Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 28, 2014 | Mar. 06, 2015 | Jun. 29, 2014 |
Document And Entity Information | |||
Entity Registrant Name | KRATOS DEFENSE & SECURITY SOLUTIONS, INC. | ||
Entity Central Index Key | 1069258 | ||
Current Fiscal Year End Date | -16 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 28-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 58,273,919 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $349.40 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $34.70 | $55.70 |
Restricted cash | 5.4 | 5 |
Accounts receivable, net | 248.2 | 265.8 |
Inventoried costs | 68 | 74.6 |
Income taxes receivable | 1.3 | 2.1 |
Prepaid expenses | 8.5 | 10.4 |
Other current assets | 8.8 | 16.7 |
Total current assets | 374.9 | 430.3 |
Property, plant and equipment, net | 82.6 | 84.8 |
Goodwill | 596.4 | 596.4 |
Intangible assets, net | 52.3 | 69.9 |
Other assets | 32.6 | 35.2 |
Total assets | 1,138.80 | 1,216.60 |
Current liabilities: | ||
Accounts payable | 48.4 | 61.9 |
Accrued expenses | 34.2 | 46.2 |
Accrued compensation | 46.4 | 44.9 |
Accrued interest | 5.6 | 5.2 |
Billings in excess of costs and earnings on uncompleted contracts | 52.1 | 52.5 |
Deferred income tax liability | 30.3 | 28.4 |
Other current liabilities | 6.8 | 8.1 |
Current portion of long-term debt | 1 | 1 |
Current portion of capital lease obligations | 0.1 | 0.3 |
Current liabilities of discontinued operations | 1.2 | 2.5 |
Total current liabilities | 226.1 | 251 |
Long-term debt principal, net of current portion | 622 | 628.8 |
Long-term debt premium | 0 | 14.5 |
Line of credit | 41 | 0 |
Capital lease obligations, net of current portion | 0 | 0.1 |
Deferred income tax liability | 0.9 | 0.7 |
Other long-term liabilities | 24.5 | 25.5 |
Long-term liabilities of discontinued operations | 0 | 0.2 |
Total liabilities | 914.5 | 920.8 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 5,000,000 authorized, 0 shares outstanding at December 29, 2013 and December 28, 2014 | 0 | 0 |
Common stock, $0.001 par value, 195,000,000 shares authorized; 57,056,892 and 57,801,978 shares issued and outstanding at December 29, 2013 and December 28, 2014, respectively | 0 | 0 |
Additional paid-in capital | 863.4 | 856 |
Accumulated other comprehensive loss | -1.7 | -0.8 |
Accumulated deficit | -637.4 | -559.4 |
Total stockholders' equity | 224.3 | 295.8 |
Total liabilities and stockholders’ equity | $1,138.80 | $1,216.60 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Preferred Stock: | ||
Par value (usd per share) | $0.00 | $0.00 |
Shares authorized (in shares) | 5,000,000 | 5,000,000 |
Shares outstanding (in shares) | 0 | 0 |
Common Stock: | ||
Par value (in dollars per share) | $0.00 | $0.00 |
Shares authorized (in shares) | 195,000,000 | 195,000,000 |
Shares issued (in shares) | 57,801,978 | 57,056,892 |
Shares outstanding (in shares) | 57,801,978 | 57,056,892 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Income Statement [Abstract] | |||
Service revenues | $390.80 | $443.60 | $450 |
Product sales | 477.2 | 507 | 519.2 |
Total revenues | 868 | 950.6 | 969.2 |
Cost of service revenues | 304.6 | 335.2 | 350.8 |
Cost of product sales | 345.2 | 375.4 | 361.2 |
Total costs | 649.8 | 710.6 | 712 |
Gross profit | 218.2 | 240 | 257.2 |
Selling, general and administrative expenses | 173.4 | 193 | 193.1 |
Merger and acquisition related items | 0.2 | -3.8 | -2.7 |
Research and development expenses | 23 | 21.4 | 17.8 |
Impairment of goodwill and intangible assets | 0 | 0 | 96.6 |
Unused office space and other restructuring | 1.7 | -2.4 | 2.1 |
Operating income (loss) from continuing operations | 19.9 | 31.8 | -49.7 |
Other income (expense): | |||
Interest expense, net | -54.3 | -63.7 | -66.1 |
Loss on extinguishment of debt | -39.1 | 0 | 0 |
Other income, net | 0.6 | 0 | 1.3 |
Total other expense, net | -92.8 | -63.7 | -64.8 |
Loss from continuing operations before income taxes | -72.9 | -31.9 | -114.5 |
Provision (benefit) for income taxes from continuing operations | 5.1 | 0 | -1.6 |
Income (loss) from continuing operations | -78 | -31.9 | -112.9 |
Loss from discontinued operations | 0 | -5.3 | -1.5 |
Net loss | -78 | -37.2 | -114.4 |
Basic and diluted loss per common share: | |||
Net loss from continuing operations (in dollars per share) | ($1.35) | ($0.56) | ($2.41) |
Net loss from discontinued operations (in dollars per share) | $0 | ($0.09) | ($0.03) |
Net loss per common share (in dollars per share) | ($1.35) | ($0.65) | ($2.44) |
Weighted average common shares outstanding: | |||
Basic and diluted (in shares) | 57.6 | 56.8 | 46.9 |
Comprehensive Loss | |||
Net loss from above | -78 | -37.2 | -114.4 |
Other comprehensive loss: | |||
Change in cumulative translation adjustment | -0.4 | 0 | -0.4 |
Post retirement benefit reserve adjustment net of tax expense | -0.5 | 0 | -0.2 |
Other comprehensive loss, net of tax | -0.9 | 0 | -0.6 |
Comprehensive loss | ($78.90) | ($37.20) | ($115) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
In Millions, except Share data, unless otherwise specified | |||||
Balance at Dec. 25, 2011 | $312.60 | $0 | $720.60 | ($0.20) | ($407.80) |
Balance (in shares) at Dec. 25, 2011 | 32,400,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan, options and warrants (in shares) | 200,000 | ||||
Issuance of common stock for employee stock purchase plan, options and warrants | 0 | 0 | |||
Issuance of common stock for cash (in shares) | 20,000,000 | ||||
Issuance of common stock for cash | 97 | 97 | |||
Issuance of common stock for acquisitions (in shares) | 4,000,000 | ||||
Issuance of common stock for acquisitions | 23.8 | 23.8 | |||
Common stock repurchased for employee stock purchase plan | -0.7 | -0.7 | |||
Stock-based compensation | 6.6 | 6.6 | |||
Restricted stock units traded for taxes (in shares) | 0 | ||||
Restricted stock units traded for taxes | -0.2 | -0.2 | |||
Net loss | -114.4 | -114.4 | |||
Other comprehensive loss, net of tax | -0.6 | -0.6 | |||
Balance at Dec. 30, 2012 | 324.1 | 0 | 847.1 | -0.8 | -522.2 |
Balance (in shares) at Dec. 30, 2012 | 56,600,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan, options and warrants (in shares) | 300,000 | ||||
Issuance of common stock for employee stock purchase plan, options and warrants | 1.6 | 1.6 | |||
Stock-based compensation | 7.4 | 7.4 | |||
Restricted stock units traded for taxes (in shares) | 100,000 | ||||
Restricted stock units traded for taxes | -0.1 | -0.1 | |||
Net loss | -37.2 | -37.2 | |||
Other comprehensive loss, net of tax | 0 | 0 | |||
Balance at Dec. 29, 2013 | 295.8 | 0 | 856 | -0.8 | -559.4 |
Balance (in shares) at Dec. 29, 2013 | 57,056,892 | 57,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan, options and warrants (in shares) | 700,000 | ||||
Issuance of common stock for employee stock purchase plan, options and warrants | 3.9 | 3.9 | |||
Stock-based compensation | 3.8 | 3.8 | |||
Restricted stock units traded for taxes (in shares) | 100,000 | ||||
Restricted stock units traded for taxes | -0.3 | -0.3 | |||
Net loss | -78 | -78 | |||
Other comprehensive loss, net of tax | -0.9 | -0.9 | |||
Balance at Dec. 28, 2014 | $224.30 | $0 | $863.40 | ($1.70) | ($637.40) |
Balance (in shares) at Dec. 28, 2014 | 57,801,978 | 57,800,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Operating activities: | |||
Net loss | ($78) | ($37.20) | ($114.40) |
Loss from discontinued operations | 0 | -5.3 | -1.5 |
Loss from continuing operations | -78 | -31.9 | -112.9 |
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities from continuing operations: | |||
Depreciation and amortization | 39.1 | 53.4 | 58 |
Deferred income taxes | 2.3 | -0.4 | -2.5 |
Stock-based compensation | 3.8 | 7.4 | 6.6 |
Impairment of goodwill and intangible assets | 0 | 0 | 96.6 |
Loss on extinguishment of debt | 39.1 | 0 | 0 |
Amortization of deferred financing costs | 3.2 | 5.1 | 5.1 |
Amortization of premium and discount on Senior Secured Notes | -0.9 | -4.2 | -4.2 |
Provision for doubtful accounts | 1.5 | 1 | 0.4 |
Change in accrual for excess facilities | 0.2 | -4.7 | 1.8 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 16.1 | 4.9 | 2.8 |
Inventoried costs | 6.5 | 20 | -5.2 |
Prepaid expenses | 2.2 | 1.9 | -1.7 |
Other assets | 1.4 | -7 | -0.2 |
Accounts payable | -13.5 | -22 | 25.6 |
Accrued expenses | -12.1 | -0.7 | -10.3 |
Accrued compensation | 1.4 | -3 | 4.3 |
Accrued interest | 0.4 | -1.1 | 1.2 |
Billings in excess of costs and earnings on uncompleted contracts | -2.4 | 8.8 | -5 |
Income tax receivable and payable | 0.8 | 1.6 | -0.7 |
Other liabilities | -3.4 | -6.5 | -7.4 |
Net cash provided by operating activities from continuing operations | 7.7 | 22.6 | 52.3 |
Investing activities: | |||
Cash paid for acquisitions, net of cash acquired | -2.6 | 2.2 | -149.4 |
Proceeds from the disposition of discontinued operations | 0 | 1.3 | 0.3 |
Cash transferred from (to) restricted cash | -0.4 | 0.4 | 0.6 |
Capital expenditures | -14.2 | -16.6 | -16.6 |
Net cash used in investing activities from continuing operations | -17.2 | -12.7 | -165.1 |
Financing activities: | |||
Proceeds from the issuance of long-term debt, net of issuance costs | 618.5 | 0 | 0 |
Extinguishment of long-term debt | -661.5 | 0 | 0 |
Proceeds from the issuance of common stock, net of issuance costs | 0 | 0 | 97 |
Borrowing under credit facility | 41 | 0 | 50 |
Repayments under credit facility | -1 | -1 | -51 |
Cash paid for contingent acquisition consideration | 0 | -2.1 | -2.5 |
Debt issuance costs | -10 | 0 | -1.2 |
Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan | 3.3 | 1.5 | 0 |
Other | 0 | -0.4 | -1.4 |
Net cash provided by (used in) financing activities from continuing operations | -9.7 | -2 | 90.9 |
Net cash flows of continuing operations | -19.2 | 7.9 | -21.9 |
Net operating cash flows of discontinued operations | -1.6 | -1.3 | 1.3 |
Effect of exchange rate changes on cash and cash equivalents | -0.2 | 0.1 | 0 |
Net increase (decrease) in cash and cash equivalents | -21 | 6.7 | -20.6 |
Cash and cash equivalents at beginning of year | 55.7 | 49 | 69.6 |
Cash and cash equivalents at end of year | 34.7 | 55.7 | 49 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for interest | 57.1 | 63.8 | 64 |
Net cash paid during the year for income taxes | 1.2 | 0.2 | 2.7 |
Non-cash investing and financing activities: | |||
Common stock and stock options issued for acquisitions | 0 | 0 | 23.8 |
Liability for contingent cash consideration | 0 | 0 | 2.1 |
Supplemental disclosures of non-cash investing and financing transactions: | |||
Fair value of assets acquired in acquisitions | 0 | 0 | 218.3 |
Liabilities assumed in acquisitions | $0 | $0 | $35.20 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies | ||||||||||||||||
(a) | Description of Business | ||||||||||||||||
Kratos Defense & Security Solutions, Inc. (“Kratos” or the “Company”) is a specialized technology focused security business providing mission critical products, solutions and services for domestic and international customers, with our principal customers being agencies of the U.S. Government. Our core capabilities are sophisticated engineering, manufacturing, technology development, system integration, and test and evaluation offerings for national security platforms and programs. Our principal products and solutions are related to Command, Control, Communications, Computing, Combat Systems, Intelligence, Surveillance and Reconnaissance (“C5ISR”). We offer our customers products, solutions, services and expertise to support their mission critical needs by leveraging our skills across our core offering areas in C5ISR. | |||||||||||||||||
The Company designs, engineers and manufactures specialized electronic products, components, subsystems and systems for intelligence, surveillance, and reconnaissance (ISR), electronic attack, electronic warfare, radar, and missile system platforms; integrated product, software and technology solutions for satellite communications; products and solutions for unmanned systems; products and services related to cybersecurity and cyberwarfare; products and solutions for ballistic missile defense; weapons systems trainers; advanced network engineering and information technology services; weapons systems lifecycle support and sustainment; military weapon range operations and technical services; and public safety, critical infrastructure security and surveillance systems. The Company believes our stable customer base, strong customer relationships, intellectual property, broad array of contract vehicles, "designed in" positions on strategic national security platforms, large technically oriented employee base possessing specialized skills, specialized manufacturing facilities and equipment, extensive list of past performance qualifications, and significant management and operational capabilities position us for success. | |||||||||||||||||
The Company conducts most of its business with the U.S. Government (which includes foreign military sales) and performs work as the prime contractor, subcontractor, or preferred supplier. The Company also conducts business with local, state, and foreign governments and domestic and international commercial customers. | |||||||||||||||||
The Company operates in three principal reportable segments: Kratos Government Solutions (“KGS”), Kratos Unmanned Systems ("US") and Public Safety & Security (“PSS”). The Company organizes its reportable segments based on the nature of the services offered. Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts, and these intercompany transactions are eliminated in consolidation. The financial statements in this Annual Report on Form 10-K (this “Annual Report”) are presented in a manner consistent with the Company's operating structure. For additional information regarding the Company's operating segments, see Note 14 of the Notes to the Consolidated Financial Statements. | |||||||||||||||||
(b) | Principles of Consolidation and Basis of Presentation | ||||||||||||||||
The Consolidated Financial Statements include the accounts of Kratos and its 100% owned subsidiaries, for which all intercompany transactions have been eliminated in consolidation. | |||||||||||||||||
In June 2012, the Company committed to a plan to sell certain lines of business associated with antennas, satellite-cased products and fly-away terminals of the non-core businesses acquired in the Integral Systems, Inc. (“Integral”) acquisition. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements (“Topic 205”), these businesses have been classified as held for sale and reported in discontinued operations in the accompanying Consolidated Financial Statements. See Note 9. | |||||||||||||||||
(c) Fiscal Year | |||||||||||||||||
The Company has a 52/53 week fiscal year ending on the last Sunday of the calendar year, with interim fiscal periods ending on the last Sunday of each calendar quarter. There were 52 calendar weeks in the fiscal years ended on December 29, 2013 and December 28, 2014. There were 53 calendar weeks in the fiscal year ended on | |||||||||||||||||
December 30, 2012. | |||||||||||||||||
(d) | Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include revenue recognition, allowance for doubtful accounts, warranties, inventory valuation, valuation of long-lived assets including identifiable intangibles and goodwill, accounting for income taxes including the related valuation allowance on the deferred tax asset and uncertain tax positions, contingencies and litigation, contingent acquisition consideration, stock-based compensation, losses on unused office space, and business combination purchase price allocations. In the future, the Company may realize actual results that differ from the current reported estimates and if the estimates that the Company has used change in the future, such changes could have a material impact on the Company's consolidated financial position, results of operations and cash flows. | |||||||||||||||||
(e) | Revenue Recognition | ||||||||||||||||
The Company generates its revenue from three different types of contractual arrangements: cost-plus-fee contracts, time-and-materials contracts, and fixed-price contracts. Revenue on cost-plus-fee contracts is recognized to the extent of allowable costs incurred plus an estimate of the applicable fees earned. The Company considers fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract and recognizes the relevant portion of the expected fee to be awarded by the customer at the time such fee can be reasonably estimated, based on factors such as its prior award experience and communications with the customer regarding performance, including any interim performance evaluations rendered by the customer. Revenue on time-and-materials contracts is recognized to the extent of billable rates times hours delivered for services provided, to the extent of material cost for products delivered to customers, and to the extent of expenses incurred on behalf of the customers. | |||||||||||||||||
The Company has three basic categories of fixed-price contracts: fixed unit price, fixed-price-level of effort, and fixed-price-completion. Revenue recognition methods on fixed-price contracts will vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed in accordance with ASC Topic 605, Revenue Recognition (“Topic 605”), specifically Topic 605-10-S99, which generally requires revenue to be deferred until all of the following have occurred: (1) there is a contract in place; (2) delivery has occurred or services have been provided; (3) the price is fixed or determinable; and, (4) collectability is reasonably assured. Revenues on fixed-price contracts that require delivery of specific items may be recorded based on a price per unit as units are delivered. Revenue for fixed-price contracts in which the Company is paid a specific amount to provide services for a stated period of time is recognized ratably over the service period. | |||||||||||||||||
On a portion of the fixed price-completion contracts, revenue is recognized in accordance with Topic 605 using the percentage-of-completion method based on the ratio of total costs incurred to date compared to estimated total costs to complete the contract. Estimates of costs to complete include material, direct labor, overhead, and allowable indirect expenses for government contracts. These cost estimates are reviewed and, if necessary, revised on a contract-by-contract basis. If, as a result of this review, management determines that a loss on a contract is evident, then the full amount of estimated loss is charged to operations in the period. As of December 29, 2013 and December 28, 2014, the provisions for losses on contracts were $4.8 million and $2.9 million, respectively. | |||||||||||||||||
In certain instances, when the Company's customers have requested that it commence work prior to receipt of the contract award and funding and it has incurred costs related to that specific anticipated contract, and the Company believes recoverability of the costs is probable, it may defer those costs incurred until the associated contract has been awarded and funded by the customer. | |||||||||||||||||
In accounting for the Company's long-term contracts for production of products provided to the U.S. Government, the Company utilizes both cost-to-cost and units delivered measures under the percentage-of-completion method of accounting under the provisions of Topic 605. Under the units delivered measure of the percentage-of-completion method of accounting, sales are recognized as the units are accepted by the customer generally using sales values for units in accordance with the contract terms. The Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the life of the contract based on units delivered or as computed on the basis of the estimated final average unit costs plus profit. The Company classifies contract revenues as product sales or service revenues depending upon the predominant attributes of the relevant underlying contracts. | |||||||||||||||||
Significant management judgments and estimates, including but not limited to the estimated costs to complete projects, must be made and used in connection with the revenue recognized in any accounting period. A cancellation, schedule delay, or modification of a fixed-price contract which is accounted for using the percentage-of-completion method may adversely affect the Company's gross margins for the period in which the contract is modified or canceled. Under certain circumstances, a cancellation or negative modification could result in the Company having to reverse revenue that was recognized in a prior period, thus significantly reducing the amount of revenues recognized for the period in which the adjustment is made. Correspondingly, a positive modification may positively affect gross margins. In addition, a schedule delay or modifications can result in an increase in estimated cost to complete the project, which would also result in an impact to gross margins. Material differences may result in the amount and timing of the Company's revenue for any period if management made different judgments or utilized different estimates. | |||||||||||||||||
It is the Company's policy to review any arrangement containing software or software deliverables and services against the criteria contained in ASC Topic 985, Software (“Topic 985”). Under the provisions of Topic 985, the Company reviews the contract value of software deliverables and services and determines allocations of the contract value based on vendor-specific objective evidence (“VSOE”) of fair value for each of the software elements. All software arrangements requiring significant production, modification, or customization of the software are accounted for in conformity with Topic 605. | |||||||||||||||||
The Company's contracts may include the provision of more than one of its services (“multiple element arrangements”). In these situations, the Company applies the guidance of Topic 605. Accordingly, for applicable arrangements, revenue recognition includes the proper identification of separate units of accounting and the allocation of revenue across all elements based on relative fair values. | |||||||||||||||||
For multiple element arrangements that include hardware products containing software essential to the hardware products' functionality, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, the Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) VSOE, (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”). | |||||||||||||||||
VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company's offerings contain significant differentiation such that comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products' selling prices are on a stand-alone basis. Therefore, the Company typically is unable to obtain TPE of selling price. ESP reflects the Company's best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. The Company determines ESP for a product or service by considering multiple factors including, but not limited to major product groupings, geographies, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of ESP is made through consultation with management, taking into consideration the Company's marketing strategy. | |||||||||||||||||
The Company accounts for multiple element arrangements that consist only of software or software-related products, including the sale of upgrades to previously sold software, in accordance with industry specific software accounting guidance. For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by VSOE. If the Company cannot objectively determine the fair value of any undelivered element included in such multiple element arrangements, the Company defers revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements. Under certain of the Company's contractual arrangements, the Company may also recognize revenue for out-of-pocket expenses in accordance with Topic 605. Depending on the contractual arrangement, these expenses may be reimbursed with or without a fee. | |||||||||||||||||
Under certain of its contracts, the Company provides supplier procurement services and materials for its customers. The Company records revenue on these arrangements on a gross or net basis in accordance with Topic 605, depending on the specific circumstances of the arrangement. The Company considers the following criteria, among others, for recording revenue on a gross or net basis: | |||||||||||||||||
-1 | Whether the Company acts as a principal in the transaction; | ||||||||||||||||
-2 | Whether the Company takes title to the products; | ||||||||||||||||
-3 | Whether the Company assumes risks and rewards of ownership, such as risk of loss for collection, delivery or returns; | ||||||||||||||||
-4 | Whether the Company serves as an agent or broker, with compensation on a commission or fee basis; and, | ||||||||||||||||
-5 | Whether the Company assumes the credit risk for the amount billed to the customer subsequent to delivery. | ||||||||||||||||
For federal contracts, the Company follows U.S. Government procurement and accounting standards in assessing the allowability and the allocability of costs to contracts. Due to the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if different assumptions were used or if the underlying circumstances were to change. The Company closely monitors the consistent application of its critical accounting policies and compliance with contract accounting. Business operations personnel conduct periodic contract status and performance reviews. When adjustments in estimated contract revenues or costs are required, any significant changes from prior estimates are included in earnings in the current period. Also, regular and recurring evaluations of contract cost, scheduling and technical matters are performed by management personnel who are independent from the business operations personnel performing work under the contract. Costs incurred and allocated to contracts with the U.S. Government are scrutinized for compliance with regulatory standards by the Company's personnel, and are subject to audit by the Defense Contract Audit Agency. | |||||||||||||||||
From time to time, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents. The Company has a formal review process for approving any such work. Revenue associated with such work is recognized only when it can be reliably estimated and realization is probable. The Company bases its estimates on previous experiences with the customer, communications with the customer regarding funding status, and its knowledge of available funding for the contract or program. As of December 29, 2013 and December 28, 2014, approximately $3.7 million and $1.6 million, respectively, of the Company's unbilled accounts receivable balance were under an authorization to proceed or work order from its customers where a formal purchase order had not yet been received. | |||||||||||||||||
Costs incurred for shipping and handling are included in cost of product sales at the time the related revenue is recognized. Amounts billed to a customer for shipping and handling are reported as revenue. | |||||||||||||||||
(f) | Inventoried costs | ||||||||||||||||
Inventoried costs are stated at the lower of cost or market. Cost is determined using the average cost or first-in, first-out methods and the applicable method is applied consistently within an operating entity. Inventoried costs primarily relate to work under fixed-price contracts using the percentage-of-completion under the units of delivery method of revenue recognition. These costs represent accumulated contract costs less the portion of such costs allocated to delivered items. Accumulated contract costs include direct production costs, factory and engineering overhead and production tooling costs. Pursuant to contract provisions of U.S. Government contracts, such customers may have title to, or a security interest in inventories related to such contracts as a result of advances, performance-based payments, and progress payments. The Company reflects those advances and payments as an offset against the related inventory balances. | |||||||||||||||||
The Company regularly reviews inventory quantities on hand, future purchase commitments with its suppliers, and the estimated utility of its inventory. If the Company's review indicates a reduction in utility below carrying value, it reduces its inventory to a new cost basis. | |||||||||||||||||
(g) Research and Development | |||||||||||||||||
Costs incurred in research and development activities are expensed as incurred in accordance with FASB ASC Topic 730, Research and Development. | |||||||||||||||||
(h) | Income Taxes | ||||||||||||||||
The Company records deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 realized. 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 Company maintains a valuation allowance on the deferred tax assets for which it is more likely than not that the Company will not realize the benefits of these tax assets in future tax periods. The valuation allowance is based on estimates of future taxable income by tax jurisdiction in which the Company operates, the number of years over which the deferred tax assets will be recoverable, and scheduled reversals of deferred tax liabilities. | |||||||||||||||||
In accordance with the recognition standards established by ASC Topic 740, Income Taxes (“Topic 740”), the Company makes a comprehensive review of its portfolio of uncertain tax positions regularly. In this regard, an uncertain tax position represents the Company's expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return or claim, which has not been reflected in measuring income tax expense for financial reporting purposes. Until these positions are sustained by the taxing authorities, the Company has not recognized the tax benefits resulting from such positions and reports the tax effects as a liability for uncertain tax positions in its Consolidated Balance Sheets. | |||||||||||||||||
(i) | Stock-Based Compensation | ||||||||||||||||
The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“Topic 718”). All of the Company's stock-based compensation plans are considered equity plans under Topic 718, and compensation expense recognized is net of estimated forfeitures over the vesting period. The Company issues stock options and stock awards under its existing plans. The fair value of stock options is estimated on the date of grant using a Black-Scholes option-pricing model or a trinomial lattice options pricing model and is expensed on a straight-line basis over the remaining vesting period of the options, which is generally six or less years. The fair value of stock awards is determined based on the closing market price of the Company's common stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. Compensation expense for stock awards is expensed over the vesting period, usually five to ten years. Compensation expense for stock issued under the Company's employee stock purchase plan is estimated at the beginning date of the offering period using a Black-Scholes option-pricing model and is expensed on a straight-line basis over the period of the offering, which is generally six months. | |||||||||||||||||
For the years ended December 30, 2012, December 29, 2013 and December 28, 2014, there was no incremental tax benefit from stock options exercised in the periods. The following table shows the amounts recognized in the Consolidated Financial Statements for 2012, 2013 and 2014 for stock-based compensation expense related to stock options, stock awards and to stock offered under the Company's employee stock purchase plan (in millions, except per share amounts). | |||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||
Selling, general and administrative expenses | $ | 6.6 | $ | 7.4 | $ | 3.8 | |||||||||||
Total cost of employee stock-based compensation included in operating income (loss) from continuing operations, before income tax | 6.6 | 7.4 | 3.8 | ||||||||||||||
Impact on net income (loss) per common share: | |||||||||||||||||
Basic and diluted | $ | (0.14 | ) | $ | (0.13 | ) | $ | (0.07 | ) | ||||||||
(j) | Allowance for Doubtful Accounts | ||||||||||||||||
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, which results in bad debt expense. Management periodically determines the adequacy of this allowance by evaluating the comprehensive risk profiles of all individual customer receivable balances including, but not limited to, the customer's financial condition, credit agency reports, financial statements and overall current economic conditions. Additionally, on certain contracts whereby the Company performs services for a prime/general contractor, a specified percentage of the invoiced trade accounts receivable may be retained by the customer until the project is completed. The Company periodically reviews all retainages for collectability and records allowances for doubtful accounts when deemed appropriate, based on its assessment of the associated credit risks. Changes to estimates of contract value are recorded as adjustments to revenue and not as a component of the allowance for doubtful accounts. Individual accounts receivable are written off to the allowance for doubtful accounts when the Company becomes aware of a specific customer's inability to meet its financial obligation, and all collection efforts are exhausted. | |||||||||||||||||
The following table outlines the balance of the Company's Allowance for Doubtful Accounts for 2012, 2013 and 2014. The table identifies the additional provisions each year as well as the write-offs that utilized the allowance (in millions). | |||||||||||||||||
Allowance for Doubtful Accounts | Balance at Beginning of Year | Provisions | Write-offs/Recoveries | Balance at End of Year | |||||||||||||
Year ended December 30, 2012 | $ | 2 | $ | 0.4 | $ | (1.0 | ) | $ | 1.4 | ||||||||
Year ended December 29, 2013 | $ | 1.4 | $ | 1 | $ | (0.2 | ) | $ | 2.2 | ||||||||
Year ended December 28, 2014 | $ | 2.2 | $ | 1.5 | $ | (1.7 | ) | $ | 2 | ||||||||
(k) | Cash and Cash Equivalents | ||||||||||||||||
The Company's cash equivalents consist of its highly liquid investments with an original maturity of three months or less when purchased by the Company. | |||||||||||||||||
The Company has restricted cash accounts of approximately $5.0 million at December 29, 2013 and $5.4 million at December 28, 2014. As of December 29, 2013 and December 28, 2014, restricted cash consists primarily of a deposit securing foreign letters of credit related to payment and performance bonds on international contracts. | |||||||||||||||||
(l) | Property and Equipment, Net | ||||||||||||||||
Property and equipment, net owned by the Company is depreciated over the estimated useful lives of individual assets. Equipment and facilities acquired under capital leases are amortized over the shorter of the lease term or the estimated useful life of the asset. Improvements, which significantly improve and extend the useful life of an asset, are capitalized and depreciated over the shorter of the lease period or the estimated useful life. Expenditures for maintenance and repairs are charged to operations as incurred. | |||||||||||||||||
Assets are depreciated predominately using the straight-line method, with the following lives: | |||||||||||||||||
Years | |||||||||||||||||
Buildings and improvements | 15 - 39 | ||||||||||||||||
Machinery and equipment | 3 - 10 | ||||||||||||||||
Computer equipment and software | 1 - 10 | ||||||||||||||||
Vehicles, furniture, and office equipment | 5 | ||||||||||||||||
Leasehold improvements | Shorter of useful life or length of lease | ||||||||||||||||
(m) | Leases | ||||||||||||||||
The Company uses its incremental borrowing rate in the assessment of lease classification as capital or operating and defines the initial lease term to include renewal options determined to be reasonably assured. The Company conducts operations primarily under operating leases. | |||||||||||||||||
Most lease agreements for real property contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For incentives for tenant improvements, the Company capitalizes the leasehold improvements which are depreciated over the shorter of the lease term or their estimated useful life and records a deferred rent liability which is amortized over the term of the lease as a reduction to rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records minimum rental expenses on a straight-line basis over the term of the lease. For purposes of recognizing lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use. | |||||||||||||||||
(n) | Acquisitions | ||||||||||||||||
The Company accounts for business combinations using the acquisition method of accounting as prescribed by ASC Topic 805, Business Combinations (“Topic 805”). The Company allocates the purchase price of its acquisitions to the tangible and intangible assets, and liabilities including certain contingent liabilities acquired based upon their estimated fair values. The excess of purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed as incurred. | |||||||||||||||||
(o) | Goodwill and Other Intangible Assets, Net | ||||||||||||||||
In accordance with the provisions of ASC Topic 350, Intangibles-Goodwill and Other (“Topic 350”), the Company performs an annual impairment test for goodwill, or when evidence of a potential impairment exists. In the third quarter of fiscal year 2014, the Company prospectively changed its goodwill testing date from the last day of its fiscal year to the last day of its fiscal October. The change was to better align its impairment testing procedures with the completion of its annual financial and strategic planning process as discussed in Note 2, Goodwill and Other Intangible Assets, to the Consolidated Financial Statements. This change was applied prospectively beginning on November 2, 2014; retrospective application to prior periods is impracticable as the Company is unable to objectively determine, without the use of hindsight, the assumptions that would have been used in those earlier periods to estimate fair value. As a result, during fiscal year 2014, the Company tested its goodwill for impairment as of November 2, 2014 and concluded that there was no impairment of the carrying value of goodwill. The change in accounting principle related to changing the annual goodwill impairment testing date did not accelerate, delay, avoid, or cause an impairment charge. | |||||||||||||||||
When it is determined that impairment has occurred, a charge to operations is recorded. Goodwill and other purchased intangible asset balances are included in the identifiable assets of the reporting unit to which they have been assigned. Any goodwill impairment, as well as the amortization of other purchased intangible assets, is charged against the respective reporting units' operating income. | |||||||||||||||||
In accordance with Topic 350, the Company classifies intangible assets into three categories: (1) intangible assets with finite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization, and (3) goodwill. The Company tests intangible assets with finite lives for impairment if conditions exist that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations. The Company records an impairment charge when the carrying value of the finite lived intangible asset is not recoverable by the cash flows generated from the use of the asset. | |||||||||||||||||
The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors considered when determining useful lives include the contractual term of any agreement, the history of the asset, the Company's long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their useful lives, ranging from one to 15 years. | |||||||||||||||||
(p) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | |||||||||||||||||
Long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with ASC Topic 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||||||||||||||||
(q) | Fair Value of Financial Instruments | ||||||||||||||||
ASC Topic 825, Financial Instruments, requires that fair values be disclosed for the Company's financial instruments. The carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued expenses, billings in excess of costs and earnings on uncompleted contracts, and income taxes payable, approximate fair value due to the short-term nature of these instruments. The fair value of the Company's long-term debt is based upon actual trading activity. The fair value of capital lease obligations is estimated based on quoted market prices for the same or similar obligations with the same remaining maturities. | |||||||||||||||||
(r) | Concentrations and Uncertainties | ||||||||||||||||
The Company maintains cash balances at various financial institutions and such balances commonly exceed the $250,000 insured amount by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. | |||||||||||||||||
Financial instruments, which subject the Company to potential concentrations of credit risk, consist principally of the Company's billed and unbilled accounts receivable. The Company's accounts receivable result from sales to customers within the U.S. Government, state and local agencies and with commercial customers in various industries. The Company performs ongoing credit evaluations of its commercial customers. Credit is extended based on evaluation of the customer's financial condition and collateral is not required. Accounts receivable are recorded at the invoiced amount and do not bear interest. See Note 13 for a discussion of the Company's significant customers. | |||||||||||||||||
(s) Debt Issuance Costs | |||||||||||||||||
Fees paid to obtain debt financing or amendments under such debt financing are treated as debt issuance costs and are capitalized and amortized over the expected term of the related debt. These payments are shown as a financing activity in the Consolidated Statements of Cash Flows and are included in other current assets and other assets in the Consolidated Balance Sheets. | |||||||||||||||||
(t) | Interest Expense, Net | ||||||||||||||||
Interest expense, net in the Consolidated Statements of Operations and Comprehensive Loss is summarized in the following table (in millions): | |||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||
Interest expense incurred primarily on the Company's Senior Secured Notes | $ | (66.4 | ) | $ | (63.9 | ) | $ | (54.5 | ) | ||||||||
Miscellaneous interest income | 0.3 | 0.2 | 0.2 | ||||||||||||||
Interest expense, net | $ | (66.1 | ) | $ | (63.7 | ) | $ | (54.3 | ) | ||||||||
(u) | Foreign Currency | ||||||||||||||||
For operations outside the U.S. that prepare financial statements in currencies other than the U.S. dollar, results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are generally translated at end-of-period exchange rates. Translation adjustments are included as a separate component of accumulated other comprehensive loss in the Consolidated Statements of Stockholders' Equity. | |||||||||||||||||
The Company transacts with foreign customers in currencies other than the U.S. dollar. It experiences realized and unrealized foreign currency gains or losses on foreign denominated receivables. In addition, certain intercompany transactions give rise to realized and unrealized foreign currency gains or losses. Also, any other transactions between the Company or its subsidiaries and a third-party, denominated in a currency different from the functional currency, are foreign currency transactions. | |||||||||||||||||
The aggregate foreign currency transaction loss included in determining net loss for the years ended December 30, 2012, December 29, 2013, and December 28, 2014 was approximately $0.6 million, $0.0 million, and $0.9 million, respectively, which is included in other income (expense), net on the accompanying Consolidated Statements of Operations and Comprehensive Loss. | |||||||||||||||||
(v) Product Warranties | |||||||||||||||||
Certain of the Company's products and services are covered by a warranty to be free from defects in material and workmanship for periods ranging from one to ten years. Optional extended warranty contracts can also be purchased with the revenue deferred and amortized over the extended warranty period. The Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of warranty obligations. Warranty revenues related to extended warranty contracts are amortized to income, over the life of the contract, using the straight-line method. Costs under extended warranty contracts are expensed as incurred. | |||||||||||||||||
The Company's estimate of costs to service its warranty obligations is based upon historical experience and expectations of future conditions. To the extent that the Company experiences any changes in warranty claim activity or costs associated with servicing those claims, its warranty liability is adjusted accordingly. | |||||||||||||||||
(x) Recent Accounting Pronouncements | |||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update 2014-08 ("ASU 2014-08") "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity". The amendments in ASU 2014-08 change the criteria for reporting discontinued operations and requires enhanced disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in ASU 2014-08 are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. | |||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update 2014-09 ("ASU 2014-09") "Revenue from Contracts with Customers". ASU 2014-09 affects any entity using GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. ASU 2014-09 also supersedes some cost guidance included in ASC Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented or apply the requirements in the year of adoption, through a cumulative adjustment. The Company has not yet selected a transition method nor has it determined the impact of adoption on its consolidated financial statements. | |||||||||||||||||
In August 2014, the FASB issued Accounting Standards Update 2014-15 ("ASU 2014-15") "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern". ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, including interim periods within that reporting period. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||||||||||||||
(a) | Goodwill | |||||||||||||||||||||||
The Company historically performed its annual impairment test for goodwill in accordance with Topic 350 as of the last day of each fiscal year or when evidence of potential impairment exists. In the third quarter of fiscal year 2014, the Company prospectively changed its goodwill testing date from the last day of its fiscal year to the last day of its fiscal October. The change was to better align its impairment testing procedures with the completion of its annual financial and strategic planning process. This change was applied prospectively beginning on November 2, 2014; retrospective application to prior periods is impracticable as the Company is unable to objectively determine, without the use of hindsight, the assumptions that would have been used in those earlier periods to estimate fair value. | ||||||||||||||||||||||||
The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. The Company determines its reporting units by first identifying its operating segments, and then assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company aggregates components within an operating segment that have similar economic characteristics. | ||||||||||||||||||||||||
The Company concluded that goodwill was not impaired at November 2, 2014. In determining the fair value for the reporting units, there are key assumptions relating to our future operating performance and revenue growth. If the actual operating performance and financial results are not consistent with our assumptions, an impairment in our $596.4 million goodwill and $52.3 million long-lived intangibles could occur in future periods. Market factors that could impact our ability to successfully develop new products include the successful completion of certain unmanned system platforms, the successful acceptance of new unmanned system platforms, including from a political and budgetary standpoint. For example, the US reporting unit fair value includes assumptions that the development of the high performance UCAS product is successful and we are awarded future contracts for the UCAS product. Additionally, the US reporting unit fair value assumes that we will receive follow on orders for the Sub-Sonic Aerial Target ("SSAT"), which is currently under contract with the US Navy. | ||||||||||||||||||||||||
As a result of an internal organizational realignment in August 2013 the Company reorganized its KGS operating segment. As a result of this reorganization, the KGS reporting segment had five operating segments: Defense Rocket Support Services ("DRSS"), Electronic Products ("EP"), Technical and Training Solutions ("TTS"), Modular Systems ("MS"), and Unmanned Systems ("US"). All of the KGS operating segments provide technology based defense solutions, involving products and services, primarily for mission critical United States National Security priorities, with the primary focus relating to the nation’s C5ISR requirements. The PSS reportable business segment provides integrated solutions for advanced homeland security, public safety, critical infrastructure security, and security and surveillance systems for government, industrial and commercial customers. In the fourth quarter of 2014, we expanded the number of reportable segments to three as we separated the KGS segment into two reportable segments: KGS and Unmanned Systems (“US”). As a result, the KGS reportable segment is comprised of an aggregation of Kratos’ Government Solutions operating segments, including our electronic products, satellite communications, modular systems and rocket support operating segments. The Company has identified its reporting units to be the DRSS, EP, TTS, MS, US divisions and PSS, to be tested for potential impairment in its fiscal year 2014 annual test. | ||||||||||||||||||||||||
In order to test for potential impairment, the Company estimates the fair value of each of its reporting units based on a comparison and weighting of the income approach, specifically the discounted cash flow method and the market approach, which estimates the fair value of the Company's reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the implied multiples from the income approach. The Company reconciles the fair value of its reporting units to its market capitalization by calculating its market capitalization based upon an average of its stock price prior to and subsequent to the date the Company performs its analysis and assuming a control premium. The Company uses these methodologies to determine the fair value of its reporting units for comparison to their corresponding book values because there are no observable inputs available, a Level 3 measurement (See Note 10). If the book value exceeds the estimated fair value for a reporting unit a potential impairment is indicated, and Topic 350 prescribes the approach for determining the impairment amount, if any. | ||||||||||||||||||||||||
As a result of the Company's decision in June 2012 to dispose of certain non-core businesses acquired in the Integral acquisition in July 2011, the Company allocated $1.5 million of goodwill to discontinued operations, which resulted in an impairment charge (see Note 9). The Company then tested the goodwill remaining in the KGS reporting unit. The fair value of the KGS reporting unit exceeded its carrying value by 7.4% at that time. | ||||||||||||||||||||||||
During the fourth quarter of 2012, the KGS reporting unit was impacted by continued declining market valuations and the economic uncertainty in the U.S. defense industry. Congress was unable to agree on a budget that conformed with the Budget Control Act of 2011 requirements, which called for additional substantial defense spending reductions through sequestration. Congress and the President could not agree on budgetary, tax and spending issues, and as a result a FY 2013 budget was not passed and a six-month continuing resolution that funded the U.S. Government through March 27, 2013 was passed. These events significantly increased the likelihood of the sequester occurring which had negative consequences for the defense industry. In addition, as Congress and the Administration could not come to an agreement on terms of a possible national fiscal approach, they also failed to address other fiscal matters such as the debt ceiling. These events negatively impacted the Company's 2012 annual estimate of the fair value of the KGS reporting unit resulting in the book value of the KGS reporting unit exceeding its fair value in step one of the impairment test. | ||||||||||||||||||||||||
The Company performed the second step of the goodwill impairment test to measure the amount of the impairment loss, if any, of the KGS reporting unit. The second step of the test requires the allocation of the reporting unit's fair value to its assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill is less than the carrying value, the difference is recorded as an impairment loss. Based on the results of the step two analysis, the Company recorded an $82.0 million goodwill impairment in 2012 related to our KGS reporting unit. | ||||||||||||||||||||||||
As of December 28, 2014, the goodwill of the PSS, US and KGS reportable segments were $35.6 million, $97.3 million and $463.5 million, respectively. | ||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the years ended December 29, 2013 and December 28, 2014 are as follows (in millions): | ||||||||||||||||||||||||
Public | US | KGS | Total | |||||||||||||||||||||
Safety & | ||||||||||||||||||||||||
Security | ||||||||||||||||||||||||
Balance as of December 30, 2012 | $ | 35.6 | $ | — | $ | 560.9 | $ | 596.5 | ||||||||||||||||
Retrospective adjustments | — | (0.1 | ) | (0.1 | ) | |||||||||||||||||||
Balance as of December 30, 2012 after retrospective adjustments | 35.6 | — | 560.8 | 596.4 | ||||||||||||||||||||
2013 reorganization | — | 97.3 | (97.3 | ) | — | |||||||||||||||||||
Balance as of December 29, 2013 | 35.6 | 97.3 | 463.5 | 596.4 | ||||||||||||||||||||
2014 transactions | — | — | — | — | ||||||||||||||||||||
Balance as of December 28, 2014 | $ | 35.6 | $ | 97.3 | $ | 463.5 | $ | 596.4 | ||||||||||||||||
The accumulated impairment losses as of December 28, 2014 were $247.4 million, of which $215.3 million was associated with the KGS reportable segment, $13.8 million was associated with the US reportable segment, and $18.3 million was associated with the PSS reportable segment. | ||||||||||||||||||||||||
(b) | Purchased Intangible Assets | |||||||||||||||||||||||
The following table sets forth information for acquired finite-lived and indefinite-lived intangible assets (in millions): | ||||||||||||||||||||||||
As of December 29, 2013 | As of December 28, 2014 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Value | Amortization | Value | Value | Amortization | Value | |||||||||||||||||||
Acquired finite-lived intangible assets: | ||||||||||||||||||||||||
Customer relationships | $ | 97.7 | $ | (53.7 | ) | $ | 44 | $ | 99 | $ | (70.6 | ) | $ | 28.4 | ||||||||||
Contracts and backlog | 80 | (78.7 | ) | 1.3 | 82.7 | (80.0 | ) | 2.7 | ||||||||||||||||
Developed technology and technical know-how | 22.1 | (8.6 | ) | 13.5 | 23.1 | (10.9 | ) | 12.2 | ||||||||||||||||
Trade names | 6.1 | (3.1 | ) | 3 | 6 | (5.0 | ) | 1 | ||||||||||||||||
Favorable operating lease | 1.8 | (0.6 | ) | 1.2 | 1.8 | (0.7 | ) | 1.1 | ||||||||||||||||
Total finite-lived intangible assets | 207.7 | (144.7 | ) | 63 | 212.6 | (167.2 | ) | 45.4 | ||||||||||||||||
Acquired indefinite-lived intangible assets | ||||||||||||||||||||||||
Trade names | 6.9 | — | 6.9 | 6.9 | — | 6.9 | ||||||||||||||||||
Total indefinite-lived intangible assets | 6.9 | — | 6.9 | 6.9 | — | 6.9 | ||||||||||||||||||
Total intangible assets | $ | 214.6 | $ | (144.7 | ) | $ | 69.9 | $ | 219.5 | $ | (167.2 | ) | $ | 52.3 | ||||||||||
The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment losses, where identified, are determined as the excess of the carrying value over the estimated fair value of the long-lived asset. The recoverability of the carrying value of assets held for use is assessed based on a review of projected undiscounted cash flows. Prior to conducting step one of the 2012 goodwill impairment test, certain of the long-lived assets were assessed for recoverability. During 2012 the Company made the decision to minimize the use of the CMCI and HBE trade names as part of its overall branding strategy which resulted in a revised fair value of $6.9 million for such trade names, with a remaining useful life of two years. This resulted in an impairment of $14.6 million in 2012. The impairment related to the KGS and PSS reportable segments were $1.7 million and $12.9 million, respectively. | ||||||||||||||||||||||||
The aggregate amortization expense for finite-lived intangible assets was $43.9 million, $36.2 million and $22.5 million for the years ended December 30, 2012, December 29, 2013, and December 28, 2014, respectively. The Company records all amortization expense in selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. | ||||||||||||||||||||||||
The estimated future amortization expense of acquired intangible assets with finite lives as of December 28, 2014 is as follows (in millions): | ||||||||||||||||||||||||
Fiscal Year | Amount | |||||||||||||||||||||||
2015 | $ | 15.6 | ||||||||||||||||||||||
2016 | 10.9 | |||||||||||||||||||||||
2017 | 9.4 | |||||||||||||||||||||||
2018 | 4.3 | |||||||||||||||||||||||
2019 | 3.5 | |||||||||||||||||||||||
Thereafter | 1.7 | |||||||||||||||||||||||
Total | $ | 45.4 | ||||||||||||||||||||||
Acquisitions
Acquisitions | 12 Months Ended | |||||
Dec. 28, 2014 | ||||||
Business Combinations [Abstract] | ||||||
Acquisitions | Acquisitions | |||||
(a) Summary of Recent Acquisitions | ||||||
Composite Engineering, Inc. | ||||||
On July 2, 2012, the Company acquired Composite Engineering, Inc. (“CEi”) for approximately $164.2 million. The purchase price included consideration of $135.0 million in cash and 4.0 million shares of the Company's common stock, valued at $5.94 per share on July 2, 2012, or $23.8 million. As security for CEi's indemnification obligations, $10.7 million of the cash paid was placed into an escrow account. The Company was paid $1.0 million from the escrow account for working capital adjustments in July 2013, at which time the remaining escrow was released to the sellers. Also included in the purchase consideration was $5.5 million paid to retire certain pre-existing CEi debt and settle pre-existing accounts receivable from CEi. There was no contingent purchase consideration associated with the acquisition of CEi. | ||||||
The Company made an election under Section 338(h)(10) of the Internal Revenue Code, which resulted in tax deductible goodwill related to this transaction. The Company estimated that the tax deductible goodwill and intangibles resulting from the election will approximate $136.3 million, to be available for deduction against Federal and California state income taxes over a 15-year period. | ||||||
Certain CEi personnel entered into long-term employment agreements with the Company and on July 2, 2012, the Company granted restricted stock units (“RSUs”) for an aggregate 2.0 million shares of common stock as long-term retention inducement grants. The RSUs had an estimated value of $11.9 million on the grant date, vest on the fourth anniversary of the closing of the CEi acquisition, or earlier upon the occurrence of certain events, and are being accounted for as compensation expense over such four-year period. As of December 28, 2014, 520,000 shares remain unvested and not forfeited. | ||||||
To fund the acquisition of CEi, on May 14, 2012, the Company sold 20.0 million shares of its common stock at a purchase price of $5.00 per share in an underwritten public offering. The Company received gross proceeds of approximately $100.0 million and net proceeds of approximately $97.0 million after deducting underwriting fees and other offering expenses. The Company used the net proceeds from this offering to fund a portion of the purchase price for the acquisition of CEi. In addition, the Company used borrowings of $40.0 million from its revolving line of credit to partially fund the purchase price of CEi. | ||||||
CEi is a vertically integrated manufacturer and developer of unmanned aerial target systems and composite structures used for national security programs. Its drones are designed to replicate some of the most lethal aerial threats facing warfighters and strategic assets. CEi's customers include U.S. agencies and foreign governments. CEi is a part of the US reportable segment. | ||||||
The excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition was allocated to goodwill. The value of the goodwill represents the value the Company expects to be created by enabling it to strategically expand its strengths in the areas of design, engineering, development, manufacturing and production of unmanned aerial targets, and by enabling the Company to realize significant cross selling opportunities. | ||||||
The transaction was accounted for using the acquisition method of accounting, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the fair values of the major assets acquired and liabilities assumed as of the acquisition date (in millions): | ||||||
Cash | $ | 8.9 | ||||
Accounts receivable | 9.3 | |||||
Inventoried costs | 12.3 | |||||
Other current assets | 8.9 | |||||
Property and equipment | 8.1 | |||||
Intangible assets | 38 | |||||
Goodwill | 104.2 | |||||
Total assets | 189.7 | |||||
Current liabilities | (25.7 | ) | ||||
Net assets acquired | $ | 164 | ||||
The amounts of revenue and operating income of CEi included in the Company's Consolidated Statement of Operations and Comprehensive Loss for the year ended December 30, 2012 was $68.2 million and $1.6 million, respectively. | ||||||
Critical Infrastructure Business | ||||||
On December 30, 2011, the Company acquired selected assets of a critical infrastructure security and public safety system integration business (the “Critical Infrastructure Business”) for approximately $18.8 million. | ||||||
The Critical Infrastructure Business designs, engineers, deploys, manages and maintains specialty security systems at some of the most strategic asset and critical infrastructure locations in the U.S. Additionally, these security systems are typically integrated into command and control system infrastructure or command centers. Approximately 15% of the revenues of the Critical Infrastructure Business are recurring in nature due to the operation, maintenance or sustainment of the security systems once deployed. The Critical Infrastructure Business is part of the Company's PSS reportable segment. | ||||||
The excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition was allocated to goodwill. The value of the goodwill represents the value the Company expects to be created by enabling it to strategically expand its strengths in the areas of homeland security solutions and will also enable the Company to realize significant cross selling opportunities and increase its sales of higher margin, fixed-price products. | ||||||
The transaction was accounted for using the acquisition method of accounting, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the fair values of the major assets acquired and liabilities assumed as of the acquisition date (in millions): | ||||||
Accounts receivable | $ | 23.4 | ||||
Other assets | 0.5 | |||||
Intangible assets | 2 | |||||
Goodwill | 2.6 | |||||
Total assets | 28.5 | |||||
Current liabilities | (9.7 | ) | ||||
Net assets acquired | $ | 18.8 | ||||
The goodwill recorded in this transaction is tax deductible. | ||||||
Pro Forma Financial Information | ||||||
The following tables summarize the supplemental Condensed Consolidated Statements of Operations and Comprehensive Loss information on an unaudited pro forma basis as if the acquisitions of CEi, and the Critical Infrastructure Business occurred on December 25, 2011 and include adjustments that were directly attributable to the foregoing transactions or were not expected to have a continuing impact on the Company. Both acquisitions were included in the results of operations for the full years ended December 29, 2013 and December 28, 2014. There are no material, nonrecurring pro forma adjustments directly attributable to the business combinations included in the reported pro forma revenue and operations for 2012. The pro forma results are for illustrative purposes only for the applicable period and do not purport to be indicative of the actual results that would have occurred had the transactions been completed as of the beginning of the period, nor are they indicative of results of operations that may occur in the future (all amounts, except per share amounts are in millions): | ||||||
Year Ended December 30, 2012 | ||||||
Pro forma revenues | $ | 1,019.50 | ||||
Pro forma net loss before tax | (132.0 | ) | ||||
Pro forma net loss | (130.4 | ) | ||||
Net loss attributable to the registrant | (112.9 | ) | ||||
Basic and diluted pro forma loss per share | $ | (2.31 | ) | |||
The pro forma financial information reflects acquisition related expenses incurred, pro forma adjustments for the additional amortization associated with finite-lived intangible assets acquired, additional incremental interest expense, stock compensation related to the RSUs granted in the CEi transaction, and the related tax expense. | ||||||
These adjustments are as follows (in millions except per share data): | ||||||
Year Ended December 30, 2012 | ||||||
Intangible amortization | $ | 16.2 | ||||
Net change in stock compensation expense | 2.2 | |||||
Increase in weighted average common shares outstanding for shares issued and not already included in the weighted average common shares outstanding | 9.6 | |||||
Balance_Sheet_Details
Balance Sheet Details | 12 Months Ended | |||||||||
Dec. 28, 2014 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Balance Sheet Details | Balance Sheet Details | |||||||||
The detail of certain assets in the Consolidated Balance Sheets consists of the following (in millions). | ||||||||||
Cash and cash equivalents | ||||||||||
The Company's cash equivalents consist of overnight cash sweep accounts that are invested on a daily basis. Cash and cash equivalents at December 29, 2013 and December 28, 2014 were $55.7 million and $34.7 million, respectively and approximated their fair value. | ||||||||||
Accounts receivable, net (in millions) | ||||||||||
Receivables including amounts due under long-term contracts are summarized as follows: | ||||||||||
December 29, 2013 | December 28, 2014 | |||||||||
Billed, current | $ | 150.2 | $ | 133.6 | ||||||
Unbilled, current | 117.9 | 116.6 | ||||||||
Total current accounts receivable | 268.1 | 250.2 | ||||||||
Allowance for doubtful accounts | (2.3 | ) | (2.0 | ) | ||||||
Total current accounts receivable, net | 265.8 | 248.2 | ||||||||
Unbilled, long-term (included in other assets) | 0.1 | — | ||||||||
Total accounts receivable, net | $ | 265.9 | $ | 248.2 | ||||||
Unbilled receivables represent the balance of recoverable costs and accrued profit, composed principally of revenue recognized on contracts for which billings have not been presented to the customer because the amounts were earned but not contractually billable as of the balance sheet date. Retainages receivable were $6.2 million as of December 29, 2013 and $6.1 million as of December 28, 2014 and are included in accounts receivable, net in the Consolidated Balance Sheets. | ||||||||||
U.S. Government contract receivables where the Company is the prime contractor included in accounts receivable, net (in millions) | ||||||||||
December 29, 2013 | December 28, 2014 | |||||||||
Billed | $ | 19.8 | $ | 19.1 | ||||||
Unbilled | 31.6 | 21.2 | ||||||||
Total U.S. Government contract receivables | $ | 51.4 | $ | 40.3 | ||||||
Inventoried costs, net of progress payments (in millions) | ||||||||||
December 29, | December 28, | |||||||||
2013 | 2014 | |||||||||
Raw materials | $ | 44.5 | $ | 39.8 | ||||||
Work in process | 24.3 | 22.3 | ||||||||
Finished goods | 4.6 | 4.7 | ||||||||
Supplies and other | 1.9 | 2.1 | ||||||||
Subtotal inventoried costs | 75.3 | 68.9 | ||||||||
Less customer advances and progress payments | (0.7 | ) | (0.9 | ) | ||||||
Total inventoried costs | $ | 74.6 | $ | 68 | ||||||
Property and equipment, net (in millions) | ||||||||||
December 29, 2013 | December 28, 2014 | |||||||||
Land and buildings | $ | 21 | $ | 21.8 | ||||||
Computer equipment and software | 20 | 27 | ||||||||
Machinery and equipment | 59 | 59.8 | ||||||||
Furniture and office equipment | 15.4 | 12.9 | ||||||||
Facility under capital lease | 1 | — | ||||||||
Leasehold improvements | 13.7 | 13.8 | ||||||||
Construction in progress | 4.8 | 8 | ||||||||
Property and equipment | 134.9 | 143.3 | ||||||||
Accumulated depreciation and amortization | (50.1 | ) | (60.7 | ) | ||||||
Total property and equipment, net | $ | 84.8 | $ | 82.6 | ||||||
Depreciation expense was $14.1 million, $17.2 million and $16.6 million for the years ended December 30, 2012, December 29, 2013, and December 28, 2014, respectively. |
Debt
Debt | 12 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||
Debt | Debt | ||||||||||||||||||||||||
(a) | Issuance of 7.00% Senior Secured Notes due 2019 | ||||||||||||||||||||||||
In May 2014, the Company refinanced its $625.0 million 10% Senior Secured Notes due in 2017 (the "10% Notes") with $625.0 million of newly issued 7.00% Senior Secured Notes due in 2019 (the "7% Notes"). The net proceeds of the 7% Notes was $618.5 million after an original issue discount of $6.5 million. The Company incurred debt issuance costs of $8.7 million associated with the new 7% Notes. The Company utilized the net proceeds from the 7% Notes, a $41.0 million draw on a new credit agreement discussed below, as well as cash from operations to extinguish the 10% Notes. The total reacquisition price of the 10% Notes was $661.5 million including a $31.2 million early termination fee, the write off of $15.5 million of unamortized issue costs, $12.9 million of unamortized premium, along with $5.3 million of additional interest while in escrow, which resulted in a loss on extinguishment of $39.1 million. | |||||||||||||||||||||||||
The Company completed the offering of the 7.00% Notes (hereafter the "Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Act”). The Notes are governed by an Indenture dated May 14, 2014 (the “Indenture”) among the Company, certain of the Company’s subsidiaries (the “Guarantors”) and Wilmington Trust, National Association, as Trustee and Collateral Agent. A Guarantor can be released from its Guarantee if (a) all of the Capital Stock issued by such Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of; (b) the Company designates such Guarantor as an Unrestricted Subsidiary; (c) if the Company exercises its legal defeasance option or its covenant defeasance option; or (d) upon satisfaction and discharge of the Indenture or payment in full in cash of the principal or, premium, if any, accrued and unpaid interest. | |||||||||||||||||||||||||
The holders of the Notes have a first priority lien on substantially all of the Company's assets and the assets of the Guarantors, except with respect to accounts receivable, inventory, deposit accounts, securities accounts, cash, securities and general intangibles (other than intellectual property), on which the holders of the Notes have a second priority lien to the Company's $110.0 million credit agreement. | |||||||||||||||||||||||||
The Company pays interest on the Notes semi-annually, in arrears, on May 15 and November 15 of each year. | |||||||||||||||||||||||||
The Notes include customary covenants and events of default as well as a consolidated fixed charge ratio of 2.0 :1 for the incurrence of additional indebtedness. Negative covenants include, among other things, limitations on additional debt, liens, negative pledges, investments, dividends, stock repurchases, asset sales and affiliate transactions. Events of default include, among other events, non-performance of covenants, breach of representations, cross-default to other material debt, bankruptcy, insolvency, material judgments and changes in control. As of December 28, 2014, the Company was in compliance with the covenants contained in the Indenture governing the Notes. | |||||||||||||||||||||||||
On or after May 15, 2016, the Company may redeem some or all of the Notes at 105.25% of the aggregate principal amount of such Notes through May 15, 2017, 102.625% of the aggregate principal amount of such Notes through May 15, 2018 and 100% of the aggregate principal amount of such Notes thereafter, plus accrued and unpaid interest to the date of redemption. In addition, the Company may redeem up to 35% of the Notes at 107% of the aggregate principal amount of such Notes plus accrued and unpaid interest before May 15, 2016 with the net proceeds of certain equity offerings. The Company may also redeem some or all of the Notes before May 15, 2016 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium. In addition, at one time prior to May 15, 2016, the Company may redeem up to 10% of the original aggregate principal amount of the Notes issued under the Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption. | |||||||||||||||||||||||||
On September 17, 2014, the Company commenced an offer to exchange the outstanding Notes for an equal amount of new 7.00% Senior Secured Notes due 2019 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended. The Company made the exchange offer pursuant to the terms of the Registration Rights Agreement, dated May 14, 2014, that it entered into with the Guarantors and the representative of the initial purchasers of the Notes. The purpose of the exchange offer was to allow holders of the Notes to exchange their Notes for Exchange Notes that are not subject to transfer restrictions. The terms of the Exchange Notes are identical in all material respects to the terms of the Notes, except the Exchange Notes have been registered under the Securities Act. The Exchange Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the Company and each of its subsidiaries, as the guarantors thereof. The Company pays interest on the Exchange Notes semi-annually, in arrears, on May 15 and November 15 of each year. The Company completed the exchange offer on October 16, 2014, at which time the holders of all outstanding Notes had elected to exchange their Notes for Exchange Notes. The Company has no further obligations under the Registration Rights Agreement. | |||||||||||||||||||||||||
(b) Other Indebtedness | |||||||||||||||||||||||||
$110.0 Million Credit Facility | |||||||||||||||||||||||||
On May 14, 2014, the Company replaced its credit facility with KeyBank National Association and entered into a Credit and Security Agreement (the “Credit Agreement”), by and among the Company, the lenders from time to time party thereto, SunTrust Bank, as Agent (the “Agent”), PNC Bank, National Association, as Joint Lead Arranger and Documentation Agent and SunTrust Robinson Humphrey, Inc., as Joint Lead Arranger and Sole Book Runner. The Credit Agreement establishes a five-year senior secured revolving credit facility in the maximum amount of $110.0 million (subject to a potential increase of the maximum principal amount to $135.0 million, subject to the Agent's and applicable lenders’ approval as described therein), consisting of a subline for letters of credit in an amount not to exceed $50.0 million, as well as a swingline loan in an aggregate principal amount at any time outstanding not to exceed $10.0 million. The Credit Agreement is secured by a lien on substantially all of the Company's assets and the assets of the guarantors thereunder, subject to certain exceptions and permitted liens. The Credit Agreement has a first priority lien on accounts receivable, inventory, deposit accounts, securities accounts, cash, securities and general intangibles (other than intellectual property). On all other assets, the Credit Agreement has a second priority lien junior to the lien securing the Notes. | |||||||||||||||||||||||||
The Credit Agreement contains certain covenants, which include, but are not limited to, restrictions on indebtedness, liens, and investments, and places limits on other various payments, as well as a financial covenant relating to a minimum fixed charge coverage ratio of 1.15:1. Events of default under the terms of the Credit Agreement include, but are not limited to: failure of the Company to pay any principal of any loans in full when due and payable; failure of the Company to pay any interest on any loan or any fee or other amount payable under the Credit Agreement within three business days after the date when due and payable; failure of the Company or any of its subsidiaries to comply with certain covenants and agreements, subject to applicable grace periods and/or notice requirements; or any representation, warranty or statement made in or pursuant to the Credit Agreement or any related writing or any other material information furnished by the Company or any of its subsidiaries to the Agent or the lenders shall prove to be false or erroneous. Subject to certain notice requirements and other conditions, upon the occurrence of an event of default, commitments may be terminated and the principal of, and interest then outstanding on, all of the loans may become immediately due and payable. However, where an event of default arises from certain bankruptcy events, the commitments shall automatically and immediately terminate and the principal of, and interest then outstanding on, all of the loans shall become immediately due and payable. | |||||||||||||||||||||||||
Borrowings under the revolving Credit Agreement may take the form of a base rate revolving loan, Eurodollar revolving loan or swingline loan. Base rate revolving loans and swingline loans will bear interest at a rate per annum equal to the sum of the applicable margin from time to time in effect plus the highest of (i) the Agent’s prime lending rate, as in effect at such time, (ii) the federal funds rate, as in effect at such time, plus 0.50% per annum, and (iii) the adjusted LIBOR rate determined at such time for an interest period of one month, plus 1.00% per annum. Eurodollar revolving loans will bear interest at a rate per annum equal to the sum of the applicable margin from time to time in effect plus the adjusted LIBOR rate. The applicable margin varies between 1.50% - 2.00% for base rate revolving loans and swingline loans and 2.50% - 3.00% for Eurodollar loans, and is based on several factors including the Company’s then-existing borrowing base and the Lender’s total commitment amount and revolving credit exposure. The calculation of the Company’s borrowing base takes into account several items relating to the Company and its subsidiaries, including amounts due and owing under billed and unbilled accounts receivables, then-held eligible raw materials inventory, work-in-process inventory, and applicable reserves. As of December 28, 2014, there was $41.0 million outstanding on the Credit Agreement and $13.6 million was outstanding on letters of credit, resulting in net borrowing base availability of $45.1 million. The Company was in compliance with the financial covenants of the Credit Agreement as of December 28, 2014. | |||||||||||||||||||||||||
Debt Acquired in Acquisition | |||||||||||||||||||||||||
The Company has a 10 year term loan with a bank in Israel entered into on September 16, 2008 in connection with the acquisition of one of its wholly owned subsidiaries. The balance as of December 28, 2014 was $3.8 million, and the loan is payable in quarterly installments of $0.3 million plus interest at LIBOR plus a margin of 1.5%. The loan agreement contains various covenants, including a minimum net equity covenant as defined in the loan agreement. The Company was in compliance with all covenants, as of December 28, 2014. | |||||||||||||||||||||||||
Fair Value of Long-term Debt | |||||||||||||||||||||||||
Carrying amounts and the related estimated fair values of the Company’s long-term debt financial instruments not measured at fair value on a recurring basis at December 29, 2013 and December 28, 2014 are presented in the following table: | |||||||||||||||||||||||||
As of December 29, 2013 | As of December 28, 2014 | ||||||||||||||||||||||||
$ in millions | Principal | Carrying | Fair Value | Principal | Carrying | Fair Value | |||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Long-term debt | $ | 629.8 | $ | 644.3 | $ | 679.7 | $ | 669.8 | $ | 664 | $ | 577.1 | |||||||||||||
The fair value of the Company’s long-term debt was based upon actual trading activity (Level 1, Observable inputs —quoted prices in active markets) and is the estimated amount the Company would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market value of interest at the balance sheet date. | |||||||||||||||||||||||||
The net unamortized original issue discount of $5.8 million as of December 28, 2014, which is the difference between the carrying amount of $664.0 million and the principal amount of $669.8 million presented in the previous table, is being accreted to interest expense over the term of the related debt. | |||||||||||||||||||||||||
Future maturities of long-term debt for each of the years ending 2015 through 2017 are $1.0 million per year, $0.8 million in 2018, and $666.0 million in 2019. |
Lease_Commitments
Lease Commitments | 12 Months Ended | |||||||||
Dec. 28, 2014 | ||||||||||
Leases [Abstract] | ||||||||||
Lease Commitments | Lease Commitments | |||||||||
The Company leases certain facilities and equipment under operating and capital leases having terms expiring at various dates through 2023. | ||||||||||
Future minimum lease payments under capital and operating leases as of December 28, 2014, which does not include $4.5 million in sublease income on the Company's operating leases, are as follows (in millions): | ||||||||||
Year | Capital Leases | Operating Leases | ||||||||
2015 | $ | 0.1 | $ | 20.2 | ||||||
2016 | — | 17.2 | ||||||||
2017 | — | 15.1 | ||||||||
2018 | — | 12.7 | ||||||||
2019 | — | 10.5 | ||||||||
Thereafter | — | 9.1 | ||||||||
Total future minimum lease payments | 0.1 | $ | 84.8 | |||||||
Less amount representing interest | — | |||||||||
Present value of capital lease obligations | 0.1 | |||||||||
Less current portion | 0.1 | |||||||||
Long-term capital lease obligations | $ | — | ||||||||
The following is an analysis of the leased property under capital leases by major class (in millions): | ||||||||||
December 29, 2013 | December 28, 2014 | |||||||||
Classes of Property | ||||||||||
Facilities | $ | 1 | $ | — | ||||||
Vehicles | 0.5 | 0.3 | ||||||||
Office equipment | 0.4 | 0.1 | ||||||||
Total | 1.9 | 0.4 | ||||||||
Less: Accumulated amortization | 1.7 | 0.4 | ||||||||
$ | 0.2 | $ | — | |||||||
Amortization expense related to capital leases was $0.1 million, $0.2 million and $0.2 million for the years ended December 30, 2012, December 29, 2013 and December 28, 2014, respectively. | ||||||||||
Gross rent expense under operating leases for the years ended December 30, 2012, December 29, 2013, and December 28, 2014 was $21.1 million, $20.9 million, and $25.1 million, respectively. Total sublease income for the years ended December 30, 2012, December 29, 2013, and December 28, 2014, totaling $2.7 million, $2.3 million, and $3.3 million, respectively, has been netted against rent expense. | ||||||||||
The Company's accrual for excess facilities was $18.7 million, $12.4 million, and $11.3 million as of December 30, 2012, December 29, 2013 and December 28, 2014, respectively. The Company estimates that the remaining accrual will be paid through 2020. | ||||||||||
The accrual for excess facilities is as follows (in millions): | ||||||||||
Excess Facilities | ||||||||||
Balance as of December 30, 2012 | $ | 18.7 | ||||||||
Adjustment of excess facility accrual | (4.7 | ) | ||||||||
Cash payments | (1.6 | ) | ||||||||
Balance as of December 29, 2013 | 12.4 | |||||||||
Adjustments of excess facility accruals | 0.2 | |||||||||
Cash payments | (1.3 | ) | ||||||||
Balance as of December 28, 2014 | $ | 11.3 | ||||||||
The adjustment to the excess facility accrual in 2013 was primarily due to a change in the estimated excess office space at our Colombia, Maryland administrative facilities. The adjustment of $0.2 million for 2014 was primarily due to an estimated excess facility accrual of office space at our Sacramento, California administrative facilities. | ||||||||||
The lease on certain office facilities includes scheduled base rent increases over the term of the lease. The total amount of the base rent payments is being charged to expense on the straight-line method over the term of the lease. In addition to the base rent payment, the Company pays a monthly allocation of the building's operating expenses. The Company has recorded deferred rent, included in accrued expenses and other long-term liabilities in the Consolidated Balance Sheets, of $1.3 million, $3.2 million, and $5.3 million at December 30, 2012, December 29, 2013 and December 28, 2014, respectively, to reflect the excess of rent expense over cash payments since inception of the respective leases. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 12 Months Ended | ||||||||||
Dec. 28, 2014 | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Net Loss Per Common Share | Net Loss Per Common Share | ||||||||||
The Company calculates net loss per share in accordance with FASB ASC Topic 260, Earnings per Share (“Topic 260”). Under Topic 260, basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per common share reflects the effects of potentially dilutive securities. | |||||||||||
The following shares were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive (in millions): | |||||||||||
December 30, 2012 | December 29, 2013 | December 28, 2014 | |||||||||
Shares from stock options and awards | 3.6 | 2.6 | 0.9 | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
The components of income (loss) from continuing operations before income taxes are listed below (in millions): | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Domestic | $ | (120.3 | ) | $ | (39.4 | ) | $ | (84.0 | ) | ||||
Foreign | 5.8 | 7.5 | 11.1 | ||||||||||
Total | $ | (114.5 | ) | $ | (31.9 | ) | $ | (72.9 | ) | ||||
The provision (benefit) for income taxes from continuing operations for the years ended December 30, 2012, December 29, 2013, and December 28, 2014 are comprised of the following (in millions): | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Federal income taxes: | |||||||||||||
Current | $ | — | $ | (1.7 | ) | $ | — | ||||||
Deferred | (3.5 | ) | 0.3 | 3.3 | |||||||||
Total Federal | (3.5 | ) | (1.4 | ) | 3.3 | ||||||||
State and local income taxes | |||||||||||||
Current | 0.8 | 2 | 1.6 | ||||||||||
Deferred | 0.4 | (0.7 | ) | (1.7 | ) | ||||||||
Total State and local | 1.2 | 1.3 | (0.1 | ) | |||||||||
Foreign income taxes: | |||||||||||||
Current | 0.1 | 0.1 | 1.2 | ||||||||||
Deferred | 0.6 | — | 0.7 | ||||||||||
Total Foreign | 0.7 | 0.1 | 1.9 | ||||||||||
Total | $ | (1.6 | ) | $ | — | $ | 5.1 | ||||||
A reconciliation of the total income tax provision (benefit) to the amount computed by applying the statutory federal income tax rate of 35% to the loss from continuing operations before income taxes for the years ended December 30, 2012, December 29, 2013 and December 28, 2014 is as follows (in millions): | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Income tax expense (benefit) at federal statutory rate | $ | (40.1 | ) | $ | (11.1 | ) | $ | (25.5 | ) | ||||
State taxes, net of federal tax benefit and valuation allowance | 0.7 | 1.8 | 0.8 | ||||||||||
Difference in tax rates between U.S. and foreign | (1.5 | ) | (2.6 | ) | (2.0 | ) | |||||||
Increase in federal valuation allowance | 14.2 | 13 | 26.9 | ||||||||||
Nondeductible expense | 0.3 | 0.7 | 2.5 | ||||||||||
Increase (decrease) in reserve for uncertain tax positions | 0.1 | (1.4 | ) | 0.8 | |||||||||
Transaction costs | 0.1 | — | — | ||||||||||
Changes to indefinite life items and separate state deferred taxes | (3.0 | ) | (0.4 | ) | 1.6 | ||||||||
Goodwill impairment | 27.6 | — | — | ||||||||||
Total | $ | (1.6 | ) | $ | — | $ | 5.1 | ||||||
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 29, 2013 and December 28, 2014 are as follows (in millions): | |||||||||||||
2013 | 2014 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 0.7 | $ | 0.6 | |||||||||
Sundry accruals | 2.8 | 2.3 | |||||||||||
Vacation accrual | 5.2 | 5.1 | |||||||||||
Stock-based compensation | 6.1 | 5.4 | |||||||||||
Payroll related accruals | 3.3 | 4.6 | |||||||||||
Lease accruals | 9.1 | 8.4 | |||||||||||
Investments | 1.9 | 2 | |||||||||||
Net operating loss carryforwards | 118.2 | 144.3 | |||||||||||
Tax credit carryforwards | 5.1 | 6.5 | |||||||||||
Deferred revenue | 2.4 | 2.4 | |||||||||||
Reserves and other | 10.2 | 9.3 | |||||||||||
165 | 190.9 | ||||||||||||
Valuation allowance | (123.1 | ) | (154.0 | ) | |||||||||
Total deferred tax assets, net of valuation allowance | 41.9 | 36.9 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Unearned revenue | (35.8 | ) | (35.8 | ) | |||||||||
Other intangibles | (4.7 | ) | (2.7 | ) | |||||||||
Property and equipment, principally due to differences in depreciation | (7.7 | ) | (6.5 | ) | |||||||||
Other | (0.9 | ) | (1.3 | ) | |||||||||
Total deferred tax liabilities | (49.1 | ) | (46.3 | ) | |||||||||
Net deferred tax asset (liability) | $ | (7.2 | ) | $ | (9.4 | ) | |||||||
In assessing the Company's ability to realize deferred tax assets, management considers, on a periodic basis, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As such, management has determined that it is appropriate to maintain a full valuation allowance against the Company's deferred tax assets, with the exception of an amount equal to its deferred tax liabilities, which can be expected to reverse over a definite life and certain foreign and separate state deferred tax assets. Management will continue to evaluate the necessity to maintain a valuation allowance against the Company's net deferred tax assets. During fiscal 2014, the Company recorded a net increase in its federal valuation allowance of $30.9 million. | |||||||||||||
At December 28, 2014, the Company had federal tax loss carryforwards of $391.5 million and various state tax loss carryforwards of $285.0 million including net operating losses resulting from stock options of $14.4 million for federal and state, which if recognized would result in additional paid-in-capital. The federal tax loss carryforwards will begin to expire in 2019 and state tax loss carryforwards will begin to expire in 2015 in certain states. | |||||||||||||
Federal and state income tax laws impose restrictions on the utilization of net operating loss (“NOL”) and tax credit carryforwards in the event that an “ownership change” occurs for tax purposes, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). In general, an ownership change occurs when shareholders owning 5% or more of a “loss corporation” (a corporation entitled to use NOL or other loss carryovers) have increased their ownership of stock in such corporation by more than 50 percentage points during any 3-year period. The annual base Section 382 limitation is calculated by multiplying the loss corporation's value at the time of the ownership change by the greater of the long-term tax-exempt rate determined by the Internal Revenue Service in the month of the ownership change or the two preceding months. This base limitation is subject to adjustments, including an increase for built-in gains recognized in the five year period after the ownership change. In March 2010, an “ownership change” occurred that will limit the utilization of NOL carryforwards. In July 2011, another “ownership change” occurred. The March 2010 ownership change limitation is more restrictive. In prior years the company acquired corporations with NOL carryforwards at the date of acquisition (Acquired NOLs). The Acquired NOLs are subject to separate limitations that may further restrict the use of Acquired NOLs. As a result, the Company's federal annual utilization of NOL carryforwards will be limited to at least $27 million a year for the five years succeeding the March 2010 ownership change and at least $11.6 million for each year thereafter subject to separate limitations for Acquired NOLs. If the entire limitation amount is not utilized in a year, the excess can be carried forward and utilized in future years. For the year ended December 28, 2014, there was no impact of such limitations on the income tax provision since the amount of taxable income did not exceed the annual limitation amount. In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could also cause an “ownership change.” If and when any other “ownership change” occurs, utilization of the NOL or other tax attributes may be further limited. As discussed elsewhere, deferred tax assets relating to the NOL and credit carryforwards are offset by a full valuation allowance. In addition, utilization of state tax loss carryforwards is dependent upon sufficient taxable income apportioned to the states. | |||||||||||||
The Company has not provided deferred U.S. income taxes or foreign withholding taxes of approximately $18.1 million on temporary differences relating to the outside basis in its investment in foreign subsidiaries which are essentially permanent in duration. It is the Company's intention to permanently reinvest undistributed earnings of its foreign subsidiaries. As of December 28, 2014 the Company has $10.9 million of cash and cash equivalents available for distribution. | |||||||||||||
The Company is subject to taxation in the U.S., various state tax jurisdictions and various foreign tax jurisdictions. The Company's tax years for 2000 and later are subject to examination by the U.S. and state tax authorities due to the existence of NOL carryforwards. Generally, the Company's tax years for 2002 and later are subject to examination by various foreign tax authorities. | |||||||||||||
The following table summarizes the activity related to the Company's unrecognized tax benefits (in millions): | |||||||||||||
Balance as of December 25, 2011 | $ | 10.1 | |||||||||||
Increases related to prior periods (acquired entities) | 3.7 | ||||||||||||
Increases related to current year tax positions | — | ||||||||||||
Expiration of applicable statutes of limitations | (0.1 | ) | |||||||||||
Settlements with taxing authorities | (0.3 | ) | |||||||||||
Balance as of December 30, 2012 | 13.4 | ||||||||||||
Increases related to prior periods (acquired entities) | 3.3 | ||||||||||||
Increases related to current year tax positions | 1.7 | ||||||||||||
Expiration of applicable statutes of limitations | (2.6 | ) | |||||||||||
Settlements with taxing authorities | — | ||||||||||||
Balance as of December 29, 2013 | 15.8 | ||||||||||||
Increases related to prior periods | — | ||||||||||||
Increases related to current year tax positions | 0.8 | ||||||||||||
Expiration of applicable statutes of limitations | (0.2 | ) | |||||||||||
Settlements with taxing authorities | — | ||||||||||||
Balance as of December 28, 2014 | $ | 16.4 | |||||||||||
Included in the balance of unrecognized tax benefits at December 28, 2014, are $16.4 million of tax benefits that, if recognized, would affect the effective tax rate. Included in this amount is $14.5 million that would become a deferred tax asset if the tax benefit were recognized. As such, this benefit may be impacted by a corresponding valuation allowance depending upon the Company's consolidated financial position at the time the benefits are recognized. | |||||||||||||
The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. For the years ended December 30, 2012, December 29, 2013 and December 28, 2014, the Company recorded $0.4 million, $0.2 million and $0.2 million, respectively, in interest or penalties. These amounts are netted by a benefit for interest and penalties related to the reversal of prior positions as noted above of $0.1 million, $0.2 million, and $0.1 million for the years ended December 30, 2012, December 29, 2013, and December 28, 2014, respectively. As of December 30, 2012, December 29, 2013, and December 28, 2014, the Company had recorded total interest and penalties of $0.7 million, $0.7 million, and $0.8 million, respectively. | |||||||||||||
The Company believes that no material amount of the liabilities for uncertain tax positions will expire within 12 months of December 28, 2014. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||
Discontinued Operations | Discontinued Operations | ||||||||||||
In June of 2012, consistent with the Company's plans to complete its assessment and evaluation of the non-core businesses acquired in the Integral acquisition, the Company committed to a plan to sell certain lines of business associated with antennas, satellite-cased products and fly-away terminals. These operations were previously reported in the KGS segment, and in accordance with Topic 205, these businesses have been classified as held for sale and reported in discontinued operations in the accompanying consolidated financial statements. In the second quarter of 2012, the Company recorded a $1.5 million impairment charge associated with the portion of goodwill that was allocated to the discontinued businesses based on management's estimate of the fair value of the discontinued businesses. The Company sold its domestic operations to two buyers for approximately $0.8 million in cash consideration and the assumption of certain liabilities. The Company received $0.3 million in cash in 2012 from the first buyer and $0.5 million in cash in April 2013 from the second buyer. The Company recorded a $1.2 million impairment charge in the first quarter of 2013 related to its revised estimate of the fair value of these operations. | |||||||||||||
The following table presents the results of discontinued operations including gain and loss on disposals which is included in loss before taxes (in millions): | |||||||||||||
Year ended December 30, 2012 | Year ended December 29, 2013 | Year ended December 28, 2014 | |||||||||||
Revenue | $ | 18.5 | $ | 3.7 | $ | — | |||||||
Loss before taxes | (1.8 | ) | (5.3 | ) | — | ||||||||
Benefit for income taxes | (0.3 | ) | — | — | |||||||||
Net loss | $ | (1.5 | ) | $ | (5.3 | ) | $ | — | |||||
The benefit for income taxes for the year ended December 30, 2012 was primarily due to the expiration of the statute of limitations for certain foreign tax contingencies related to the Company’s discontinued wireless services business. | |||||||||||||
The following is a summary of the liabilities of discontinued operations, which are in other current liabilities and other long-term liabilities in the accompanying Consolidated Balance Sheets as of December 29, 2013 and December 28, 2014 (in millions): | |||||||||||||
December 29, 2013 | December 28, 2014 | ||||||||||||
Accrued expenses and accounts payable | $ | 1.1 | $ | 0.7 | |||||||||
Other current liabilities | 1.4 | 0.5 | |||||||||||
Current liabilities of discontinued operations | $ | 2.5 | $ | 1.2 | |||||||||
Other long-term liabilities of discontinued operations | $ | 0.2 | $ | — | |||||||||
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 28, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement |
The Company adopted Topic 820 with the exception of the application of the statement to non-recurring nonfinancial assets and nonfinancial liabilities. Non-recurring nonfinancial assets and nonfinancial liabilities for which it has not applied the provisions of Topic 820 include those measured at fair value in goodwill impairment testing, indefinite lived intangible assets measured at fair value for impairment testing, asset retirement obligations initially measured at fair value, and those assets and liabilities initially measured at fair value in a business combination. | |
Topic 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||
Dec. 28, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Stockholders' Equity | Stockholders’ Equity | |||||||||||||
(a) | Common Stock | |||||||||||||
On May 14, 2012, the Company sold 20.0 million shares of its common stock at a purchase price of $5.00 per share in an underwritten public offering. The Company received gross proceeds of $100.0 million. After deducting underwriting and other offering expenses, the Company received approximately $97.0 million in net proceeds. The Company used the net proceeds from this offering to fund a portion of the cash consideration paid to the stockholders of CEI in connection with the Company's acquisition thereof on July 2, 2012. | ||||||||||||||
(b) Stock Option Plans and Restricted Stock Unit Plans | ||||||||||||||
In March 2014 the Board approved the 2014 Equity Incentive Plan (the "2014 Plan"). The 2014 Plan is the successor to the Kratos Defense & Security Solutions, Inc. 2011 Equity Incentive Plan, the Kratos Defense & Security Solutions, Inc. Amended and Restated 2005 Equity Incentive Plan, the Kratos Defense & Security Solutions, Inc. 2000 Nonstatutory Stock Option Plan, the Kratos Defense & Security Solutions, Inc. 1999 Equity Incentive Plan, the Amended and Restated Integral Systems, Inc. 2008 Stock Incentive Plan, the Amended and Restated Herley Industries, Inc. 2010 Stock Plan, the Herley Industries, Inc. 2003 Stock Option Plan, the Henry Bros. Electronics, Inc. 2007 Stock Option Plan, the Henry Bros. Electronics, Inc. 2006 Stock Option Plan, the Amended and Restated 2005 Digital Fusion, Inc. Equity Incentive Plan, the 2000 Digital Fusion, Inc. Stock Option Plan, the 1999 Digital Fusion, Inc. Stock Option Plan, and the 1998 Digital Fusion, Inc. Stock Option Plan (collectively, the "Prior Plans"). | ||||||||||||||
The 2014 Plan became effective May 14, 2014 and no additional stock awards will be granted under the Prior Plans as of April 1, 2014. All outstanding stock awards granted subject to the terms of the Prior Plans will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the respective Prior Plans. Any shares subject to outstanding stock awards granted under the Prior Plans or granted outside of a Prior Plan that, at any time after March 27, 2014, (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited, canceled or otherwise returned to the Company because of the failure to meet a contingency or condition required to vest such shares; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award (collectively, the "Returning Shares") will immediately be added to the share reserve of the 2014 Plan and become available for issuance pursuant to stock awards granted under the 2014 Plan. | ||||||||||||||
As of March 27, 2014, there were 2,306,256 shares remaining available for issuance under the Prior Plans. The total number of awards outstanding under all of the Prior Plans and outside of any Prior Plan was 5,511,322 as of March 27, 2014. The 2014 Plan decreased the number of shares remaining available for issuance under its equity compensation plans from 2,306,256 to 1,550,000, although, per the 2014 Plan, up to 5,511,322 shares subject to outstanding awards under the Prior Plans and non-plan grants could potentially become Returning Shares available for issuance under the 2014 Plan. | ||||||||||||||
The Company's board of directors (“Board”) may grant equity-based awards to selected employees, directors and consultants of the Company pursuant to its 2014 Plan. As of December 28, 2014, there are approximately 3,208,000 shares reserved for issuance for future grant under the 2014 Plan. The Board may amend or terminate the 2014 Plan at any time. Certain amendments, including an increase in the share reserve, require stockholder approval. Generally, options and restricted stock units outstanding vest over periods not exceeding ten years. When the Company grants stock options, they are granted with a per share exercise price not less than the fair market value of the Company's common stock on the date of grant, and generally would be exercisable for up to ten years from the grant date. | ||||||||||||||
The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model or a trinomial lattice options pricing model with the weighted average assumptions (annualized percentages) included in the following table. Awards with graded vesting are recognized using the straight-line method with the following assumptions: | ||||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Stock Options | ||||||||||||||
Expected life (1) | 10 | 6.25 - 10.0 | 10 | |||||||||||
Risk-free interest rate(2) | 1.6% - 2.3% | 1.1% - 2.9% | 2.4% - 2.7% | |||||||||||
Volatility(3) | 59.0% - 59.7% | 56.8% - 61.2% | 54.5% - 56.1% | |||||||||||
Forfeiture rate(4) | 16.30% | 10.00% | 2.5% - 15.2% | |||||||||||
Dividend yield(5) | —% | —% | —% | |||||||||||
(1) In 2012, no unvested options were granted and the expected life was equal to the life of the option. | ||||||||||||||
(2) The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant with a term equal to the expected term of the options. | ||||||||||||||
(3) In 2012, 2013, and 2014, the Company estimated implied volatility based upon trailing volatility. | ||||||||||||||
(4) Forfeitures are estimated at the time of grant based upon historical information. Forfeitures will be revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. | ||||||||||||||
(5) The Company has no history or expectation of paying dividends on its common stock. | ||||||||||||||
A summary of the status of the Company's stock option plan as of December 28, 2014 and changes in options outstanding under the plan for the year ended December 28, 2014 is as follows: | ||||||||||||||
Number of | Weighted-Average Exercise Price per Share | Weighted- | Aggregate Intrinsic Value | |||||||||||
Shares Under Option | Average | |||||||||||||
Remaining | ||||||||||||||
Contractual | ||||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
(000's) | (000's) | |||||||||||||
Options outstanding at December 29, 2013 | 1,721 | $ | 13.16 | 5.8 | $ | 2,179.00 | ||||||||
Granted | 10 | $ | 6.62 | 0 | — | |||||||||
Exercised | (45 | ) | $ | 3.87 | 0 | — | ||||||||
Forfeited or expired | (188 | ) | $ | 35.19 | 0 | — | ||||||||
Options outstanding at December 28, 2014 | 1,498 | $ | 11.06 | 5.6 | $ | 108.37 | ||||||||
Options exercisable at December 28, 2014 | 649 | $ | 18.94 | 2.4 | $ | 8.95 | ||||||||
As of December 28, 2014, there was $1.5 million of total unrecognized stock-based compensation expense related to nonvested options which is expected to be recognized over a remaining weighted-average vesting period of 3.3 years. Upon exercise of an option, the Company issues new shares of common stock. | ||||||||||||||
During the years ended December 30, 2012, December 29, 2013, and December 28, 2014 the following values relate to the grants and exercises under the Company's option plans: | ||||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Weighted average grant date fair value of options granted | $ | 3.56 | $ | 2.86 | $ | 4.4 | ||||||||
Total intrinsic value of options exercised (in thousands) | $ | — | $ | — | $ | 171 | ||||||||
The following table summarizes the Company's Restricted Stock Unit activity: | ||||||||||||||
Restricted | Weighted-Average Grant Date Fair Value | |||||||||||||
Stock Units | ||||||||||||||
(000's) | ||||||||||||||
Nonvested balance at December 29, 2013 | 3,345 | $ | 7.26 | |||||||||||
Grants | 555 | $ | 7.9 | |||||||||||
Vested | (126 | ) | $ | 10.93 | ||||||||||
Forfeitures | (1,564 | ) | $ | 6.1 | ||||||||||
Vested but not released | (2 | ) | $ | 12.19 | ||||||||||
Nonvested balance at December 28, 2014 | 2,208 | $ | 8.03 | |||||||||||
As of December 28, 2014, there was $8.1 million of total unrecognized stock-based compensation expense related to nonvested restricted stock units which is expected to be recognized over a remaining weighted-average vesting period of 2.7 years. The fair value of RSU awards that vested in 2012, 2013, and 2014 was $1.9 million, $1.7 million, and $1.4 million, respectively. | ||||||||||||||
(d) | Employee Stock Purchase Plan | |||||||||||||
In August 1999, the Board approved the 1999 Employee Stock Purchase Plan (“Purchase Plan”). A total of 3.7 million shares of Common Stock have been authorized for issuance under the Purchase Plan. The Purchase Plan qualifies as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Service Code. Unless otherwise determined by the Compensation Committee of the Board, all employees are eligible to participate in the Purchase Plan so long as they are employed by the Company (or a subsidiary designated by the Board) for at least 20 hours per week and were customarily employed by the Company (or a subsidiary designated by the Board) for at least 5 months per calendar year. | ||||||||||||||
Employees who actively participate in the Purchase Plan are eligible to have up to 15% of their earnings for each purchase period withheld pursuant to the Purchase Plan. The amount that is withheld is used at various purchase dates within the offering period to purchase shares of Common Stock. The price paid for Common Stock at each such purchase date is equal to the lower of 85% of the fair market value of the Common Stock at the commencement date of that offering period or 85% of the fair market value of the Common Stock on the relevant purchase date. Employees are also able to end their participation in the offering at any time during the offering period, and participation ends automatically upon termination of employment. From the Purchase Plan's inception through December 28, 2014, the cumulative number of shares of Common Stock that have been issued under the Purchase Plan is 2.4 million and approximately 1.3 million shares are available for future issuance. During fiscal 2014, approximately 632,000 shares were issued under the plan at an average price of $6.14. | ||||||||||||||
The fair value of Kratos' Purchase Plan shares for 2014 was estimated using the Black-Scholes option pricing model. The assumptions and resulting fair values of options granted for 2012, 2013 and 2014 were as follows: | ||||||||||||||
Offering | Offering | Offering | ||||||||||||
Periods | Periods | Periods | ||||||||||||
January 1 to | January 1 to | January 1 to | ||||||||||||
December 31, | December 31, | 31-Dec | ||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Expected term (in years)(1) | 0.5 | 0.5 | 0.5 | |||||||||||
Risk-free interest rate(2) | 0.06% - 0.16% | 0.10% - 0.11% | 0.07% - 0.10% | |||||||||||
Expected volatility(3) | 49.70% - 65.73% | 36.95% - 43.70% | 40.14% - 40.23% | |||||||||||
Expected dividend yield(4) | 0% | 0% | 0% | |||||||||||
Weighted average grant-date fair value per share | $1.93 | $1.50 | $2.09 | |||||||||||
-1 | The expected term is equivalent to the offering period. | |||||||||||||
-2 | The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant with a term equal to the expected term. | |||||||||||||
(3) The Company estimated implied volatility based upon trailing volatility. | ||||||||||||||
(4) The Company has no history or expectation of paying dividends on its common stock. | ||||||||||||||
As of December 28, 2014, there was no material unrecognized compensation expense related to the Employee Stock Purchase Plan. |
Retirement_Plans
Retirement Plans | 12 Months Ended |
Dec. 28, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans |
The Company provides eligible employees the opportunity to participate in defined-contribution savings plans (commonly known as 401(k) plans), which permit contributions on a before-tax basis. Generally, salaried employees and certain hourly employees are eligible to participate in the plans. Under most plans, the employee may contribute to various investment alternatives. In certain plans, the Company matches a portion of the employees' contributions. The Company's contributions to these defined-contribution savings plans totaled $5.1 million in 2012, $6.0 million in 2013 and $5.9 million in 2014. |
Significant_Customers
Significant Customers | 12 Months Ended |
Dec. 28, 2014 | |
Segment Reporting [Abstract] | |
Significant Customers | Significant Customers |
Revenue from the U.S. Government (which includes Foreign Military Sales) includes revenue from contracts for which Kratos is the prime contractor as well as those for which the Company is a subcontractor and the ultimate customer is the U.S. Government. The KGS and US segments have substantial revenue from the U.S. Government. Sales to the U.S. Government amounted to approximately $627.8 million, $606.7 million, and $514.6 million or 65%, 64%, and 59%, of total revenue for the years ended December 30, 2012, December 29, 2013, and December 28, 2014, respectively. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segment Information | Segment Information | ||||||||||||
The Company historically operated in two reportable segments: Kratos Government Solutions (“KGS”) and Public Safety & Security (“PSS”). In the fourth quarter of 2014, the Company expanded the number of reportable segments to three as we separated the KGS segment into two reportable segments: KGS and Unmanned Systems (“US”). As a result, the KGS reportable segment is comprised of an aggregation of Kratos’ Government Solutions operating segments, including our electronic products, satellite communications, modular systems and rocket support operating segments. | |||||||||||||
The new Unmanned Systems reportable segment consists of our unmanned aerial, ground, seaborne and command, control and communications system business. The KGS and US segments provide products, solutions and services primarily for mission critical national security priorities. KGS and US customers primarily include national security related agencies, the DoD, intelligence agencies and classified agencies, and to a lesser degree, international government agencies and domestic and international commercial customers. The PSS segment provides independent integrated solutions for advanced homeland security, public safety, critical infrastructure, and security and surveillance systems for government and commercial applications. PSS customers are in the critical infrastructure, power generation, power transport, nuclear energy, financial, IT, healthcare, education, transportation and petro-chemical industries, as well as certain government and military customers. | |||||||||||||
The Company organizes its reportable segments based on the nature of the products, solutions and services offered. Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. This presentation is consistent with the Company's operating structure. In the following table, prior year financial information has been recast to conform to the current reportable segments, and total operating income of the reportable business segments is reconciled to the corresponding consolidated amount. The reconciling item “corporate activities” includes costs for certain stock-based compensation programs (including stock-based compensation costs for stock options, employee stock purchase plan and restricted stock units), the effects of items not considered part of management's evaluation of segment operating performance, merger and acquisition expenses, corporate costs not allocated to the segments, and other miscellaneous corporate activities. | |||||||||||||
Revenues, operating income (loss) and assets disclosed below provided by the Company's reportable segments for the years ended December 30, 2012, December 29, 2013, and December 28, 2014, are as follows (in millions): | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Revenues: | |||||||||||||
Unmanned Systems | |||||||||||||
Service revenues | $ | — | $ | — | $ | — | |||||||
Product sales | 92.3 | 121.6 | 81.5 | ||||||||||
Total Unmanned Systems | 92.3 | 121.6 | 81.5 | ||||||||||
Kratos Government Solutions | |||||||||||||
Service revenues | 264 | 233.9 | 207.4 | ||||||||||
Product sales | 426.9 | 385.4 | 382.7 | ||||||||||
Total Kratos Government Solutions | 690.9 | 619.3 | 590.1 | ||||||||||
Public Safety & Security | |||||||||||||
Service revenues | 186 | 209.7 | 183.4 | ||||||||||
Product sales | — | — | 13 | ||||||||||
Total Public Safety & Security | 186 | 209.7 | 196.4 | ||||||||||
Total revenues | $ | 969.2 | $ | 950.6 | $ | 868 | |||||||
Depreciation and amortization: | |||||||||||||
Unmanned Systems | $ | 9 | $ | 20.3 | $ | 7.3 | |||||||
Kratos Government Solutions | 45.5 | 29.6 | 29.8 | ||||||||||
Public Safety & Security | 3.5 | 3.5 | 2 | ||||||||||
Total depreciation and amortization | $ | 58 | $ | 53.4 | $ | 39.1 | |||||||
Operating income (loss) from continuing operations: | |||||||||||||
Unmanned Systems | $ | 3.5 | $ | (16.9 | ) | $ | (9.6 | ) | |||||
Kratos Government Solutions | (45.0 | ) | 43.3 | 38.5 | |||||||||
Public Safety & Security | (2.5 | ) | 8.3 | (4.4 | ) | ||||||||
Corporate activities | (5.7 | ) | (2.9 | ) | (4.6 | ) | |||||||
Total operating income (loss) from continuing operations | $ | (49.7 | ) | $ | 31.8 | $ | 19.9 | ||||||
Revenues from foreign customers were approximately $116.2 million or 12%, $100.9 million or 11% and $113.5 million or 13% of total revenue for the years ended December 30, 2012, December 29, 2013, and December 28, 2014, respectively. | |||||||||||||
In 2012, the Company recorded an impairment of goodwill and intangible assets of $83.7 million related to the KGS reportable segment and an impairment of intangible assets of $12.9 million related to the PSS reportable segment. See Note 2. | |||||||||||||
In 2012 Corporate activities had a benefit from corporate merger and acquisition expenses of approximately $2.7 million due to a reduction in contingent consideration, settlement of a dispute on fees, and a change in estimate of indemnity obligations related to former directors and officers of Integral. In 2013 the Corporate activities had a benefit from merger related items of $2.0 million due to the reduction in a $3.1 million liability as a result of the final settlement of the indemnity obligations related to former directors and officers of Integral on July 1, 2013, partially offset by other merger expenses and legal fees related to prior acquisitions. | |||||||||||||
Included in the 2013 and 2014 operating loss for the Unmanned Systems Segment is increased costs of $7.6 million and $3.1 million, respectively, related to certain retrofits necessary to address product design changes as well as due to a contract conversion adjustment on certain of our aerial platforms. | |||||||||||||
Reportable segment assets are as follows (in millions): | |||||||||||||
December 29, 2013 | December 28, 2014 | ||||||||||||
Assets: | |||||||||||||
Kratos Government Solutions | $ | 847.5 | $ | 802.6 | |||||||||
Unmanned Systems | 178.1 | 173.2 | |||||||||||
Public Safety & Security | 122.6 | 100.2 | |||||||||||
Corporate activities | 68.4 | 62.8 | |||||||||||
Total assets | $ | 1,216.60 | $ | 1,138.80 | |||||||||
Assets of foreign subsidiaries in the KGS segment were $95.9 million and $98.2 million as of December 29, 2013 and December 28, 2014, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||
In addition to commitments and obligations in the ordinary course of business, the Company is subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of the Company's business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its Consolidated Financial Statements. An estimated loss contingency is accrued in the Company’s Consolidated Financial Statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including but not limited to the procedural status of the matter in question, the presence of complex or novel legal theories, and the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. The amount of ultimate loss may differ from these estimates. It is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. Whether any losses finally determined in any claim, action, investigation or proceeding could reasonably have a material effect on the Company's business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses; the structure and type of any remedies; the monetary significance any such losses, damages or remedies may have on the Consolidated Financial Statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. | ||||||||
(a) Legal and Regulatory Matters. | ||||||||
U.S. Government Cost Claims. The Company's contracts with the Department of Defense are subject to audit by the Defense Contract Audit Agency (“DCAA”). As a result of these audits, from time to time the Company is advised of claims concerning potential disallowed, overstated or disputed costs. For example, during the course of its current audits of the Company's contracts, the DCAA is closely examining and questioning certain of the established and disclosed practices that it had previously audited and accepted. In addition, based on a DCAA audit, the U.S. Department of Justice (“DOJ”) conducted an investigation concerning whether one of the Company's subsidiaries violated the federal False Claims Act by overstating its labor and material costs in a contract with the Department of Defense prior to the Company's acquisition of the subsidiary. The matter was identified during the acquisition process and was taken into consideration in the purchase price allocation of this subsidiary. In December 2014, the Company reached a negotiated settlement with the DOJ concerning the disputed contract costs. The settlement was finalized by a written agreement that became effective on January 26, 2015 and paid on February 2015. The difference between the settlement and the Company's reserve was immaterial to the Company's consolidated financial statements. | ||||||||
Other Litigation Matters. The Company is subject to normal and routine litigation arising from the ordinary course and conduct of business, and, at times, as a result of acquisitions and dispositions. Such disputes include, for example, commercial, employment, intellectual property, environmental and securities matters. The aggregate amounts accrued related to these matters are not material to the total liabilities of the Company. We intend to defend ourselves in any such matters and do not currently believe that the outcome of any such matters will have a material adverse impact on our financial condition, results of operations or cash flows. | ||||||||
(b) Warranty | ||||||||
Certain of the Company’s products, product finishes, and services are covered by a warranty to be free from defects in material and workmanship for periods ranging from one to ten years. Optional extended warranty contracts can also be purchased with the revenue deferred and amortized over the extended warranty period. The Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of warranty obligations. Warranty revenues related to extended warranty contracts are amortized to income, over the life of the contract, using the straight-line method. Costs under extended warranty contracts are expensed as incurred. | ||||||||
The Company’s estimate of costs to service its warranty obligations is based upon historical experience and expectations of future conditions. To the extent that the Company experiences any changes in warranty claim activity or costs associated with servicing those claims, its warranty liability is adjusted accordingly. | ||||||||
The changes in the Company's aggregate product warranty liabilities, which are included in other current liabilities and other long term-liabilities on the Company's Consolidated Balance Sheets, were as follows (in millions): | ||||||||
Year Ended | ||||||||
December 29, | December 28, | |||||||
2013 | 2014 | |||||||
Balance, at beginning of the period | $ | 5.2 | $ | 5.4 | ||||
Costs accrued and revenues deferred | 1.2 | 0.4 | ||||||
Adjustments to preexisting warranties | (0.9 | ) | (0.4 | ) | ||||
Settlements made (in cash or kind) and revenues recognized | (0.1 | ) | (0.1 | ) | ||||
Balance, at end of period | 5.4 | 5.3 | ||||||
Less: Non-Current portion | 0.3 | 0.4 | ||||||
Current warranty liability | $ | 5.1 | $ | 4.9 | ||||
(c) | Self-Insured Health and Workers' Compensation Plans | |||||||
The Company has health plans which are self-insured and also has liabilities related to its self-insured worker's compensation plans for its discontinued wireless business. The liabilities related to the health plans are a component of total accrued expenses and the liabilities related to the workers' compensation plans are a component of current liabilities of discontinued operations in the Consolidated Balance Sheets. Management determines the adequacy of these accruals based on an evaluation of the Company's historical experience and trends related to both medical and workers' compensation claims and payments, information provided to the Company by the Company's insurance broker, industry experience and the average lag period in which claims are paid. If such information indicates that the Company's accruals require adjustment, the Company will, correspondingly, revise the assumptions utilized in the Company's methodologies and reduce or provide for additional accruals as deemed appropriate. | ||||||||
As of December 29, 2013, and December 28, 2014, the accrual for the Company's partial self-insurance programs approximated $0.2 million and $0.1 million for its health insurance and $0.2 million and $0.3 million for its workers' compensation insurance, respectively. The Company also carries stop-loss insurance that provides coverage limiting the Company's total exposure related to each medical and workers' compensation claim incurred, as defined in the applicable insurance policies. The medical annual claim limits are $50,000 - $85,000 and the workers' compensation claim limits are $250,000 - $350,000 depending upon the plan year. In 2012, 2013, and 2014, no claims exceeded the limits for workers' compensation. In 2012, 2013 and 2014, the Company had no claims which exceeded the limits for medical insurance. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) | ||||||||||||||||
The following financial information reflects all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results of the interim periods. Summarized quarterly data for the years ended December 29, 2013 and December 28, 2014, is as follows (in millions, except per share data): | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Fiscal year 2013 | |||||||||||||||||
Revenues | $ | 253.3 | $ | 235.2 | $ | 226.4 | $ | 235.7 | |||||||||
Gross profit | $ | 65.8 | $ | 60.4 | $ | 52.3 | $ | 61.5 | |||||||||
Operating income from continuing operations | $ | 11.4 | $ | 8.9 | $ | 6.1 | $ | 5.4 | |||||||||
Provision (benefit) for income taxes | $ | 2.8 | $ | (0.1 | ) | $ | 0.2 | $ | (2.9 | ) | |||||||
Net loss | $ | (10.3 | ) | $ | (9.6 | ) | $ | (9.9 | ) | $ | (7.4 | ) | |||||
Net loss per common share: | |||||||||||||||||
Basic and diluted | $ | (0.18 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.12 | ) | |||||
In the third quarter the Company had a benefit of $4.7 million primarily related to an adjustment to the liability for unused office space which was primarily due to a change in the estimated excess facility accrual of office space at the Company's Colombia, Maryland administrative facilities partially offset by $2.0 million of expenses related to workforce reductions as a result of cost reduction initiatives the Company implemented. Also included in each of the first, second, third and fourth quarter is amortization of purchased intangibles of $9.3 million, $9.0 million, $9.0 million and $8.9 million, respectively. | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Fiscal year 2014 | |||||||||||||||||
Revenues | $ | 200.1 | $ | 229.3 | $ | 217.1 | $ | 221.5 | |||||||||
Gross profit | $ | 52.6 | $ | 56.4 | $ | 53 | $ | 56.2 | |||||||||
Operating income from continuing operations | $ | 3.3 | $ | 4.7 | $ | 1.2 | $ | 10.7 | |||||||||
Provision (benefit) for income taxes | $ | 2.3 | $ | 1.6 | $ | (0.2 | ) | $ | 1.4 | ||||||||
Net loss | $ | (15.0 | ) | $ | (49.9 | ) | $ | (10.9 | ) | $ | (2.2 | ) | |||||
Net loss per common share: | |||||||||||||||||
Basic and diluted | $ | (0.26 | ) | $ | (0.87 | ) | $ | (0.19 | ) | $ | (0.04 | ) | |||||
In the third quarter, a $39.1 million loss on extinguishment of debt was recorded to reflect the refinance of the Company’s $625.0 million 10% Senior Secured Notes Due 2017 with the $625.0 million 7% Senior Secured Notes Due 2019. |
Condensed_Consolidating_Financ
Condensed Consolidating Financial Statements | 12 Months Ended | |||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||
Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements | |||||||||||||||||||
The Company has $625.0 million in outstanding Notes. See Note 5. The Notes are guaranteed by all of the Company's 100% owned domestic subsidiaries (the "Subsidiary Guarantors") and are collateralized by the assets of all of the Company's 100% owned subsidiaries. The Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and the Company. There are no contractual restrictions limiting cash transfers from guarantor subsidiaries by dividends, loans or advances to the Company. The Notes are not guaranteed by the Company's foreign subsidiaries (the “Non-Guarantor Subsidiaries”). | ||||||||||||||||||||
The following tables present condensed consolidating financial statements for the parent company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries, respectively, for 2012, 2013, and 2014. The consolidating financial information below follows the same accounting policies as described in the Consolidated Financial Statements, except for the use of the equity method of accounting to reflect ownership interests in wholly-owned subsidiaries, which are eliminated upon consolidation. | ||||||||||||||||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||||||
29-Dec-13 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 42.7 | $ | (3.0 | ) | $ | 16 | $ | — | $ | 55.7 | |||||||||
Accounts receivable, net | — | 238.6 | 27.2 | — | 265.8 | |||||||||||||||
Amounts due from affiliated companies | 410.2 | — | — | (410.2 | ) | — | ||||||||||||||
Inventoried costs | — | 59.1 | 15.5 | — | 74.6 | |||||||||||||||
Other current assets | 10.7 | 19.4 | 4.1 | — | 34.2 | |||||||||||||||
Total current assets | 463.6 | 314.1 | 62.8 | (410.2 | ) | 430.3 | ||||||||||||||
Property, plant and equipment, net | 2.1 | 71.9 | 10.8 | — | 84.8 | |||||||||||||||
Goodwill | — | 574.8 | 21.6 | — | 596.4 | |||||||||||||||
Intangible assets, net | — | 68.5 | 1.4 | — | 69.9 | |||||||||||||||
Investment in subsidiaries | 474.2 | 36.7 | — | (510.9 | ) | — | ||||||||||||||
Amounts due from affiliated companies | — | 24 | — | (24.0 | ) | — | ||||||||||||||
Other assets | 12.9 | 23 | (0.7 | ) | — | 35.2 | ||||||||||||||
Total assets | $ | 952.8 | $ | 1,113.00 | $ | 95.9 | $ | (945.1 | ) | $ | 1,216.60 | |||||||||
Liabilities and Stockholders' Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | 2.8 | $ | 54.1 | $ | 5 | $ | — | $ | 61.9 | ||||||||||
Accrued expenses | 6.6 | 40.9 | 3.9 | — | 51.4 | |||||||||||||||
Accrued compensation | 4 | 36.9 | 4 | — | 44.9 | |||||||||||||||
Billings in excess of costs and earnings on uncompleted contracts | — | 45.4 | 7.1 | — | 52.5 | |||||||||||||||
Deferred tax liability | — | 28.4 | — | — | 28.4 | |||||||||||||||
Amounts due to affiliated companies | — | 390.2 | 20 | (410.2 | ) | — | ||||||||||||||
Other current liabilities | 1.3 | 9.5 | 1.1 | — | 11.9 | |||||||||||||||
Total current liabilities | 14.7 | 605.4 | 41.1 | (410.2 | ) | 251 | ||||||||||||||
Long-term debt, net of current portion | 639.5 | — | 3.8 | — | 643.3 | |||||||||||||||
Amounts due to affiliated companies | — | — | 24 | (24.0 | ) | — | ||||||||||||||
Other long-term liabilities | 2.8 | 21.4 | 2.3 | — | 26.5 | |||||||||||||||
Total liabilities | 657 | 626.8 | 71.2 | (434.2 | ) | 920.8 | ||||||||||||||
Total stockholders' equity | 295.8 | 486.2 | 24.7 | (510.9 | ) | 295.8 | ||||||||||||||
Total liabilities and stockholders' equity | $ | 952.8 | $ | 1,113.00 | $ | 95.9 | $ | (945.1 | ) | $ | 1,216.60 | |||||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||||||
28-Dec-14 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 28.7 | $ | (6.0 | ) | $ | 12 | $ | — | $ | 34.7 | |||||||||
Accounts receivable, net | — | 217.7 | 30.5 | — | 248.2 | |||||||||||||||
Amounts due from affiliated companies | 341.9 | — | — | (341.9 | ) | — | ||||||||||||||
Inventoried costs | — | 49.9 | 18.1 | — | 68 | |||||||||||||||
Other current assets | 4.4 | 16.3 | 3.3 | — | 24 | |||||||||||||||
Total current assets | 375 | 277.9 | 63.9 | (341.9 | ) | 374.9 | ||||||||||||||
Amounts due from affiliated companies, long-term | — | 3.2 | — | (3.2 | ) | — | ||||||||||||||
Property, plant and equipment, net | 2 | 70.6 | 10 | — | 82.6 | |||||||||||||||
Goodwill | — | 572.4 | 24 | — | 596.4 | |||||||||||||||
Intangible assets, net | — | 52.2 | 0.1 | — | 52.3 | |||||||||||||||
Investment in subsidiaries | 498.3 | 48.3 | — | (546.6 | ) | — | ||||||||||||||
Other assets | 27.8 | 4.6 | 0.2 | — | 32.6 | |||||||||||||||
Total assets | $ | 903.1 | $ | 1,029.20 | $ | 98.2 | $ | (891.7 | ) | $ | 1,138.80 | |||||||||
Liabilities and Stockholders' Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | 3.1 | $ | 40.4 | $ | 4.9 | $ | — | $ | 48.4 | ||||||||||
Accrued expenses | 6.3 | 30.2 | 3.3 | — | 39.8 | |||||||||||||||
Accrued compensation | 5.2 | 37.7 | 3.5 | — | 46.4 | |||||||||||||||
Billings in excess of costs and earnings on uncompleted contracts | — | 47 | 5.1 | — | 52.1 | |||||||||||||||
Deferred income tax liability | — | 30.3 | — | — | 30.3 | |||||||||||||||
Amounts due to affiliated companies | — | 306.6 | 35.3 | (341.9 | ) | — | ||||||||||||||
Other current liabilities | 1 | 6.5 | 1.6 | — | 9.1 | |||||||||||||||
Total current liabilities | 15.6 | 498.7 | 53.7 | (341.9 | ) | 226.1 | ||||||||||||||
Long-term debt, net of current portion | 660.2 | — | 2.8 | — | 663 | |||||||||||||||
Amounts due to affiliated companies | — | — | 3.2 | (3.2 | ) | — | ||||||||||||||
Other long-term liabilities | 3 | 20.2 | 2.2 | — | 25.4 | |||||||||||||||
Total liabilities | 678.8 | 518.9 | 61.9 | (345.1 | ) | 914.5 | ||||||||||||||
Total stockholders' equity | 224.3 | 510.3 | 36.3 | (546.6 | ) | 224.3 | ||||||||||||||
Total liabilities and stockholders' equity | $ | 903.1 | $ | 1,029.20 | $ | 98.2 | $ | (891.7 | ) | $ | 1,138.80 | |||||||||
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||||||||||
Year Ended December 30, 2012 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Service revenues | $ | — | $ | 448.5 | $ | 1.5 | $ | — | $ | 450 | ||||||||||
Product sales | — | 470 | 64.5 | (15.3 | ) | 519.2 | ||||||||||||||
Total revenues | — | 918.5 | 66 | (15.3 | ) | 969.2 | ||||||||||||||
Cost of service revenues | — | 350 | 0.8 | — | 350.8 | |||||||||||||||
Cost of product sales | — | 333.8 | 42.7 | (15.3 | ) | 361.2 | ||||||||||||||
Total costs | — | 683.8 | 43.5 | (15.3 | ) | 712 | ||||||||||||||
Gross profit | — | 234.7 | 22.5 | — | 257.2 | |||||||||||||||
Selling, general and administrative expenses | 7.4 | 171.2 | 13.9 | — | 192.5 | |||||||||||||||
Impairment of goodwill and intangibles | — | 96.6 | — | — | 96.6 | |||||||||||||||
Research and development expenses | — | 16.9 | 0.9 | — | 17.8 | |||||||||||||||
Operating income (loss) from continuing operations | (7.4 | ) | (50.0 | ) | 7.7 | — | (49.7 | ) | ||||||||||||
Other income (expense): | . | |||||||||||||||||||
Interest expense, net | (65.9 | ) | 0.3 | (0.5 | ) | — | (66.1 | ) | ||||||||||||
Other income, net | 0.3 | 0.1 | 0.9 | — | 1.3 | |||||||||||||||
Total other income and expense, net | (65.6 | ) | 0.4 | 0.4 | — | (64.8 | ) | |||||||||||||
Income (loss) from continuing operations before income taxes | (73.0 | ) | (49.6 | ) | 8.1 | — | (114.5 | ) | ||||||||||||
Provision (benefit) for income taxes from continuing operations | 20.8 | (22.8 | ) | 0.4 | — | (1.6 | ) | |||||||||||||
Income (loss) from continuing operations | (93.8 | ) | (26.8 | ) | 7.7 | — | (112.9 | ) | ||||||||||||
Income (loss) from discontinued operations | (0.1 | ) | (2.2 | ) | 0.8 | — | (1.5 | ) | ||||||||||||
Equity in net income (loss) of subsidiaries | (20.5 | ) | 8.3 | — | 12.2 | — | ||||||||||||||
Net income (loss) | $ | (114.4 | ) | $ | (20.7 | ) | $ | 8.5 | $ | 12.2 | $ | (114.4 | ) | |||||||
Comprehensive income (loss) | $ | (115.0 | ) | $ | 20.9 | $ | 9.4 | $ | 11.5 | $ | (115.0 | ) | ||||||||
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||||||||||
Year Ended December 29, 2013 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Service revenues | $ | — | $ | 438.2 | $ | 5.4 | $ | — | $ | 443.6 | ||||||||||
Product sales | — | 448.6 | 75.3 | (16.9 | ) | 507 | ||||||||||||||
Total revenues | — | 886.8 | 80.7 | (16.9 | ) | 950.6 | ||||||||||||||
Cost of service revenues | — | 331.3 | 3.9 | — | 335.2 | |||||||||||||||
Cost of product sales | — | 338.9 | 53.4 | (16.9 | ) | 375.4 | ||||||||||||||
Total costs | — | 670.2 | 57.3 | (16.9 | ) | 710.6 | ||||||||||||||
Gross profit | — | 216.6 | 23.4 | — | 240 | |||||||||||||||
Selling, general and administrative expenses | 5.5 | 167.2 | 14.1 | — | 186.8 | |||||||||||||||
Impairment of goodwill and intangibles | — | — | — | — | — | |||||||||||||||
Research and development expenses | — | 20.2 | 1.2 | — | 21.4 | |||||||||||||||
Operating income (loss) from continuing operations | (5.5 | ) | 29.2 | 8.1 | — | 31.8 | ||||||||||||||
Other income (expense): | ||||||||||||||||||||
Interest expense, net | (65.6 | ) | 2.3 | (0.4 | ) | — | (63.7 | ) | ||||||||||||
Other income, net | — | (0.3 | ) | 0.3 | — | — | ||||||||||||||
Total other income and expense, net | (65.6 | ) | 2 | (0.1 | ) | — | (63.7 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes | (71.1 | ) | 31.2 | 8 | — | (31.9 | ) | |||||||||||||
Provision (benefit) for income taxes from continuing operations | 0.6 | (0.7 | ) | 0.1 | — | — | ||||||||||||||
Income (loss) from continuing operations | (71.7 | ) | 31.9 | 7.9 | — | (31.9 | ) | |||||||||||||
Income (loss) from discontinued operations | 0.1 | (5.4 | ) | — | — | (5.3 | ) | |||||||||||||
Equity in net income (loss) of subsidiaries | 34.4 | 7.9 | — | (42.3 | ) | — | ||||||||||||||
Net income (loss) | $ | (37.2 | ) | $ | 34.4 | $ | 7.9 | $ | (42.3 | ) | $ | (37.2 | ) | |||||||
Comprehensive income (loss) | $ | (37.2 | ) | $ | 34.4 | $ | 7.9 | $ | (42.3 | ) | $ | (37.2 | ) | |||||||
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||||||||||
Year Ended December 28, 2014 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Service revenues | $ | — | $ | 380.8 | $ | 10 | $ | — | $ | 390.8 | ||||||||||
Product sales | — | 417.1 | 69 | (8.9 | ) | 477.2 | ||||||||||||||
Total revenues | — | 797.9 | 79 | (8.9 | ) | 868 | ||||||||||||||
Cost of service revenues | — | 297 | 7.6 | — | 304.6 | |||||||||||||||
Cost of product sales | — | 308.8 | 45.3 | (8.9 | ) | 345.2 | ||||||||||||||
Total costs | — | 605.8 | 52.9 | (8.9 | ) | 649.8 | ||||||||||||||
Gross profit | — | 192.1 | 26.1 | — | 218.2 | |||||||||||||||
Selling, general and administrative expenses | 8.4 | 152.9 | 14 | — | 175.3 | |||||||||||||||
Impairment of goodwill and intangibles | — | — | — | — | — | |||||||||||||||
Research and development expenses | — | 21.5 | 1.5 | — | 23 | |||||||||||||||
Operating income (loss) from continuing operations | (8.4 | ) | 17.7 | 10.6 | — | 19.9 | ||||||||||||||
Other income (expense): | ||||||||||||||||||||
Interest expense, net | (54.3 | ) | 0.3 | (0.3 | ) | — | (54.3 | ) | ||||||||||||
Loss on extinguishment of debt | (39.1 | ) | — | — | — | (39.1 | ) | |||||||||||||
Other income, net | — | (1.9 | ) | 2.5 | — | 0.6 | ||||||||||||||
Total other income and expense, net | (93.4 | ) | (1.6 | ) | 2.2 | — | (92.8 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes | (101.8 | ) | 16.1 | 12.8 | — | (72.9 | ) | |||||||||||||
Provision (benefit) for income taxes from continuing operations | 0.6 | 3.3 | 1.2 | — | 5.1 | |||||||||||||||
Income (loss) from continuing operations | (102.4 | ) | 12.8 | 11.6 | — | (78.0 | ) | |||||||||||||
Income (loss) from discontinued operations | 0.3 | (0.3 | ) | — | — | — | ||||||||||||||
Equity in net income (loss) of subsidiaries | 24.1 | 11.6 | — | (35.7 | ) | — | ||||||||||||||
Net income (loss) | $ | (78.0 | ) | $ | 24.1 | $ | 11.6 | $ | (35.7 | ) | $ | (78.0 | ) | |||||||
Comprehensive income (loss) | $ | (78.9 | ) | $ | 23.6 | $ | 11.2 | $ | (34.8 | ) | $ | (78.9 | ) | |||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
Year Ended December 30, 2012 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Net cash provided by (used in) operating activities | $ | (98.2 | ) | $ | 144.5 | $ | 6 | $ | — | $ | 52.3 | |||||||||
Investing activities: | ||||||||||||||||||||
Cash paid for acquisitions, net of cash acquired | 2.3 | (151.7 | ) | — | — | (149.4 | ) | |||||||||||||
Decrease in restricted cash | — | 0.6 | — | — | 0.6 | |||||||||||||||
Investment in affiliated companies | (10.8 | ) | — | (2.0 | ) | 12.8 | — | |||||||||||||
Capital expenditures | (0.5 | ) | (14.2 | ) | (1.9 | ) | — | (16.6 | ) | |||||||||||
Proceeds from the disposition of discontinued operations | — | 0.3 | — | — | 0.3 | |||||||||||||||
Net cash provided by (used in) investing activities from continuing operations | (9.0 | ) | (165.0 | ) | (3.9 | ) | 12.8 | (165.1 | ) | |||||||||||
Financing activities: | ||||||||||||||||||||
Proceeds from the issuance of common stock | 97 | — | — | — | 97 | |||||||||||||||
Debt issuance costs paid | (1.2 | ) | — | — | — | (1.2 | ) | |||||||||||||
Repayment of debt | — | (0.5 | ) | (1.0 | ) | — | (1.5 | ) | ||||||||||||
Financing from affiliated companies | — | 12.8 | — | (12.8 | ) | — | ||||||||||||||
Other, net | (3.4 | ) | — | — | — | (3.4 | ) | |||||||||||||
Net cash provided by (used in) financing activities from continuing operations | 92.4 | 12.3 | (1.0 | ) | (12.8 | ) | 90.9 | |||||||||||||
Net cash flows of continuing operations | (14.8 | ) | (8.2 | ) | 1.1 | — | (21.9 | ) | ||||||||||||
Net operating cash flows from discontinued operations | — | 1.3 | — | — | 1.3 | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | — | — | — | |||||||||||||||
Net increase in cash and cash equivalents | $ | (14.8 | ) | $ | (6.9 | ) | $ | 1.1 | $ | — | $ | (20.6 | ) | |||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
Year Ended December 29, 2013 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Net cash provided by (used in) operating activities | $ | (65.9 | ) | $ | 87.5 | $ | 1 | $ | — | $ | 22.6 | |||||||||
Investing activities: | ||||||||||||||||||||
Cash paid for acquisitions, net of cash acquired | — | 2.2 | — | — | 2.2 | |||||||||||||||
Decrease in restricted cash | — | 0.4 | — | — | 0.4 | |||||||||||||||
Proceeds from the disposition of discontinued operations | — | 1.3 | — | — | 1.3 | |||||||||||||||
Investment in affiliated companies | — | (74.8 | ) | — | 74.8 | — | ||||||||||||||
Capital expenditures | (1.4 | ) | (12.3 | ) | (2.9 | ) | — | (16.6 | ) | |||||||||||
Net cash provided by (used in) investing activities from continuing operations | (1.4 | ) | (83.2 | ) | (2.9 | ) | 74.8 | (12.7 | ) | |||||||||||
Financing activities: | ||||||||||||||||||||
Cash paid for contingent acquisition consideration | — | (2.1 | ) | — | — | (2.1 | ) | |||||||||||||
Repayment of debt | — | — | (1.0 | ) | — | (1.0 | ) | |||||||||||||
Purchase of ESPP shares | 1.1 | — | — | — | 1.1 | |||||||||||||||
Financings from affiliated companies | 71.1 | — | 3.7 | (74.8 | ) | — | ||||||||||||||
Other, net | — | — | — | — | — | |||||||||||||||
Net cash provided by (used in) financing activities from continuing operations | 72.2 | (2.1 | ) | 2.7 | (74.8 | ) | (2.0 | ) | ||||||||||||
Net cash flows of continuing operations | 4.9 | 2.2 | 0.8 | — | 7.9 | |||||||||||||||
Net operating cash flows from discontinued operations | — | (1.3 | ) | — | — | (1.3 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | 0.1 | — | 0.1 | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | $ | 4.9 | $ | 0.9 | $ | 0.9 | $ | — | $ | 6.7 | ||||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
Year Ended December 28, 2014 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Net cash provided by (used in) operating activities | $ | (72.2 | ) | $ | 81.4 | $ | (1.5 | ) | $ | — | $ | 7.7 | ||||||||
Investing activities: | ||||||||||||||||||||
Cash paid for acquisitions, net of cash acquired | — | (2.6 | ) | — | — | (2.6 | ) | |||||||||||||
Investment in affiliated companies | — | (67.9 | ) | — | 67.9 | — | ||||||||||||||
Increase in restricted cash | — | (0.4 | ) | — | — | (0.4 | ) | |||||||||||||
Capital expenditures | (0.8 | ) | (11.9 | ) | (1.5 | ) | — | (14.2 | ) | |||||||||||
Other, net | — | — | — | — | — | |||||||||||||||
Net cash provided by (used in) investing activities from continuing operations | (0.8 | ) | (82.8 | ) | (1.5 | ) | 67.9 | (17.2 | ) | |||||||||||
Financing activities: | ||||||||||||||||||||
Proceeds from the issuance of long-term debt | 618.5 | — | — | — | 618.5 | |||||||||||||||
Extinguishment of long-term debt | (661.5 | ) | — | — | — | (661.5 | ) | |||||||||||||
Debt issuance costs | (10.0 | ) | — | — | — | (10.0 | ) | |||||||||||||
Credit agreement borrowings | 41 | — | — | — | 41 | |||||||||||||||
Repayment of debt | — | — | (1.0 | ) | — | (1.0 | ) | |||||||||||||
Financings from affiliated companies | 67.7 | — | 0.2 | (67.9 | ) | — | ||||||||||||||
Other, net | 3.3 | — | — | — | 3.3 | |||||||||||||||
Net cash provided by (used in) financing activities from continuing operations | 59 | — | (0.8 | ) | (67.9 | ) | (9.7 | ) | ||||||||||||
Net cash flows of continuing operations | (14.0 | ) | (1.4 | ) | (3.8 | ) | — | (19.2 | ) | |||||||||||
Net operating cash flows from discontinued operations | — | (1.6 | ) | — | — | (1.6 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (0.2 | ) | — | (0.2 | ) | |||||||||||||
Net increase (decrease) in cash and cash equivalents | $ | (14.0 | ) | $ | (3.0 | ) | $ | (4.0 | ) | $ | — | $ | (21.0 | ) | ||||||
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 28, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation | ||
The Consolidated Financial Statements include the accounts of Kratos and its 100% owned subsidiaries, for which all intercompany transactions have been eliminated in consolidation. | |||
Discontinued Operations | In June 2012, the Company committed to a plan to sell certain lines of business associated with antennas, satellite-cased products and fly-away terminals of the non-core businesses acquired in the Integral Systems, Inc. (“Integral”) acquisition. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements (“Topic 205”), these businesses have been classified as held for sale and reported in discontinued operations in the accompanying Consolidated Financial Statements. See Note 9. | ||
Fiscal Year | Fiscal Year | ||
The Company has a 52/53 week fiscal year ending on the last Sunday of the calendar year, with interim fiscal periods ending on the last Sunday of each calendar quarter. There were 52 calendar weeks in the fiscal years ended on December 29, 2013 and December 28, 2014. There were 53 calendar weeks in the fiscal year ended on | |||
December 30, 2012. | |||
Use of Estimates | Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include revenue recognition, allowance for doubtful accounts, warranties, inventory valuation, valuation of long-lived assets including identifiable intangibles and goodwill, accounting for income taxes including the related valuation allowance on the deferred tax asset and uncertain tax positions, contingencies and litigation, contingent acquisition consideration, stock-based compensation, losses on unused office space, and business combination purchase price allocations. In the future, the Company may realize actual results that differ from the current reported estimates and if the estimates that the Company has used change in the future, such changes could have a material impact on the Company's consolidated financial position, results of operations and cash flows. | |||
Revenue Recognition | Revenue Recognition | ||
The Company generates its revenue from three different types of contractual arrangements: cost-plus-fee contracts, time-and-materials contracts, and fixed-price contracts. Revenue on cost-plus-fee contracts is recognized to the extent of allowable costs incurred plus an estimate of the applicable fees earned. The Company considers fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract and recognizes the relevant portion of the expected fee to be awarded by the customer at the time such fee can be reasonably estimated, based on factors such as its prior award experience and communications with the customer regarding performance, including any interim performance evaluations rendered by the customer. Revenue on time-and-materials contracts is recognized to the extent of billable rates times hours delivered for services provided, to the extent of material cost for products delivered to customers, and to the extent of expenses incurred on behalf of the customers. | |||
The Company has three basic categories of fixed-price contracts: fixed unit price, fixed-price-level of effort, and fixed-price-completion. Revenue recognition methods on fixed-price contracts will vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed in accordance with ASC Topic 605, Revenue Recognition (“Topic 605”), specifically Topic 605-10-S99, which generally requires revenue to be deferred until all of the following have occurred: (1) there is a contract in place; (2) delivery has occurred or services have been provided; (3) the price is fixed or determinable; and, (4) collectability is reasonably assured. Revenues on fixed-price contracts that require delivery of specific items may be recorded based on a price per unit as units are delivered. Revenue for fixed-price contracts in which the Company is paid a specific amount to provide services for a stated period of time is recognized ratably over the service period. | |||
On a portion of the fixed price-completion contracts, revenue is recognized in accordance with Topic 605 using the percentage-of-completion method based on the ratio of total costs incurred to date compared to estimated total costs to complete the contract. Estimates of costs to complete include material, direct labor, overhead, and allowable indirect expenses for government contracts. These cost estimates are reviewed and, if necessary, revised on a contract-by-contract basis. If, as a result of this review, management determines that a loss on a contract is evident, then the full amount of estimated loss is charged to operations in the period. As of December 29, 2013 and December 28, 2014, the provisions for losses on contracts were $4.8 million and $2.9 million, respectively. | |||
In certain instances, when the Company's customers have requested that it commence work prior to receipt of the contract award and funding and it has incurred costs related to that specific anticipated contract, and the Company believes recoverability of the costs is probable, it may defer those costs incurred until the associated contract has been awarded and funded by the customer. | |||
In accounting for the Company's long-term contracts for production of products provided to the U.S. Government, the Company utilizes both cost-to-cost and units delivered measures under the percentage-of-completion method of accounting under the provisions of Topic 605. Under the units delivered measure of the percentage-of-completion method of accounting, sales are recognized as the units are accepted by the customer generally using sales values for units in accordance with the contract terms. The Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the life of the contract based on units delivered or as computed on the basis of the estimated final average unit costs plus profit. The Company classifies contract revenues as product sales or service revenues depending upon the predominant attributes of the relevant underlying contracts. | |||
Significant management judgments and estimates, including but not limited to the estimated costs to complete projects, must be made and used in connection with the revenue recognized in any accounting period. A cancellation, schedule delay, or modification of a fixed-price contract which is accounted for using the percentage-of-completion method may adversely affect the Company's gross margins for the period in which the contract is modified or canceled. Under certain circumstances, a cancellation or negative modification could result in the Company having to reverse revenue that was recognized in a prior period, thus significantly reducing the amount of revenues recognized for the period in which the adjustment is made. Correspondingly, a positive modification may positively affect gross margins. In addition, a schedule delay or modifications can result in an increase in estimated cost to complete the project, which would also result in an impact to gross margins. Material differences may result in the amount and timing of the Company's revenue for any period if management made different judgments or utilized different estimates. | |||
It is the Company's policy to review any arrangement containing software or software deliverables and services against the criteria contained in ASC Topic 985, Software (“Topic 985”). Under the provisions of Topic 985, the Company reviews the contract value of software deliverables and services and determines allocations of the contract value based on vendor-specific objective evidence (“VSOE”) of fair value for each of the software elements. All software arrangements requiring significant production, modification, or customization of the software are accounted for in conformity with Topic 605. | |||
The Company's contracts may include the provision of more than one of its services (“multiple element arrangements”). In these situations, the Company applies the guidance of Topic 605. Accordingly, for applicable arrangements, revenue recognition includes the proper identification of separate units of accounting and the allocation of revenue across all elements based on relative fair values. | |||
For multiple element arrangements that include hardware products containing software essential to the hardware products' functionality, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, the Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) VSOE, (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”). | |||
VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company's offerings contain significant differentiation such that comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products' selling prices are on a stand-alone basis. Therefore, the Company typically is unable to obtain TPE of selling price. ESP reflects the Company's best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. The Company determines ESP for a product or service by considering multiple factors including, but not limited to major product groupings, geographies, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of ESP is made through consultation with management, taking into consideration the Company's marketing strategy. | |||
The Company accounts for multiple element arrangements that consist only of software or software-related products, including the sale of upgrades to previously sold software, in accordance with industry specific software accounting guidance. For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by VSOE. If the Company cannot objectively determine the fair value of any undelivered element included in such multiple element arrangements, the Company defers revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements. Under certain of the Company's contractual arrangements, the Company may also recognize revenue for out-of-pocket expenses in accordance with Topic 605. Depending on the contractual arrangement, these expenses may be reimbursed with or without a fee. | |||
Under certain of its contracts, the Company provides supplier procurement services and materials for its customers. The Company records revenue on these arrangements on a gross or net basis in accordance with Topic 605, depending on the specific circumstances of the arrangement. The Company considers the following criteria, among others, for recording revenue on a gross or net basis: | |||
-1 | Whether the Company acts as a principal in the transaction; | ||
-2 | Whether the Company takes title to the products; | ||
-3 | Whether the Company assumes risks and rewards of ownership, such as risk of loss for collection, delivery or returns; | ||
-4 | Whether the Company serves as an agent or broker, with compensation on a commission or fee basis; and, | ||
-5 | Whether the Company assumes the credit risk for the amount billed to the customer subsequent to delivery. | ||
For federal contracts, the Company follows U.S. Government procurement and accounting standards in assessing the allowability and the allocability of costs to contracts. Due to the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if different assumptions were used or if the underlying circumstances were to change. The Company closely monitors the consistent application of its critical accounting policies and compliance with contract accounting. Business operations personnel conduct periodic contract status and performance reviews. When adjustments in estimated contract revenues or costs are required, any significant changes from prior estimates are included in earnings in the current period. Also, regular and recurring evaluations of contract cost, scheduling and technical matters are performed by management personnel who are independent from the business operations personnel performing work under the contract. Costs incurred and allocated to contracts with the U.S. Government are scrutinized for compliance with regulatory standards by the Company's personnel, and are subject to audit by the Defense Contract Audit Agency. | |||
From time to time, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents. The Company has a formal review process for approving any such work. Revenue associated with such work is recognized only when it can be reliably estimated and realization is probable. The Company bases its estimates on previous experiences with the customer, communications with the customer regarding funding status, and its knowledge of available funding for the contract or program. | |||
Shipping and Handling Costs | Costs incurred for shipping and handling are included in cost of product sales at the time the related revenue is recognized. Amounts billed to a customer for shipping and handling are reported as revenue. | ||
Inventoried Costs | Inventoried costs | ||
Inventoried costs are stated at the lower of cost or market. Cost is determined using the average cost or first-in, first-out methods and the applicable method is applied consistently within an operating entity. Inventoried costs primarily relate to work under fixed-price contracts using the percentage-of-completion under the units of delivery method of revenue recognition. These costs represent accumulated contract costs less the portion of such costs allocated to delivered items. Accumulated contract costs include direct production costs, factory and engineering overhead and production tooling costs. Pursuant to contract provisions of U.S. Government contracts, such customers may have title to, or a security interest in inventories related to such contracts as a result of advances, performance-based payments, and progress payments. The Company reflects those advances and payments as an offset against the related inventory balances. | |||
The Company regularly reviews inventory quantities on hand, future purchase commitments with its suppliers, and the estimated utility of its inventory. If the Company's review indicates a reduction in utility below carrying value, it reduces its inventory to a new cost basis. | |||
Research and Development | Research and Development | ||
Costs incurred in research and development activities are expensed as incurred in accordance with FASB ASC Topic 730, Research and Development. | |||
Income Taxes | Income Taxes | ||
The Company records deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 realized. 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 Company maintains a valuation allowance on the deferred tax assets for which it is more likely than not that the Company will not realize the benefits of these tax assets in future tax periods. The valuation allowance is based on estimates of future taxable income by tax jurisdiction in which the Company operates, the number of years over which the deferred tax assets will be recoverable, and scheduled reversals of deferred tax liabilities. | |||
Income Taxes - Uncertain Tax Positions | In accordance with the recognition standards established by ASC Topic 740, Income Taxes (“Topic 740”), the Company makes a comprehensive review of its portfolio of uncertain tax positions regularly. In this regard, an uncertain tax position represents the Company's expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return or claim, which has not been reflected in measuring income tax expense for financial reporting purposes. Until these positions are sustained by the taxing authorities, the Company has not recognized the tax benefits resulting from such positions and reports the tax effects as a liability for uncertain tax positions in its Consolidated Balance Sheets. | ||
Stock-Based Compensation | Stock-Based Compensation | ||
The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“Topic 718”). All of the Company's stock-based compensation plans are considered equity plans under Topic 718, and compensation expense recognized is net of estimated forfeitures over the vesting period. The Company issues stock options and stock awards under its existing plans. The fair value of stock options is estimated on the date of grant using a Black-Scholes option-pricing model or a trinomial lattice options pricing model and is expensed on a straight-line basis over the remaining vesting period of the options, which is generally six or less years. The fair value of stock awards is determined based on the closing market price of the Company's common stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. Compensation expense for stock awards is expensed over the vesting period, usually five to ten years. Compensation expense for stock issued under the Company's employee stock purchase plan is estimated at the beginning date of the offering period using a Black-Scholes option-pricing model and is expensed on a straight-line basis over the period of the offering, which is generally six months. | |||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, which results in bad debt expense. Management periodically determines the adequacy of this allowance by evaluating the comprehensive risk profiles of all individual customer receivable balances including, but not limited to, the customer's financial condition, credit agency reports, financial statements and overall current economic conditions. Additionally, on certain contracts whereby the Company performs services for a prime/general contractor, a specified percentage of the invoiced trade accounts receivable may be retained by the customer until the project is completed. The Company periodically reviews all retainages for collectability and records allowances for doubtful accounts when deemed appropriate, based on its assessment of the associated credit risks. Changes to estimates of contract value are recorded as adjustments to revenue and not as a component of the allowance for doubtful accounts. Individual accounts receivable are written off to the allowance for doubtful accounts when the Company becomes aware of a specific customer's inability to meet its financial obligation, and all collection efforts are exhausted. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
The Company's cash equivalents consist of its highly liquid investments with an original maturity of three months or less when purchased by the Company. | |||
Property and Equipment, Net | Property and Equipment, Net | ||
Property and equipment, net owned by the Company is depreciated over the estimated useful lives of individual assets. Equipment and facilities acquired under capital leases are amortized over the shorter of the lease term or the estimated useful life of the asset. Improvements, which significantly improve and extend the useful life of an asset, are capitalized and depreciated over the shorter of the lease period or the estimated useful life. Expenditures for maintenance and repairs are charged to operations as incurred. | |||
Assets are depreciated predominately using the straight-line method, with the following lives: | |||
Years | |||
Buildings and improvements | 15 - 39 | ||
Machinery and equipment | 3 - 10 | ||
Computer equipment and software | 1 - 10 | ||
Vehicles, furniture, and office equipment | 5 | ||
Leasehold improvements | Shorter of useful life or length of lease | ||
Leases | Leases | ||
The Company uses its incremental borrowing rate in the assessment of lease classification as capital or operating and defines the initial lease term to include renewal options determined to be reasonably assured. The Company conducts operations primarily under operating leases. | |||
Most lease agreements for real property contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For incentives for tenant improvements, the Company capitalizes the leasehold improvements which are depreciated over the shorter of the lease term or their estimated useful life and records a deferred rent liability which is amortized over the term of the lease as a reduction to rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records minimum rental expenses on a straight-line basis over the term of the lease. For purposes of recognizing lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use. | |||
Acquisitions | Acquisitions | ||
The Company accounts for business combinations using the acquisition method of accounting as prescribed by ASC Topic 805, Business Combinations (“Topic 805”). The Company allocates the purchase price of its acquisitions to the tangible and intangible assets, and liabilities including certain contingent liabilities acquired based upon their estimated fair values. The excess of purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed as incurred. | |||
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net | ||
In accordance with the provisions of ASC Topic 350, Intangibles-Goodwill and Other (“Topic 350”), the Company performs an annual impairment test for goodwill, or when evidence of a potential impairment exists. In the third quarter of fiscal year 2014, the Company prospectively changed its goodwill testing date from the last day of its fiscal year to the last day of its fiscal October. The change was to better align its impairment testing procedures with the completion of its annual financial and strategic planning process as discussed in Note 2, Goodwill and Other Intangible Assets, to the Consolidated Financial Statements. This change was applied prospectively beginning on November 2, 2014; retrospective application to prior periods is impracticable as the Company is unable to objectively determine, without the use of hindsight, the assumptions that would have been used in those earlier periods to estimate fair value. As a result, during fiscal year 2014, the Company tested its goodwill for impairment as of November 2, 2014 and concluded that there was no impairment of the carrying value of goodwill. The change in accounting principle related to changing the annual goodwill impairment testing date did not accelerate, delay, avoid, or cause an impairment charge. | |||
When it is determined that impairment has occurred, a charge to operations is recorded. Goodwill and other purchased intangible asset balances are included in the identifiable assets of the reporting unit to which they have been assigned. Any goodwill impairment, as well as the amortization of other purchased intangible assets, is charged against the respective reporting units' operating income. | |||
In accordance with Topic 350, the Company classifies intangible assets into three categories: (1) intangible assets with finite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization, and (3) goodwill. The Company tests intangible assets with finite lives for impairment if conditions exist that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations. The Company records an impairment charge when the carrying value of the finite lived intangible asset is not recoverable by the cash flows generated from the use of the asset. | |||
The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors considered when determining useful lives include the contractual term of any agreement, the history of the asset, the Company's long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their useful lives, ranging from one to 15 years. | |||
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | ||
Long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with ASC Topic 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||
ASC Topic 825, Financial Instruments, requires that fair values be disclosed for the Company's financial instruments. The carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued expenses, billings in excess of costs and earnings on uncompleted contracts, and income taxes payable, approximate fair value due to the short-term nature of these instruments. The fair value of the Company's long-term debt is based upon actual trading activity. The fair value of capital lease obligations is estimated based on quoted market prices for the same or similar obligations with the same remaining maturities. | |||
Concentrations and Uncertainties | Concentrations and Uncertainties | ||
The Company maintains cash balances at various financial institutions and such balances commonly exceed the $250,000 insured amount by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. | |||
Financial instruments, which subject the Company to potential concentrations of credit risk, consist principally of the Company's billed and unbilled accounts receivable. The Company's accounts receivable result from sales to customers within the U.S. Government, state and local agencies and with commercial customers in various industries. The Company performs ongoing credit evaluations of its commercial customers. Credit is extended based on evaluation of the customer's financial condition and collateral is not required. Accounts receivable are recorded at the invoiced amount and do not bear interest. See Note 13 for a discussion of the Company's significant customers. | |||
Debt Issuance Costs | Debt Issuance Costs | ||
Fees paid to obtain debt financing or amendments under such debt financing are treated as debt issuance costs and are capitalized and amortized over the expected term of the related debt. These payments are shown as a financing activity in the Consolidated Statements of Cash Flows and are included in other current assets and other assets in the Consolidated Balance Sheets. | |||
Foreign Currency | Foreign Currency | ||
For operations outside the U.S. that prepare financial statements in currencies other than the U.S. dollar, results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are generally translated at end-of-period exchange rates. Translation adjustments are included as a separate component of accumulated other comprehensive loss in the Consolidated Statements of Stockholders' Equity. | |||
The Company transacts with foreign customers in currencies other than the U.S. dollar. It experiences realized and unrealized foreign currency gains or losses on foreign denominated receivables. In addition, certain intercompany transactions give rise to realized and unrealized foreign currency gains or losses. Also, any other transactions between the Company or its subsidiaries and a third-party, denominated in a currency different from the functional currency, are foreign currency transactions. | |||
Product Warranties | Product Warranties | ||
Certain of the Company's products and services are covered by a warranty to be free from defects in material and workmanship for periods ranging from one to ten years. Optional extended warranty contracts can also be purchased with the revenue deferred and amortized over the extended warranty period. The Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of warranty obligations. Warranty revenues related to extended warranty contracts are amortized to income, over the life of the contract, using the straight-line method. Costs under extended warranty contracts are expensed as incurred. | |||
The Company's estimate of costs to service its warranty obligations is based upon historical experience and expectations of future conditions. To the extent that the Company experiences any changes in warranty claim activity or costs associated with servicing those claims, its warranty liability is adjusted accordingly. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||
In April 2014, the FASB issued Accounting Standards Update 2014-08 ("ASU 2014-08") "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity". The amendments in ASU 2014-08 change the criteria for reporting discontinued operations and requires enhanced disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in ASU 2014-08 are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. | |||
In May 2014, the FASB issued Accounting Standards Update 2014-09 ("ASU 2014-09") "Revenue from Contracts with Customers". ASU 2014-09 affects any entity using GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. ASU 2014-09 also supersedes some cost guidance included in ASC Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented or apply the requirements in the year of adoption, through a cumulative adjustment. The Company has not yet selected a transition method nor has it determined the impact of adoption on its consolidated financial statements. | |||
In August 2014, the FASB issued Accounting Standards Update 2014-15 ("ASU 2014-15") "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern". ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, including interim periods within that reporting period. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. | |||
Goodwill | Goodwill | ||
The Company historically performed its annual impairment test for goodwill in accordance with Topic 350 as of the last day of each fiscal year or when evidence of potential impairment exists. In the third quarter of fiscal year 2014, the Company prospectively changed its goodwill testing date from the last day of its fiscal year to the last day of its fiscal October. The change was to better align its impairment testing procedures with the completion of its annual financial and strategic planning process. This change was applied prospectively beginning on November 2, 2014; retrospective application to prior periods is impracticable as the Company is unable to objectively determine, without the use of hindsight, the assumptions that would have been used in those earlier periods to estimate fair value. | |||
The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. The Company determines its reporting units by first identifying its operating segments, and then assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company aggregates components within an operating segment that have similar economic characteristics. | |||
The Company concluded that goodwill was not impaired at November 2, 2014. In determining the fair value for the reporting units, there are key assumptions relating to our future operating performance and revenue growth. If the actual operating performance and financial results are not consistent with our assumptions, an impairment in our $596.4 million goodwill and $52.3 million long-lived intangibles could occur in future periods. Market factors that could impact our ability to successfully develop new products include the successful completion of certain unmanned system platforms, the successful acceptance of new unmanned system platforms, including from a political and budgetary standpoint. For example, the US reporting unit fair value includes assumptions that the development of the high performance UCAS product is successful and we are awarded future contracts for the UCAS product. Additionally, the US reporting unit fair value assumes that we will receive follow on orders for the Sub-Sonic Aerial Target ("SSAT"), which is currently under contract with the US Navy. | |||
As a result of an internal organizational realignment in August 2013 the Company reorganized its KGS operating segment. As a result of this reorganization, the KGS reporting segment had five operating segments: Defense Rocket Support Services ("DRSS"), Electronic Products ("EP"), Technical and Training Solutions ("TTS"), Modular Systems ("MS"), and Unmanned Systems ("US"). All of the KGS operating segments provide technology based defense solutions, involving products and services, primarily for mission critical United States National Security priorities, with the primary focus relating to the nation’s C5ISR requirements. The PSS reportable business segment provides integrated solutions for advanced homeland security, public safety, critical infrastructure security, and security and surveillance systems for government, industrial and commercial customers. In the fourth quarter of 2014, we expanded the number of reportable segments to three as we separated the KGS segment into two reportable segments: KGS and Unmanned Systems (“US”). As a result, the KGS reportable segment is comprised of an aggregation of Kratos’ Government Solutions operating segments, including our electronic products, satellite communications, modular systems and rocket support operating segments. The Company has identified its reporting units to be the DRSS, EP, TTS, MS, US divisions and PSS, to be tested for potential impairment in its fiscal year 2014 annual test. | |||
In order to test for potential impairment, the Company estimates the fair value of each of its reporting units based on a comparison and weighting of the income approach, specifically the discounted cash flow method and the market approach, which estimates the fair value of the Company's reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the implied multiples from the income approach. The Company reconciles the fair value of its reporting units to its market capitalization by calculating its market capitalization based upon an average of its stock price prior to and subsequent to the date the Company performs its analysis and assuming a control premium. The Company uses these methodologies to determine the fair value of its reporting units for comparison to their corresponding book values because there are no observable inputs available, a Level 3 measurement (See Note 10). If the book value exceeds the estimated fair value for a reporting unit a potential impairment is indicated, and Topic 350 prescribes the approach for determining the impairment amount, if any. |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table shows the amounts recognized in the Consolidated Financial Statements for 2012, 2013 and 2014 for stock-based compensation expense related to stock options, stock awards and to stock offered under the Company's employee stock purchase plan (in millions, except per share amounts). | ||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||
Selling, general and administrative expenses | $ | 6.6 | $ | 7.4 | $ | 3.8 | |||||||||||
Total cost of employee stock-based compensation included in operating income (loss) from continuing operations, before income tax | 6.6 | 7.4 | 3.8 | ||||||||||||||
Impact on net income (loss) per common share: | |||||||||||||||||
Basic and diluted | $ | (0.14 | ) | $ | (0.13 | ) | $ | (0.07 | ) | ||||||||
Schedule of Valuation and Qualifying Accounts Disclosure | The following table outlines the balance of the Company's Allowance for Doubtful Accounts for 2012, 2013 and 2014. The table identifies the additional provisions each year as well as the write-offs that utilized the allowance (in millions). | ||||||||||||||||
Allowance for Doubtful Accounts | Balance at Beginning of Year | Provisions | Write-offs/Recoveries | Balance at End of Year | |||||||||||||
Year ended December 30, 2012 | $ | 2 | $ | 0.4 | $ | (1.0 | ) | $ | 1.4 | ||||||||
Year ended December 29, 2013 | $ | 1.4 | $ | 1 | $ | (0.2 | ) | $ | 2.2 | ||||||||
Year ended December 28, 2014 | $ | 2.2 | $ | 1.5 | $ | (1.7 | ) | $ | 2 | ||||||||
Property, Plant and Equipment | Assets are depreciated predominately using the straight-line method, with the following lives: | ||||||||||||||||
Years | |||||||||||||||||
Buildings and improvements | 15 - 39 | ||||||||||||||||
Machinery and equipment | 3 - 10 | ||||||||||||||||
Computer equipment and software | 1 - 10 | ||||||||||||||||
Vehicles, furniture, and office equipment | 5 | ||||||||||||||||
Leasehold improvements | Shorter of useful life or length of lease | ||||||||||||||||
Property and equipment, net (in millions) | |||||||||||||||||
December 29, 2013 | December 28, 2014 | ||||||||||||||||
Land and buildings | $ | 21 | $ | 21.8 | |||||||||||||
Computer equipment and software | 20 | 27 | |||||||||||||||
Machinery and equipment | 59 | 59.8 | |||||||||||||||
Furniture and office equipment | 15.4 | 12.9 | |||||||||||||||
Facility under capital lease | 1 | — | |||||||||||||||
Leasehold improvements | 13.7 | 13.8 | |||||||||||||||
Construction in progress | 4.8 | 8 | |||||||||||||||
Property and equipment | 134.9 | 143.3 | |||||||||||||||
Accumulated depreciation and amortization | (50.1 | ) | (60.7 | ) | |||||||||||||
Total property and equipment, net | $ | 84.8 | $ | 82.6 | |||||||||||||
Schedule of Interest Expense, Net | Interest expense, net in the Consolidated Statements of Operations and Comprehensive Loss is summarized in the following table (in millions): | ||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||
Interest expense incurred primarily on the Company's Senior Secured Notes | $ | (66.4 | ) | $ | (63.9 | ) | $ | (54.5 | ) | ||||||||
Miscellaneous interest income | 0.3 | 0.2 | 0.2 | ||||||||||||||
Interest expense, net | $ | (66.1 | ) | $ | (63.7 | ) | $ | (54.3 | ) |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 29, 2013 and December 28, 2014 are as follows (in millions): | |||||||||||||||||||||||
Public | US | KGS | Total | |||||||||||||||||||||
Safety & | ||||||||||||||||||||||||
Security | ||||||||||||||||||||||||
Balance as of December 30, 2012 | $ | 35.6 | $ | — | $ | 560.9 | $ | 596.5 | ||||||||||||||||
Retrospective adjustments | — | (0.1 | ) | (0.1 | ) | |||||||||||||||||||
Balance as of December 30, 2012 after retrospective adjustments | 35.6 | — | 560.8 | 596.4 | ||||||||||||||||||||
2013 reorganization | — | 97.3 | (97.3 | ) | — | |||||||||||||||||||
Balance as of December 29, 2013 | 35.6 | 97.3 | 463.5 | 596.4 | ||||||||||||||||||||
2014 transactions | — | — | — | — | ||||||||||||||||||||
Balance as of December 28, 2014 | $ | 35.6 | $ | 97.3 | $ | 463.5 | $ | 596.4 | ||||||||||||||||
Schedule of Acquired Finite-Lived Intangible Assets | The following table sets forth information for acquired finite-lived and indefinite-lived intangible assets (in millions): | |||||||||||||||||||||||
As of December 29, 2013 | As of December 28, 2014 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Value | Amortization | Value | Value | Amortization | Value | |||||||||||||||||||
Acquired finite-lived intangible assets: | ||||||||||||||||||||||||
Customer relationships | $ | 97.7 | $ | (53.7 | ) | $ | 44 | $ | 99 | $ | (70.6 | ) | $ | 28.4 | ||||||||||
Contracts and backlog | 80 | (78.7 | ) | 1.3 | 82.7 | (80.0 | ) | 2.7 | ||||||||||||||||
Developed technology and technical know-how | 22.1 | (8.6 | ) | 13.5 | 23.1 | (10.9 | ) | 12.2 | ||||||||||||||||
Trade names | 6.1 | (3.1 | ) | 3 | 6 | (5.0 | ) | 1 | ||||||||||||||||
Favorable operating lease | 1.8 | (0.6 | ) | 1.2 | 1.8 | (0.7 | ) | 1.1 | ||||||||||||||||
Total finite-lived intangible assets | 207.7 | (144.7 | ) | 63 | 212.6 | (167.2 | ) | 45.4 | ||||||||||||||||
Acquired indefinite-lived intangible assets | ||||||||||||||||||||||||
Trade names | 6.9 | — | 6.9 | 6.9 | — | 6.9 | ||||||||||||||||||
Total indefinite-lived intangible assets | 6.9 | — | 6.9 | 6.9 | — | 6.9 | ||||||||||||||||||
Total intangible assets | $ | 214.6 | $ | (144.7 | ) | $ | 69.9 | $ | 219.5 | $ | (167.2 | ) | $ | 52.3 | ||||||||||
Schedule of Future Amortization Expense of Finite-Lived Intangible Assets | The estimated future amortization expense of acquired intangible assets with finite lives as of December 28, 2014 is as follows (in millions): | |||||||||||||||||||||||
Fiscal Year | Amount | |||||||||||||||||||||||
2015 | $ | 15.6 | ||||||||||||||||||||||
2016 | 10.9 | |||||||||||||||||||||||
2017 | 9.4 | |||||||||||||||||||||||
2018 | 4.3 | |||||||||||||||||||||||
2019 | 3.5 | |||||||||||||||||||||||
Thereafter | 1.7 | |||||||||||||||||||||||
Total | $ | 45.4 | ||||||||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||
Dec. 28, 2014 | ||||||
Business Acquisition [Line Items] | ||||||
Schedule of Pro Forma Financial Information | The pro forma results are for illustrative purposes only for the applicable period and do not purport to be indicative of the actual results that would have occurred had the transactions been completed as of the beginning of the period, nor are they indicative of results of operations that may occur in the future (all amounts, except per share amounts are in millions): | |||||
Year Ended December 30, 2012 | ||||||
Pro forma revenues | $ | 1,019.50 | ||||
Pro forma net loss before tax | (132.0 | ) | ||||
Pro forma net loss | (130.4 | ) | ||||
Net loss attributable to the registrant | (112.9 | ) | ||||
Basic and diluted pro forma loss per share | $ | (2.31 | ) | |||
Schedule of Nonrecurring Pro Forma Adjustments | These adjustments are as follows (in millions except per share data): | |||||
Year Ended December 30, 2012 | ||||||
Intangible amortization | $ | 16.2 | ||||
Net change in stock compensation expense | 2.2 | |||||
Increase in weighted average common shares outstanding for shares issued and not already included in the weighted average common shares outstanding | 9.6 | |||||
Composite Engineering, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Schedule of Purchase Price Allocation | The following table summarizes the fair values of the major assets acquired and liabilities assumed as of the acquisition date (in millions): | |||||
Cash | $ | 8.9 | ||||
Accounts receivable | 9.3 | |||||
Inventoried costs | 12.3 | |||||
Other current assets | 8.9 | |||||
Property and equipment | 8.1 | |||||
Intangible assets | 38 | |||||
Goodwill | 104.2 | |||||
Total assets | 189.7 | |||||
Current liabilities | (25.7 | ) | ||||
Net assets acquired | $ | 164 | ||||
Critical Infrastructure Business | ||||||
Business Acquisition [Line Items] | ||||||
Schedule of Purchase Price Allocation | The following table summarizes the fair values of the major assets acquired and liabilities assumed as of the acquisition date (in millions): | |||||
Accounts receivable | $ | 23.4 | ||||
Other assets | 0.5 | |||||
Intangible assets | 2 | |||||
Goodwill | 2.6 | |||||
Total assets | 28.5 | |||||
Current liabilities | (9.7 | ) | ||||
Net assets acquired | $ | 18.8 | ||||
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 12 Months Ended | |||||||||
Dec. 28, 2014 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable, net (in millions) | |||||||||
Receivables including amounts due under long-term contracts are summarized as follows: | ||||||||||
December 29, 2013 | December 28, 2014 | |||||||||
Billed, current | $ | 150.2 | $ | 133.6 | ||||||
Unbilled, current | 117.9 | 116.6 | ||||||||
Total current accounts receivable | 268.1 | 250.2 | ||||||||
Allowance for doubtful accounts | (2.3 | ) | (2.0 | ) | ||||||
Total current accounts receivable, net | 265.8 | 248.2 | ||||||||
Unbilled, long-term (included in other assets) | 0.1 | — | ||||||||
Total accounts receivable, net | $ | 265.9 | $ | 248.2 | ||||||
U.S. Government contract receivables where the Company is the prime contractor included in accounts receivable, net (in millions) | ||||||||||
December 29, 2013 | December 28, 2014 | |||||||||
Billed | $ | 19.8 | $ | 19.1 | ||||||
Unbilled | 31.6 | 21.2 | ||||||||
Total U.S. Government contract receivables | $ | 51.4 | $ | 40.3 | ||||||
Schedule of Inventory, Current | Inventoried costs, net of progress payments (in millions) | |||||||||
December 29, | December 28, | |||||||||
2013 | 2014 | |||||||||
Raw materials | $ | 44.5 | $ | 39.8 | ||||||
Work in process | 24.3 | 22.3 | ||||||||
Finished goods | 4.6 | 4.7 | ||||||||
Supplies and other | 1.9 | 2.1 | ||||||||
Subtotal inventoried costs | 75.3 | 68.9 | ||||||||
Less customer advances and progress payments | (0.7 | ) | (0.9 | ) | ||||||
Total inventoried costs | $ | 74.6 | $ | 68 | ||||||
Property, Plant and Equipment | Assets are depreciated predominately using the straight-line method, with the following lives: | |||||||||
Years | ||||||||||
Buildings and improvements | 15 - 39 | |||||||||
Machinery and equipment | 3 - 10 | |||||||||
Computer equipment and software | 1 - 10 | |||||||||
Vehicles, furniture, and office equipment | 5 | |||||||||
Leasehold improvements | Shorter of useful life or length of lease | |||||||||
Property and equipment, net (in millions) | ||||||||||
December 29, 2013 | December 28, 2014 | |||||||||
Land and buildings | $ | 21 | $ | 21.8 | ||||||
Computer equipment and software | 20 | 27 | ||||||||
Machinery and equipment | 59 | 59.8 | ||||||||
Furniture and office equipment | 15.4 | 12.9 | ||||||||
Facility under capital lease | 1 | — | ||||||||
Leasehold improvements | 13.7 | 13.8 | ||||||||
Construction in progress | 4.8 | 8 | ||||||||
Property and equipment | 134.9 | 143.3 | ||||||||
Accumulated depreciation and amortization | (50.1 | ) | (60.7 | ) | ||||||
Total property and equipment, net | $ | 84.8 | $ | 82.6 | ||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||
Fair value of long-term debt | Carrying amounts and the related estimated fair values of the Company’s long-term debt financial instruments not measured at fair value on a recurring basis at December 29, 2013 and December 28, 2014 are presented in the following table: | ||||||||||||||||||||||||
As of December 29, 2013 | As of December 28, 2014 | ||||||||||||||||||||||||
$ in millions | Principal | Carrying | Fair Value | Principal | Carrying | Fair Value | |||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Long-term debt | $ | 629.8 | $ | 644.3 | $ | 679.7 | $ | 669.8 | $ | 664 | $ | 577.1 | |||||||||||||
Lease_Commitments_Tables
Lease Commitments (Tables) | 12 Months Ended | |||||||||
Dec. 28, 2014 | ||||||||||
Leases [Abstract] | ||||||||||
Schedule of Future Minimum Lease Payments, Capital and Operating Leases | Future minimum lease payments under capital and operating leases as of December 28, 2014, which does not include $4.5 million in sublease income on the Company's operating leases, are as follows (in millions): | |||||||||
Year | Capital Leases | Operating Leases | ||||||||
2015 | $ | 0.1 | $ | 20.2 | ||||||
2016 | — | 17.2 | ||||||||
2017 | — | 15.1 | ||||||||
2018 | — | 12.7 | ||||||||
2019 | — | 10.5 | ||||||||
Thereafter | — | 9.1 | ||||||||
Total future minimum lease payments | 0.1 | $ | 84.8 | |||||||
Less amount representing interest | — | |||||||||
Present value of capital lease obligations | 0.1 | |||||||||
Less current portion | 0.1 | |||||||||
Long-term capital lease obligations | $ | — | ||||||||
Schedule of Capital Leased Assets | The following is an analysis of the leased property under capital leases by major class (in millions): | |||||||||
December 29, 2013 | December 28, 2014 | |||||||||
Classes of Property | ||||||||||
Facilities | $ | 1 | $ | — | ||||||
Vehicles | 0.5 | 0.3 | ||||||||
Office equipment | 0.4 | 0.1 | ||||||||
Total | 1.9 | 0.4 | ||||||||
Less: Accumulated amortization | 1.7 | 0.4 | ||||||||
$ | 0.2 | $ | — | |||||||
Schedule of Unused Facilities Accrual Roll-forward | The accrual for excess facilities is as follows (in millions): | |||||||||
Excess Facilities | ||||||||||
Balance as of December 30, 2012 | $ | 18.7 | ||||||||
Adjustment of excess facility accrual | (4.7 | ) | ||||||||
Cash payments | (1.6 | ) | ||||||||
Balance as of December 29, 2013 | 12.4 | |||||||||
Adjustments of excess facility accruals | 0.2 | |||||||||
Cash payments | (1.3 | ) | ||||||||
Balance as of December 28, 2014 | $ | 11.3 | ||||||||
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended | ||||||||||
Dec. 28, 2014 | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive (in millions): | ||||||||||
December 30, 2012 | December 29, 2013 | December 28, 2014 | |||||||||
Shares from stock options and awards | 3.6 | 2.6 | 0.9 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) from continuing operations before income taxes are listed below (in millions): | ||||||||||||
2012 | 2013 | 2014 | |||||||||||
Domestic | $ | (120.3 | ) | $ | (39.4 | ) | $ | (84.0 | ) | ||||
Foreign | 5.8 | 7.5 | 11.1 | ||||||||||
Total | $ | (114.5 | ) | $ | (31.9 | ) | $ | (72.9 | ) | ||||
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes from continuing operations for the years ended December 30, 2012, December 29, 2013, and December 28, 2014 are comprised of the following (in millions): | ||||||||||||
2012 | 2013 | 2014 | |||||||||||
Federal income taxes: | |||||||||||||
Current | $ | — | $ | (1.7 | ) | $ | — | ||||||
Deferred | (3.5 | ) | 0.3 | 3.3 | |||||||||
Total Federal | (3.5 | ) | (1.4 | ) | 3.3 | ||||||||
State and local income taxes | |||||||||||||
Current | 0.8 | 2 | 1.6 | ||||||||||
Deferred | 0.4 | (0.7 | ) | (1.7 | ) | ||||||||
Total State and local | 1.2 | 1.3 | (0.1 | ) | |||||||||
Foreign income taxes: | |||||||||||||
Current | 0.1 | 0.1 | 1.2 | ||||||||||
Deferred | 0.6 | — | 0.7 | ||||||||||
Total Foreign | 0.7 | 0.1 | 1.9 | ||||||||||
Total | $ | (1.6 | ) | $ | — | $ | 5.1 | ||||||
Schedule of Income Tax Reconciliation | A reconciliation of the total income tax provision (benefit) to the amount computed by applying the statutory federal income tax rate of 35% to the loss from continuing operations before income taxes for the years ended December 30, 2012, December 29, 2013 and December 28, 2014 is as follows (in millions): | ||||||||||||
2012 | 2013 | 2014 | |||||||||||
Income tax expense (benefit) at federal statutory rate | $ | (40.1 | ) | $ | (11.1 | ) | $ | (25.5 | ) | ||||
State taxes, net of federal tax benefit and valuation allowance | 0.7 | 1.8 | 0.8 | ||||||||||
Difference in tax rates between U.S. and foreign | (1.5 | ) | (2.6 | ) | (2.0 | ) | |||||||
Increase in federal valuation allowance | 14.2 | 13 | 26.9 | ||||||||||
Nondeductible expense | 0.3 | 0.7 | 2.5 | ||||||||||
Increase (decrease) in reserve for uncertain tax positions | 0.1 | (1.4 | ) | 0.8 | |||||||||
Transaction costs | 0.1 | — | — | ||||||||||
Changes to indefinite life items and separate state deferred taxes | (3.0 | ) | (0.4 | ) | 1.6 | ||||||||
Goodwill impairment | 27.6 | — | — | ||||||||||
Total | $ | (1.6 | ) | $ | — | $ | 5.1 | ||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 29, 2013 and December 28, 2014 are as follows (in millions): | ||||||||||||
2013 | 2014 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 0.7 | $ | 0.6 | |||||||||
Sundry accruals | 2.8 | 2.3 | |||||||||||
Vacation accrual | 5.2 | 5.1 | |||||||||||
Stock-based compensation | 6.1 | 5.4 | |||||||||||
Payroll related accruals | 3.3 | 4.6 | |||||||||||
Lease accruals | 9.1 | 8.4 | |||||||||||
Investments | 1.9 | 2 | |||||||||||
Net operating loss carryforwards | 118.2 | 144.3 | |||||||||||
Tax credit carryforwards | 5.1 | 6.5 | |||||||||||
Deferred revenue | 2.4 | 2.4 | |||||||||||
Reserves and other | 10.2 | 9.3 | |||||||||||
165 | 190.9 | ||||||||||||
Valuation allowance | (123.1 | ) | (154.0 | ) | |||||||||
Total deferred tax assets, net of valuation allowance | 41.9 | 36.9 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Unearned revenue | (35.8 | ) | (35.8 | ) | |||||||||
Other intangibles | (4.7 | ) | (2.7 | ) | |||||||||
Property and equipment, principally due to differences in depreciation | (7.7 | ) | (6.5 | ) | |||||||||
Other | (0.9 | ) | (1.3 | ) | |||||||||
Total deferred tax liabilities | (49.1 | ) | (46.3 | ) | |||||||||
Net deferred tax asset (liability) | $ | (7.2 | ) | $ | (9.4 | ) | |||||||
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to the Company's unrecognized tax benefits (in millions): | ||||||||||||
Balance as of December 25, 2011 | $ | 10.1 | |||||||||||
Increases related to prior periods (acquired entities) | 3.7 | ||||||||||||
Increases related to current year tax positions | — | ||||||||||||
Expiration of applicable statutes of limitations | (0.1 | ) | |||||||||||
Settlements with taxing authorities | (0.3 | ) | |||||||||||
Balance as of December 30, 2012 | 13.4 | ||||||||||||
Increases related to prior periods (acquired entities) | 3.3 | ||||||||||||
Increases related to current year tax positions | 1.7 | ||||||||||||
Expiration of applicable statutes of limitations | (2.6 | ) | |||||||||||
Settlements with taxing authorities | — | ||||||||||||
Balance as of December 29, 2013 | 15.8 | ||||||||||||
Increases related to prior periods | — | ||||||||||||
Increases related to current year tax positions | 0.8 | ||||||||||||
Expiration of applicable statutes of limitations | (0.2 | ) | |||||||||||
Settlements with taxing authorities | — | ||||||||||||
Balance as of December 28, 2014 | $ | 16.4 | |||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following table presents the results of discontinued operations including gain and loss on disposals which is included in loss before taxes (in millions): | ||||||||||||
Year ended December 30, 2012 | Year ended December 29, 2013 | Year ended December 28, 2014 | |||||||||||
Revenue | $ | 18.5 | $ | 3.7 | $ | — | |||||||
Loss before taxes | (1.8 | ) | (5.3 | ) | — | ||||||||
Benefit for income taxes | (0.3 | ) | — | — | |||||||||
Net loss | $ | (1.5 | ) | $ | (5.3 | ) | $ | — | |||||
The following is a summary of the liabilities of discontinued operations, which are in other current liabilities and other long-term liabilities in the accompanying Consolidated Balance Sheets as of December 29, 2013 and December 28, 2014 (in millions): | |||||||||||||
December 29, 2013 | December 28, 2014 | ||||||||||||
Accrued expenses and accounts payable | $ | 1.1 | $ | 0.7 | |||||||||
Other current liabilities | 1.4 | 0.5 | |||||||||||
Current liabilities of discontinued operations | $ | 2.5 | $ | 1.2 | |||||||||
Other long-term liabilities of discontinued operations | $ | 0.2 | $ | — | |||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 28, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Awards with graded vesting are recognized using the straight-line method with the following assumptions: | |||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Stock Options | ||||||||||||||
Expected life (1) | 10 | 6.25 - 10.0 | 10 | |||||||||||
Risk-free interest rate(2) | 1.6% - 2.3% | 1.1% - 2.9% | 2.4% - 2.7% | |||||||||||
Volatility(3) | 59.0% - 59.7% | 56.8% - 61.2% | 54.5% - 56.1% | |||||||||||
Forfeiture rate(4) | 16.30% | 10.00% | 2.5% - 15.2% | |||||||||||
Dividend yield(5) | —% | —% | —% | |||||||||||
(1) In 2012, no unvested options were granted and the expected life was equal to the life of the option. | ||||||||||||||
(2) The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant with a term equal to the expected term of the options. | ||||||||||||||
(3) In 2012, 2013, and 2014, the Company estimated implied volatility based upon trailing volatility. | ||||||||||||||
(4) Forfeitures are estimated at the time of grant based upon historical information. Forfeitures will be revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. | ||||||||||||||
(5) The Company has no history or expectation of paying dividends on its common stock. | ||||||||||||||
Schedule of Stock Options Roll Forward | A summary of the status of the Company's stock option plan as of December 28, 2014 and changes in options outstanding under the plan for the year ended December 28, 2014 is as follows: | |||||||||||||
Number of | Weighted-Average Exercise Price per Share | Weighted- | Aggregate Intrinsic Value | |||||||||||
Shares Under Option | Average | |||||||||||||
Remaining | ||||||||||||||
Contractual | ||||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
(000's) | (000's) | |||||||||||||
Options outstanding at December 29, 2013 | 1,721 | $ | 13.16 | 5.8 | $ | 2,179.00 | ||||||||
Granted | 10 | $ | 6.62 | 0 | — | |||||||||
Exercised | (45 | ) | $ | 3.87 | 0 | — | ||||||||
Forfeited or expired | (188 | ) | $ | 35.19 | 0 | — | ||||||||
Options outstanding at December 28, 2014 | 1,498 | $ | 11.06 | 5.6 | $ | 108.37 | ||||||||
Options exercisable at December 28, 2014 | 649 | $ | 18.94 | 2.4 | $ | 8.95 | ||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value and Exercises in Period, Total Intrinsic Value | During the years ended December 30, 2012, December 29, 2013, and December 28, 2014 the following values relate to the grants and exercises under the Company's option plans: | |||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Weighted average grant date fair value of options granted | $ | 3.56 | $ | 2.86 | $ | 4.4 | ||||||||
Total intrinsic value of options exercised (in thousands) | $ | — | $ | — | $ | 171 | ||||||||
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the Company's Restricted Stock Unit activity: | |||||||||||||
Restricted | Weighted-Average Grant Date Fair Value | |||||||||||||
Stock Units | ||||||||||||||
(000's) | ||||||||||||||
Nonvested balance at December 29, 2013 | 3,345 | $ | 7.26 | |||||||||||
Grants | 555 | $ | 7.9 | |||||||||||
Vested | (126 | ) | $ | 10.93 | ||||||||||
Forfeitures | (1,564 | ) | $ | 6.1 | ||||||||||
Vested but not released | (2 | ) | $ | 12.19 | ||||||||||
Nonvested balance at December 28, 2014 | 2,208 | $ | 8.03 | |||||||||||
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The assumptions and resulting fair values of options granted for 2012, 2013 and 2014 were as follows: | |||||||||||||
Offering | Offering | Offering | ||||||||||||
Periods | Periods | Periods | ||||||||||||
January 1 to | January 1 to | January 1 to | ||||||||||||
December 31, | December 31, | 31-Dec | ||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Expected term (in years)(1) | 0.5 | 0.5 | 0.5 | |||||||||||
Risk-free interest rate(2) | 0.06% - 0.16% | 0.10% - 0.11% | 0.07% - 0.10% | |||||||||||
Expected volatility(3) | 49.70% - 65.73% | 36.95% - 43.70% | 40.14% - 40.23% | |||||||||||
Expected dividend yield(4) | 0% | 0% | 0% | |||||||||||
Weighted average grant-date fair value per share | $1.93 | $1.50 | $2.09 | |||||||||||
-1 | The expected term is equivalent to the offering period. | |||||||||||||
-2 | The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant with a term equal to the expected term. | |||||||||||||
(3) The Company estimated implied volatility based upon trailing volatility. | ||||||||||||||
(4) The Company has no history or expectation of paying dividends on its common stock. |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Schedule of Segment Reporting Information, by Segment | Reportable segment assets are as follows (in millions): | ||||||||||||
December 29, 2013 | December 28, 2014 | ||||||||||||
Assets: | |||||||||||||
Kratos Government Solutions | $ | 847.5 | $ | 802.6 | |||||||||
Unmanned Systems | 178.1 | 173.2 | |||||||||||
Public Safety & Security | 122.6 | 100.2 | |||||||||||
Corporate activities | 68.4 | 62.8 | |||||||||||
Total assets | $ | 1,216.60 | $ | 1,138.80 | |||||||||
Revenues, operating income (loss) and assets disclosed below provided by the Company's reportable segments for the years ended December 30, 2012, December 29, 2013, and December 28, 2014, are as follows (in millions): | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Revenues: | |||||||||||||
Unmanned Systems | |||||||||||||
Service revenues | $ | — | $ | — | $ | — | |||||||
Product sales | 92.3 | 121.6 | 81.5 | ||||||||||
Total Unmanned Systems | 92.3 | 121.6 | 81.5 | ||||||||||
Kratos Government Solutions | |||||||||||||
Service revenues | 264 | 233.9 | 207.4 | ||||||||||
Product sales | 426.9 | 385.4 | 382.7 | ||||||||||
Total Kratos Government Solutions | 690.9 | 619.3 | 590.1 | ||||||||||
Public Safety & Security | |||||||||||||
Service revenues | 186 | 209.7 | 183.4 | ||||||||||
Product sales | — | — | 13 | ||||||||||
Total Public Safety & Security | 186 | 209.7 | 196.4 | ||||||||||
Total revenues | $ | 969.2 | $ | 950.6 | $ | 868 | |||||||
Depreciation and amortization: | |||||||||||||
Unmanned Systems | $ | 9 | $ | 20.3 | $ | 7.3 | |||||||
Kratos Government Solutions | 45.5 | 29.6 | 29.8 | ||||||||||
Public Safety & Security | 3.5 | 3.5 | 2 | ||||||||||
Total depreciation and amortization | $ | 58 | $ | 53.4 | $ | 39.1 | |||||||
Operating income (loss) from continuing operations: | |||||||||||||
Unmanned Systems | $ | 3.5 | $ | (16.9 | ) | $ | (9.6 | ) | |||||
Kratos Government Solutions | (45.0 | ) | 43.3 | 38.5 | |||||||||
Public Safety & Security | (2.5 | ) | 8.3 | (4.4 | ) | ||||||||
Corporate activities | (5.7 | ) | (2.9 | ) | (4.6 | ) | |||||||
Total operating income (loss) from continuing operations | $ | (49.7 | ) | $ | 31.8 | $ | 19.9 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Schedule of Product Warranty Liabilities | The changes in the Company's aggregate product warranty liabilities, which are included in other current liabilities and other long term-liabilities on the Company's Consolidated Balance Sheets, were as follows (in millions): | |||||||
Year Ended | ||||||||
December 29, | December 28, | |||||||
2013 | 2014 | |||||||
Balance, at beginning of the period | $ | 5.2 | $ | 5.4 | ||||
Costs accrued and revenues deferred | 1.2 | 0.4 | ||||||
Adjustments to preexisting warranties | (0.9 | ) | (0.4 | ) | ||||
Settlements made (in cash or kind) and revenues recognized | (0.1 | ) | (0.1 | ) | ||||
Balance, at end of period | 5.4 | 5.3 | ||||||
Less: Non-Current portion | 0.3 | 0.4 | ||||||
Current warranty liability | $ | 5.1 | $ | 4.9 | ||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Fiscal year 2014 | |||||||||||||||||
Revenues | $ | 200.1 | $ | 229.3 | $ | 217.1 | $ | 221.5 | |||||||||
Gross profit | $ | 52.6 | $ | 56.4 | $ | 53 | $ | 56.2 | |||||||||
Operating income from continuing operations | $ | 3.3 | $ | 4.7 | $ | 1.2 | $ | 10.7 | |||||||||
Provision (benefit) for income taxes | $ | 2.3 | $ | 1.6 | $ | (0.2 | ) | $ | 1.4 | ||||||||
Net loss | $ | (15.0 | ) | $ | (49.9 | ) | $ | (10.9 | ) | $ | (2.2 | ) | |||||
Net loss per common share: | |||||||||||||||||
Basic and diluted | $ | (0.26 | ) | $ | (0.87 | ) | $ | (0.19 | ) | $ | (0.04 | ) | |||||
Summarized quarterly data for the years ended December 29, 2013 and December 28, 2014, is as follows (in millions, except per share data): | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Fiscal year 2013 | |||||||||||||||||
Revenues | $ | 253.3 | $ | 235.2 | $ | 226.4 | $ | 235.7 | |||||||||
Gross profit | $ | 65.8 | $ | 60.4 | $ | 52.3 | $ | 61.5 | |||||||||
Operating income from continuing operations | $ | 11.4 | $ | 8.9 | $ | 6.1 | $ | 5.4 | |||||||||
Provision (benefit) for income taxes | $ | 2.8 | $ | (0.1 | ) | $ | 0.2 | $ | (2.9 | ) | |||||||
Net loss | $ | (10.3 | ) | $ | (9.6 | ) | $ | (9.9 | ) | $ | (7.4 | ) | |||||
Net loss per common share: | |||||||||||||||||
Basic and diluted | $ | (0.18 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.12 | ) |
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Statements (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Condensed Balance Sheet | Condensed Consolidating Balance Sheet | |||||||||||||||||||
29-Dec-13 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 42.7 | $ | (3.0 | ) | $ | 16 | $ | — | $ | 55.7 | |||||||||
Accounts receivable, net | — | 238.6 | 27.2 | — | 265.8 | |||||||||||||||
Amounts due from affiliated companies | 410.2 | — | — | (410.2 | ) | — | ||||||||||||||
Inventoried costs | — | 59.1 | 15.5 | — | 74.6 | |||||||||||||||
Other current assets | 10.7 | 19.4 | 4.1 | — | 34.2 | |||||||||||||||
Total current assets | 463.6 | 314.1 | 62.8 | (410.2 | ) | 430.3 | ||||||||||||||
Property, plant and equipment, net | 2.1 | 71.9 | 10.8 | — | 84.8 | |||||||||||||||
Goodwill | — | 574.8 | 21.6 | — | 596.4 | |||||||||||||||
Intangible assets, net | — | 68.5 | 1.4 | — | 69.9 | |||||||||||||||
Investment in subsidiaries | 474.2 | 36.7 | — | (510.9 | ) | — | ||||||||||||||
Amounts due from affiliated companies | — | 24 | — | (24.0 | ) | — | ||||||||||||||
Other assets | 12.9 | 23 | (0.7 | ) | — | 35.2 | ||||||||||||||
Total assets | $ | 952.8 | $ | 1,113.00 | $ | 95.9 | $ | (945.1 | ) | $ | 1,216.60 | |||||||||
Liabilities and Stockholders' Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | 2.8 | $ | 54.1 | $ | 5 | $ | — | $ | 61.9 | ||||||||||
Accrued expenses | 6.6 | 40.9 | 3.9 | — | 51.4 | |||||||||||||||
Accrued compensation | 4 | 36.9 | 4 | — | 44.9 | |||||||||||||||
Billings in excess of costs and earnings on uncompleted contracts | — | 45.4 | 7.1 | — | 52.5 | |||||||||||||||
Deferred tax liability | — | 28.4 | — | — | 28.4 | |||||||||||||||
Amounts due to affiliated companies | — | 390.2 | 20 | (410.2 | ) | — | ||||||||||||||
Other current liabilities | 1.3 | 9.5 | 1.1 | — | 11.9 | |||||||||||||||
Total current liabilities | 14.7 | 605.4 | 41.1 | (410.2 | ) | 251 | ||||||||||||||
Long-term debt, net of current portion | 639.5 | — | 3.8 | — | 643.3 | |||||||||||||||
Amounts due to affiliated companies | — | — | 24 | (24.0 | ) | — | ||||||||||||||
Other long-term liabilities | 2.8 | 21.4 | 2.3 | — | 26.5 | |||||||||||||||
Total liabilities | 657 | 626.8 | 71.2 | (434.2 | ) | 920.8 | ||||||||||||||
Total stockholders' equity | 295.8 | 486.2 | 24.7 | (510.9 | ) | 295.8 | ||||||||||||||
Total liabilities and stockholders' equity | $ | 952.8 | $ | 1,113.00 | $ | 95.9 | $ | (945.1 | ) | $ | 1,216.60 | |||||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||||||
28-Dec-14 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 28.7 | $ | (6.0 | ) | $ | 12 | $ | — | $ | 34.7 | |||||||||
Accounts receivable, net | — | 217.7 | 30.5 | — | 248.2 | |||||||||||||||
Amounts due from affiliated companies | 341.9 | — | — | (341.9 | ) | — | ||||||||||||||
Inventoried costs | — | 49.9 | 18.1 | — | 68 | |||||||||||||||
Other current assets | 4.4 | 16.3 | 3.3 | — | 24 | |||||||||||||||
Total current assets | 375 | 277.9 | 63.9 | (341.9 | ) | 374.9 | ||||||||||||||
Amounts due from affiliated companies, long-term | — | 3.2 | — | (3.2 | ) | — | ||||||||||||||
Property, plant and equipment, net | 2 | 70.6 | 10 | — | 82.6 | |||||||||||||||
Goodwill | — | 572.4 | 24 | — | 596.4 | |||||||||||||||
Intangible assets, net | — | 52.2 | 0.1 | — | 52.3 | |||||||||||||||
Investment in subsidiaries | 498.3 | 48.3 | — | (546.6 | ) | — | ||||||||||||||
Other assets | 27.8 | 4.6 | 0.2 | — | 32.6 | |||||||||||||||
Total assets | $ | 903.1 | $ | 1,029.20 | $ | 98.2 | $ | (891.7 | ) | $ | 1,138.80 | |||||||||
Liabilities and Stockholders' Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | 3.1 | $ | 40.4 | $ | 4.9 | $ | — | $ | 48.4 | ||||||||||
Accrued expenses | 6.3 | 30.2 | 3.3 | — | 39.8 | |||||||||||||||
Accrued compensation | 5.2 | 37.7 | 3.5 | — | 46.4 | |||||||||||||||
Billings in excess of costs and earnings on uncompleted contracts | — | 47 | 5.1 | — | 52.1 | |||||||||||||||
Deferred income tax liability | — | 30.3 | — | — | 30.3 | |||||||||||||||
Amounts due to affiliated companies | — | 306.6 | 35.3 | (341.9 | ) | — | ||||||||||||||
Other current liabilities | 1 | 6.5 | 1.6 | — | 9.1 | |||||||||||||||
Total current liabilities | 15.6 | 498.7 | 53.7 | (341.9 | ) | 226.1 | ||||||||||||||
Long-term debt, net of current portion | 660.2 | — | 2.8 | — | 663 | |||||||||||||||
Amounts due to affiliated companies | — | — | 3.2 | (3.2 | ) | — | ||||||||||||||
Other long-term liabilities | 3 | 20.2 | 2.2 | — | 25.4 | |||||||||||||||
Total liabilities | 678.8 | 518.9 | 61.9 | (345.1 | ) | 914.5 | ||||||||||||||
Total stockholders' equity | 224.3 | 510.3 | 36.3 | (546.6 | ) | 224.3 | ||||||||||||||
Total liabilities and stockholders' equity | $ | 903.1 | $ | 1,029.20 | $ | 98.2 | $ | (891.7 | ) | $ | 1,138.80 | |||||||||
Schedule of Condensed Statement of Operations and Comprehensive Income (Loss) | Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | |||||||||||||||||||
Year Ended December 30, 2012 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Service revenues | $ | — | $ | 448.5 | $ | 1.5 | $ | — | $ | 450 | ||||||||||
Product sales | — | 470 | 64.5 | (15.3 | ) | 519.2 | ||||||||||||||
Total revenues | — | 918.5 | 66 | (15.3 | ) | 969.2 | ||||||||||||||
Cost of service revenues | — | 350 | 0.8 | — | 350.8 | |||||||||||||||
Cost of product sales | — | 333.8 | 42.7 | (15.3 | ) | 361.2 | ||||||||||||||
Total costs | — | 683.8 | 43.5 | (15.3 | ) | 712 | ||||||||||||||
Gross profit | — | 234.7 | 22.5 | — | 257.2 | |||||||||||||||
Selling, general and administrative expenses | 7.4 | 171.2 | 13.9 | — | 192.5 | |||||||||||||||
Impairment of goodwill and intangibles | — | 96.6 | — | — | 96.6 | |||||||||||||||
Research and development expenses | — | 16.9 | 0.9 | — | 17.8 | |||||||||||||||
Operating income (loss) from continuing operations | (7.4 | ) | (50.0 | ) | 7.7 | — | (49.7 | ) | ||||||||||||
Other income (expense): | . | |||||||||||||||||||
Interest expense, net | (65.9 | ) | 0.3 | (0.5 | ) | — | (66.1 | ) | ||||||||||||
Other income, net | 0.3 | 0.1 | 0.9 | — | 1.3 | |||||||||||||||
Total other income and expense, net | (65.6 | ) | 0.4 | 0.4 | — | (64.8 | ) | |||||||||||||
Income (loss) from continuing operations before income taxes | (73.0 | ) | (49.6 | ) | 8.1 | — | (114.5 | ) | ||||||||||||
Provision (benefit) for income taxes from continuing operations | 20.8 | (22.8 | ) | 0.4 | — | (1.6 | ) | |||||||||||||
Income (loss) from continuing operations | (93.8 | ) | (26.8 | ) | 7.7 | — | (112.9 | ) | ||||||||||||
Income (loss) from discontinued operations | (0.1 | ) | (2.2 | ) | 0.8 | — | (1.5 | ) | ||||||||||||
Equity in net income (loss) of subsidiaries | (20.5 | ) | 8.3 | — | 12.2 | — | ||||||||||||||
Net income (loss) | $ | (114.4 | ) | $ | (20.7 | ) | $ | 8.5 | $ | 12.2 | $ | (114.4 | ) | |||||||
Comprehensive income (loss) | $ | (115.0 | ) | $ | 20.9 | $ | 9.4 | $ | 11.5 | $ | (115.0 | ) | ||||||||
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||||||||||
Year Ended December 29, 2013 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Service revenues | $ | — | $ | 438.2 | $ | 5.4 | $ | — | $ | 443.6 | ||||||||||
Product sales | — | 448.6 | 75.3 | (16.9 | ) | 507 | ||||||||||||||
Total revenues | — | 886.8 | 80.7 | (16.9 | ) | 950.6 | ||||||||||||||
Cost of service revenues | — | 331.3 | 3.9 | — | 335.2 | |||||||||||||||
Cost of product sales | — | 338.9 | 53.4 | (16.9 | ) | 375.4 | ||||||||||||||
Total costs | — | 670.2 | 57.3 | (16.9 | ) | 710.6 | ||||||||||||||
Gross profit | — | 216.6 | 23.4 | — | 240 | |||||||||||||||
Selling, general and administrative expenses | 5.5 | 167.2 | 14.1 | — | 186.8 | |||||||||||||||
Impairment of goodwill and intangibles | — | — | — | — | — | |||||||||||||||
Research and development expenses | — | 20.2 | 1.2 | — | 21.4 | |||||||||||||||
Operating income (loss) from continuing operations | (5.5 | ) | 29.2 | 8.1 | — | 31.8 | ||||||||||||||
Other income (expense): | ||||||||||||||||||||
Interest expense, net | (65.6 | ) | 2.3 | (0.4 | ) | — | (63.7 | ) | ||||||||||||
Other income, net | — | (0.3 | ) | 0.3 | — | — | ||||||||||||||
Total other income and expense, net | (65.6 | ) | 2 | (0.1 | ) | — | (63.7 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes | (71.1 | ) | 31.2 | 8 | — | (31.9 | ) | |||||||||||||
Provision (benefit) for income taxes from continuing operations | 0.6 | (0.7 | ) | 0.1 | — | — | ||||||||||||||
Income (loss) from continuing operations | (71.7 | ) | 31.9 | 7.9 | — | (31.9 | ) | |||||||||||||
Income (loss) from discontinued operations | 0.1 | (5.4 | ) | — | — | (5.3 | ) | |||||||||||||
Equity in net income (loss) of subsidiaries | 34.4 | 7.9 | — | (42.3 | ) | — | ||||||||||||||
Net income (loss) | $ | (37.2 | ) | $ | 34.4 | $ | 7.9 | $ | (42.3 | ) | $ | (37.2 | ) | |||||||
Comprehensive income (loss) | $ | (37.2 | ) | $ | 34.4 | $ | 7.9 | $ | (42.3 | ) | $ | (37.2 | ) | |||||||
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||||||||||
Year Ended December 28, 2014 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Service revenues | $ | — | $ | 380.8 | $ | 10 | $ | — | $ | 390.8 | ||||||||||
Product sales | — | 417.1 | 69 | (8.9 | ) | 477.2 | ||||||||||||||
Total revenues | — | 797.9 | 79 | (8.9 | ) | 868 | ||||||||||||||
Cost of service revenues | — | 297 | 7.6 | — | 304.6 | |||||||||||||||
Cost of product sales | — | 308.8 | 45.3 | (8.9 | ) | 345.2 | ||||||||||||||
Total costs | — | 605.8 | 52.9 | (8.9 | ) | 649.8 | ||||||||||||||
Gross profit | — | 192.1 | 26.1 | — | 218.2 | |||||||||||||||
Selling, general and administrative expenses | 8.4 | 152.9 | 14 | — | 175.3 | |||||||||||||||
Impairment of goodwill and intangibles | — | — | — | — | — | |||||||||||||||
Research and development expenses | — | 21.5 | 1.5 | — | 23 | |||||||||||||||
Operating income (loss) from continuing operations | (8.4 | ) | 17.7 | 10.6 | — | 19.9 | ||||||||||||||
Other income (expense): | ||||||||||||||||||||
Interest expense, net | (54.3 | ) | 0.3 | (0.3 | ) | — | (54.3 | ) | ||||||||||||
Loss on extinguishment of debt | (39.1 | ) | — | — | — | (39.1 | ) | |||||||||||||
Other income, net | — | (1.9 | ) | 2.5 | — | 0.6 | ||||||||||||||
Total other income and expense, net | (93.4 | ) | (1.6 | ) | 2.2 | — | (92.8 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes | (101.8 | ) | 16.1 | 12.8 | — | (72.9 | ) | |||||||||||||
Provision (benefit) for income taxes from continuing operations | 0.6 | 3.3 | 1.2 | — | 5.1 | |||||||||||||||
Income (loss) from continuing operations | (102.4 | ) | 12.8 | 11.6 | — | (78.0 | ) | |||||||||||||
Income (loss) from discontinued operations | 0.3 | (0.3 | ) | — | — | — | ||||||||||||||
Equity in net income (loss) of subsidiaries | 24.1 | 11.6 | — | (35.7 | ) | — | ||||||||||||||
Net income (loss) | $ | (78.0 | ) | $ | 24.1 | $ | 11.6 | $ | (35.7 | ) | $ | (78.0 | ) | |||||||
Comprehensive income (loss) | $ | (78.9 | ) | $ | 23.6 | $ | 11.2 | $ | (34.8 | ) | $ | (78.9 | ) | |||||||
Schedule of Condensed Cash Flow Statement | Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||
Year Ended December 30, 2012 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Net cash provided by (used in) operating activities | $ | (98.2 | ) | $ | 144.5 | $ | 6 | $ | — | $ | 52.3 | |||||||||
Investing activities: | ||||||||||||||||||||
Cash paid for acquisitions, net of cash acquired | 2.3 | (151.7 | ) | — | — | (149.4 | ) | |||||||||||||
Decrease in restricted cash | — | 0.6 | — | — | 0.6 | |||||||||||||||
Investment in affiliated companies | (10.8 | ) | — | (2.0 | ) | 12.8 | — | |||||||||||||
Capital expenditures | (0.5 | ) | (14.2 | ) | (1.9 | ) | — | (16.6 | ) | |||||||||||
Proceeds from the disposition of discontinued operations | — | 0.3 | — | — | 0.3 | |||||||||||||||
Net cash provided by (used in) investing activities from continuing operations | (9.0 | ) | (165.0 | ) | (3.9 | ) | 12.8 | (165.1 | ) | |||||||||||
Financing activities: | ||||||||||||||||||||
Proceeds from the issuance of common stock | 97 | — | — | — | 97 | |||||||||||||||
Debt issuance costs paid | (1.2 | ) | — | — | — | (1.2 | ) | |||||||||||||
Repayment of debt | — | (0.5 | ) | (1.0 | ) | — | (1.5 | ) | ||||||||||||
Financing from affiliated companies | — | 12.8 | — | (12.8 | ) | — | ||||||||||||||
Other, net | (3.4 | ) | — | — | — | (3.4 | ) | |||||||||||||
Net cash provided by (used in) financing activities from continuing operations | 92.4 | 12.3 | (1.0 | ) | (12.8 | ) | 90.9 | |||||||||||||
Net cash flows of continuing operations | (14.8 | ) | (8.2 | ) | 1.1 | — | (21.9 | ) | ||||||||||||
Net operating cash flows from discontinued operations | — | 1.3 | — | — | 1.3 | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | — | — | — | |||||||||||||||
Net increase in cash and cash equivalents | $ | (14.8 | ) | $ | (6.9 | ) | $ | 1.1 | $ | — | $ | (20.6 | ) | |||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
Year Ended December 29, 2013 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Net cash provided by (used in) operating activities | $ | (65.9 | ) | $ | 87.5 | $ | 1 | $ | — | $ | 22.6 | |||||||||
Investing activities: | ||||||||||||||||||||
Cash paid for acquisitions, net of cash acquired | — | 2.2 | — | — | 2.2 | |||||||||||||||
Decrease in restricted cash | — | 0.4 | — | — | 0.4 | |||||||||||||||
Proceeds from the disposition of discontinued operations | — | 1.3 | — | — | 1.3 | |||||||||||||||
Investment in affiliated companies | — | (74.8 | ) | — | 74.8 | — | ||||||||||||||
Capital expenditures | (1.4 | ) | (12.3 | ) | (2.9 | ) | — | (16.6 | ) | |||||||||||
Net cash provided by (used in) investing activities from continuing operations | (1.4 | ) | (83.2 | ) | (2.9 | ) | 74.8 | (12.7 | ) | |||||||||||
Financing activities: | ||||||||||||||||||||
Cash paid for contingent acquisition consideration | — | (2.1 | ) | — | — | (2.1 | ) | |||||||||||||
Repayment of debt | — | — | (1.0 | ) | — | (1.0 | ) | |||||||||||||
Purchase of ESPP shares | 1.1 | — | — | — | 1.1 | |||||||||||||||
Financings from affiliated companies | 71.1 | — | 3.7 | (74.8 | ) | — | ||||||||||||||
Other, net | — | — | — | — | — | |||||||||||||||
Net cash provided by (used in) financing activities from continuing operations | 72.2 | (2.1 | ) | 2.7 | (74.8 | ) | (2.0 | ) | ||||||||||||
Net cash flows of continuing operations | 4.9 | 2.2 | 0.8 | — | 7.9 | |||||||||||||||
Net operating cash flows from discontinued operations | — | (1.3 | ) | — | — | (1.3 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | 0.1 | — | 0.1 | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | $ | 4.9 | $ | 0.9 | $ | 0.9 | $ | — | $ | 6.7 | ||||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
Year Ended December 28, 2014 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||
Parent Company | Guarantors on a Combined Basis | Non-Guarantors on a Combined Basis | Eliminations | Consolidated | ||||||||||||||||
Net cash provided by (used in) operating activities | $ | (72.2 | ) | $ | 81.4 | $ | (1.5 | ) | $ | — | $ | 7.7 | ||||||||
Investing activities: | ||||||||||||||||||||
Cash paid for acquisitions, net of cash acquired | — | (2.6 | ) | — | — | (2.6 | ) | |||||||||||||
Investment in affiliated companies | — | (67.9 | ) | — | 67.9 | — | ||||||||||||||
Increase in restricted cash | — | (0.4 | ) | — | — | (0.4 | ) | |||||||||||||
Capital expenditures | (0.8 | ) | (11.9 | ) | (1.5 | ) | — | (14.2 | ) | |||||||||||
Other, net | — | — | — | — | — | |||||||||||||||
Net cash provided by (used in) investing activities from continuing operations | (0.8 | ) | (82.8 | ) | (1.5 | ) | 67.9 | (17.2 | ) | |||||||||||
Financing activities: | ||||||||||||||||||||
Proceeds from the issuance of long-term debt | 618.5 | — | — | — | 618.5 | |||||||||||||||
Extinguishment of long-term debt | (661.5 | ) | — | — | — | (661.5 | ) | |||||||||||||
Debt issuance costs | (10.0 | ) | — | — | — | (10.0 | ) | |||||||||||||
Credit agreement borrowings | 41 | — | — | — | 41 | |||||||||||||||
Repayment of debt | — | — | (1.0 | ) | — | (1.0 | ) | |||||||||||||
Financings from affiliated companies | 67.7 | — | 0.2 | (67.9 | ) | — | ||||||||||||||
Other, net | 3.3 | — | — | — | 3.3 | |||||||||||||||
Net cash provided by (used in) financing activities from continuing operations | 59 | — | (0.8 | ) | (67.9 | ) | (9.7 | ) | ||||||||||||
Net cash flows of continuing operations | (14.0 | ) | (1.4 | ) | (3.8 | ) | — | (19.2 | ) | |||||||||||
Net operating cash flows from discontinued operations | — | (1.6 | ) | — | — | (1.6 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (0.2 | ) | — | (0.2 | ) | |||||||||||||
Net increase (decrease) in cash and cash equivalents | $ | (14.0 | ) | $ | (3.0 | ) | $ | (4.0 | ) | $ | — | $ | (21.0 | ) | ||||||
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 02, 2014 | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Segment | type_of_contract | Segment | |||
Segment | |||||
Significant Accounting Policies Disclosure [Line Items] | |||||
Number of principal reportable segments | 3 | 3 | 2 | ||
Fiscal year duration | 364 days | 364 days | 371 days | ||
Number of different types of contractual arrangements | 3 | ||||
Number of basic categories of fixed price contracts | 3 | ||||
Provisions for losses on contracts | $2,900,000 | $2,900,000 | $4,800,000 | ||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||||
Employee Stock Purchase Plan offering & expense recognition period | 6 months | ||||
Incremental tax benefits from exercise of stock options | 0 | 0 | 0 | ||
Impact on net income (loss) per common share, basic and diluted (in dollars per share) | ($0.07) | ($0.13) | ($0.14) | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Provisions | 1,500,000 | 1,000,000 | 400,000 | ||
Restricted cash | 5,400,000 | 5,400,000 | 5,000,000 | ||
Goodwill impairments | 0 | ||||
Interest Income (Expense), Net [Abstract] | |||||
Interest expense incurred primarily on the Company's Senior Secured Notes | -54,500,000 | -63,900,000 | -66,400,000 | ||
Miscellaneous interest income | 200,000 | 200,000 | 300,000 | ||
Interest expense, net | -54,300,000 | -63,700,000 | -66,100,000 | ||
Foreign currency transaction loss (gain) | 900,000 | 0 | 600,000 | ||
Minimum | |||||
Significant Accounting Policies Disclosure [Line Items] | |||||
Fiscal year duration | 364 days | ||||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||||
Share-based incentive award vesting period | 5 years | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of finite-lived intangible assets | 1 year | ||||
Interest Income (Expense), Net [Abstract] | |||||
Warranty coverage period | 1 year | ||||
Maximum | |||||
Significant Accounting Policies Disclosure [Line Items] | |||||
Fiscal year duration | 371 days | ||||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||||
Share-based incentive award vesting period | 10 years | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of finite-lived intangible assets | 15 years | ||||
Interest Income (Expense), Net [Abstract] | |||||
Warranty coverage period | 10 years | ||||
Buildings and improvements | Minimum | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of property and equipment | 15 years | ||||
Buildings and improvements | Maximum | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of property and equipment | 39 years | ||||
Machinery and equipment | Minimum | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of property and equipment | 3 years | ||||
Machinery and equipment | Maximum | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of property and equipment | 10 years | ||||
Computer equipment and software | Minimum | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of property and equipment | 1 year | ||||
Computer equipment and software | Maximum | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of property and equipment | 10 years | ||||
Vehicles, furniture, and office equipment | Maximum | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Useful life of property and equipment | 5 years | ||||
Allowance for Doubtful Accounts | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Balance at Beginning of Year | 2,200,000 | 1,400,000 | 2,000,000 | ||
Provisions | 1,500,000 | 1,000,000 | 400,000 | ||
Write-offs/Recoveries | -1,700,000 | -200,000 | -1,000,000 | ||
Balance at End of Year | 2,000,000 | 2,000,000 | 2,200,000 | 1,400,000 | |
Continuing operations | |||||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||||
Stock-based compensation expense, amount recognized in the consolidated financial statements | 3,800,000 | 7,400,000 | 6,600,000 | ||
Selling, general and administrative expenses | |||||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||||
Stock-based compensation expense, amount recognized in the consolidated financial statements | 3,800,000 | 7,400,000 | 6,600,000 | ||
Purchase order not received | |||||
Significant Accounting Policies Disclosure [Line Items] | |||||
Accounts receivable | $1,600,000 | $1,600,000 | $3,700,000 | ||
Stock options | Maximum | |||||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||||
Share-based incentive award vesting period | 6 years |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Goodwill (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 02, 2014 | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Jun. 30, 2012 | Dec. 30, 2012 | Jun. 24, 2012 | Dec. 27, 2015 | |
Segment | Segment | Segment | ||||||
Goodwill [Line Items] | ||||||||
Number of principal reportable segments | 3 | 3 | 2 | |||||
Goodwill impairments | $0 | |||||||
Goodwill [Roll Forward] | ||||||||
December 30, 2012 Balance prior to retrospective adjustments | 596,500,000 | |||||||
Retrospective adjustments | -100,000 | |||||||
Beginning Balance | 596,400,000 | 596,400,000 | ||||||
2013 reorganization | 0 | |||||||
2014 transactions | 0 | |||||||
Ending Balance | 596,400,000 | 596,400,000 | 596,400,000 | |||||
Accumulated impairment losses | 247,400,000 | 247,400,000 | ||||||
Public Safety & Security | ||||||||
Goodwill [Roll Forward] | ||||||||
December 30, 2012 Balance prior to retrospective adjustments | 35,600,000 | |||||||
Retrospective adjustments | 0 | |||||||
Beginning Balance | 35,600,000 | 35,600,000 | ||||||
2013 reorganization | 0 | |||||||
2014 transactions | 0 | |||||||
Ending Balance | 35,600,000 | 35,600,000 | 35,600,000 | |||||
Accumulated impairment losses | 18,300,000 | 18,300,000 | ||||||
Kratos Unmanned Systems (US) | ||||||||
Goodwill [Roll Forward] | ||||||||
December 30, 2012 Balance prior to retrospective adjustments | 0 | |||||||
Retrospective adjustments | ||||||||
Beginning Balance | 97,300,000 | 0 | ||||||
2013 reorganization | 97,300,000 | |||||||
2014 transactions | 0 | |||||||
Ending Balance | 97,300,000 | 97,300,000 | 97,300,000 | |||||
Accumulated impairment losses | 13,800,000 | 13,800,000 | ||||||
Kratos Government Solutions (KGS) | ||||||||
Goodwill [Line Items] | ||||||||
Number of operating segments | 5 | |||||||
Number of principal reportable segments | 2 | |||||||
Goodwill impairments | 82,000,000 | |||||||
Percentage by which goodwill fair value exceeded carrying value | 7.40% | |||||||
Goodwill [Roll Forward] | ||||||||
December 30, 2012 Balance prior to retrospective adjustments | 560,900,000 | |||||||
Retrospective adjustments | -100,000 | |||||||
Beginning Balance | 463,500,000 | 560,800,000 | ||||||
2013 reorganization | -97,300,000 | |||||||
2014 transactions | 0 | |||||||
Ending Balance | 463,500,000 | 463,500,000 | 463,500,000 | 560,800,000 | ||||
Accumulated impairment losses | 215,300,000 | 215,300,000 | ||||||
Discontinued operations | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairments | 1,500,000 | |||||||
Discontinued operations | Integral Systems, Inc. | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairments | 1,500,000 | |||||||
Anticipated in the future | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairments | 596,400,000 | |||||||
Long-lived intangibles | $52,300,000 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Purchased Intangible Assets (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Acquired finite-lived intangible assets: | |||||||
Gross Value | $212.60 | $212.60 | $207.70 | ||||
Accumulated Amortization | -167.2 | -167.2 | -144.7 | ||||
Total | 45.4 | 45.4 | 63 | ||||
Acquired indefinite-lived intangible assets | |||||||
Total indefinite-lived intangible assets | 6.9 | 6.9 | 6.9 | 6.9 | |||
Total intangible assets, Gross Value | 219.5 | 219.5 | 214.6 | ||||
Total intangible assets, Net Value | 52.3 | 52.3 | 69.9 | ||||
Consolidated amortization expense related to intangible assets subject to amortization | 8.9 | 9 | 9 | 9.3 | 22.5 | 36.2 | 43.9 |
Customer relationships | |||||||
Acquired finite-lived intangible assets: | |||||||
Gross Value | 99 | 99 | 97.7 | ||||
Accumulated Amortization | -70.6 | -70.6 | -53.7 | ||||
Total | 28.4 | 28.4 | 44 | ||||
Contracts and backlog | |||||||
Acquired finite-lived intangible assets: | |||||||
Gross Value | 82.7 | 82.7 | 80 | ||||
Accumulated Amortization | -80 | -80 | -78.7 | ||||
Total | 2.7 | 2.7 | 1.3 | ||||
Developed technology and technical know-how | |||||||
Acquired finite-lived intangible assets: | |||||||
Gross Value | 23.1 | 23.1 | 22.1 | ||||
Accumulated Amortization | -10.9 | -10.9 | -8.6 | ||||
Total | 12.2 | 12.2 | 13.5 | ||||
Trade names | |||||||
Acquired finite-lived intangible assets: | |||||||
Gross Value | 6 | 6 | 6.1 | ||||
Accumulated Amortization | -5 | -5 | -3.1 | ||||
Total | 1 | 1 | 3 | ||||
Acquired indefinite-lived intangible assets | |||||||
Remaining useful life | 2 years | ||||||
Finite-lived intangible assets impairment charge | 14.6 | ||||||
Favorable operating lease | |||||||
Acquired finite-lived intangible assets: | |||||||
Gross Value | 1.8 | 1.8 | 1.8 | ||||
Accumulated Amortization | -0.7 | -0.7 | -0.6 | ||||
Total | 1.1 | 1.1 | 1.2 | ||||
Public Safety & Security | |||||||
Acquired indefinite-lived intangible assets | |||||||
Finite-lived intangible assets impairment charge | 12.9 | ||||||
Public Safety & Security | Trade names | |||||||
Acquired indefinite-lived intangible assets | |||||||
Finite-lived intangible assets impairment charge | 12.9 | ||||||
Kratos Government Solutions (KGS) | Trade names | |||||||
Acquired indefinite-lived intangible assets | |||||||
Finite-lived intangible assets impairment charge | $1.70 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Intangible Asset Amortization (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Millions, unless otherwise specified | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2015 | $15.60 | |
2016 | 10.9 | |
2017 | 9.4 | |
2018 | 4.3 | |
2019 | 3.5 | |
Thereafter | 1.7 | |
Total | $45.40 | $63 |
Acquisitions_Composite_Enginee
Acquisitions - Composite Engineering, Inc. (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||
In Millions, except Share data, unless otherwise specified | 14-May-12 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jul. 02, 2012 | Jul. 31, 2013 |
Business Acquisition [Line Items] | ||||||||||||||
Gross proceeds from issuance of common stock | $100 | |||||||||||||
Proceeds from the issuance of common stock | 97 | 0 | 0 | 97 | ||||||||||
Revenues | 868 | 950.6 | 969.2 | |||||||||||
Operating income (loss) | 10.7 | 1.2 | 4.7 | 3.3 | 5.4 | 6.1 | 8.9 | 11.4 | 19.9 | 31.8 | -49.7 | |||
Revolving Credit Facility | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Outstanding borrowings | 41 | 41 | ||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Share-based compensation, period for recognition | 2 years 8 months 12 days | |||||||||||||
Composite Engineering, Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | 164.2 | |||||||||||||
Aggregate amount of cash paid | 135 | |||||||||||||
Common stock issued for acquisitions (in shares) | 20,000,000 | 4,000,000 | ||||||||||||
Purchase price (in dollars per share) | $5 | $5.94 | ||||||||||||
Value of common stock exchanged as consideration | 23.8 | |||||||||||||
Working capital adjustment | 1 | |||||||||||||
Consideration transferred, retirement of acquiree's debt | 5.5 | |||||||||||||
Tax deductible goodwill | 136.3 | |||||||||||||
Tax deductible goodwill, deduction realization period | 15 years | |||||||||||||
Gross proceeds from issuance of common stock | 100 | |||||||||||||
Proceeds from the issuance of common stock | 97 | |||||||||||||
Revenues | 68.2 | |||||||||||||
Operating income (loss) | 1.6 | |||||||||||||
Composite Engineering, Inc. | Revolving Credit Facility | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Outstanding borrowings | 40 | |||||||||||||
Composite Engineering, Inc. | Restricted Stock Units (RSUs) | Management | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of shares issued as part of long-term employment agreements | 2,000,000 | |||||||||||||
Fair value of shares issued as part of long-term employment agreements | 11.9 | |||||||||||||
Share-based compensation, period for recognition | 4 years | |||||||||||||
Number of shares unvested and not forfeited | 520,000 | 520,000 | ||||||||||||
Composite Engineering, Inc. | Escrow account | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration, fair value | $10.70 |
Acquisitions_Assets_Acquired_a
Acquisitions - Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jul. 02, 2012 | Dec. 30, 2011 |
In Millions, unless otherwise specified | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $596.40 | $596.40 | $596.40 | ||
Composite Engineering, Inc. | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Cash | 8.9 | ||||
Accounts receivable | 9.3 | ||||
Inventoried costs | 12.3 | ||||
Other current assets | 8.9 | ||||
Property and equipment | 8.1 | ||||
Intangible assets | 38 | ||||
Goodwill | 104.2 | ||||
Total assets | 189.7 | ||||
Current liabilities | -25.7 | ||||
Net assets acquired | 164 | ||||
Critical Infrastructure Business | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Accounts receivable | 23.4 | ||||
Other assets | 0.5 | ||||
Intangible assets | 2 | ||||
Goodwill | 2.6 | ||||
Total assets | 28.5 | ||||
Current liabilities | -9.7 | ||||
Net assets acquired | $18.80 |
Acquisitions_Critical_Infrastr
Acquisitions - Critical Infrastructure Business (Details) (Critical Infrastructure Business, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Dec. 30, 2011 | Dec. 30, 2011 |
Critical Infrastructure Business | ||
Business Acquisition [Line Items] | ||
Consideration transferred | $18.80 | |
Recurring Critical Infrastructure Business revenues, percentage | 15.00% |
Acquisitions_Pro_Forma_Financi
Acquisitions - Pro Forma Financial Information (Details) (USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 30, 2012 |
Business Combinations [Abstract] | |
Pro forma revenues | $1,019.50 |
Pro forma net loss before tax | -132 |
Pro forma net loss | -130.4 |
Net loss attributable to the registrant | ($112.90) |
Basic and diluted pro forma loss per share (in dollars per share) | ($2.31) |
Acquisitions_Pro_Forma_Financi1
Acquisitions - Pro Forma Financial Information, Nonrecurring Adjustments (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 30, 2012 |
Intangible amortization | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Net income (loss) adjustment, pro forma | $16.20 |
Net change in stock compensation expense | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Net income (loss) adjustment, pro forma | $2.20 |
Increase in weighted average common shares outstanding for shares issued and not already included in the weighted average common shares outstanding | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Weighted average number of basic shares outstanding adjustment, pro forma | 9.6 |
Balance_Sheet_Details_Accounts
Balance Sheet Details - Accounts Receivable and Inventory (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
In Millions, unless otherwise specified | ||||
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $34.70 | $55.70 | $49 | $69.60 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total current accounts receivable | 250.2 | 268.1 | ||
Allowance for doubtful accounts | -2 | -2.3 | ||
Total current accounts receivable, net | 248.2 | 265.8 | ||
Total accounts receivable, net | 248.2 | 265.9 | ||
Retainages receivable | 6.1 | 6.2 | ||
Inventory, Net of Allowances, Customer Advances and Progress Billings [Abstract] | ||||
Raw materials | 39.8 | 44.5 | ||
Work in process | 22.3 | 24.3 | ||
Finished goods | 4.7 | 4.6 | ||
Supplies and other | 2.1 | 1.9 | ||
Subtotal inventoried costs | 68.9 | 75.3 | ||
Less customer advances and progress payments | -0.9 | -0.7 | ||
Total inventoried costs | 68 | 74.6 | ||
Billed | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total current accounts receivable | 133.6 | 150.2 | ||
Unbilled | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total current accounts receivable | 116.6 | 117.9 | ||
Unbilled, long-term (included in other assets) | 0 | 0.1 | ||
U.S. Government | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable, net | 40.3 | 51.4 | ||
U.S. Government | Billed | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable, net | 19.1 | 19.8 | ||
U.S. Government | Unbilled | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable, net | $21.20 | $31.60 |
Balance_Sheet_Details_Property
Balance Sheet Details - Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $143.30 | $134.90 | |
Accumulated depreciation and amortization | -60.7 | -50.1 | |
Total property and equipment, net | 82.6 | 84.8 | |
Depreciation expense | 16.6 | 17.2 | 14.1 |
Land and buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 21.8 | 21 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 27 | 20 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 59.8 | 59 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 12.9 | 15.4 | |
Facility under capital lease | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 0 | 1 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 13.8 | 13.7 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $8 | $4.80 |
Debt_Issuance_of_700_Senior_Se
Debt - Issuance of 7.00% Senior Secured Notes due 2019 (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Sep. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | 14-May-14 | 31-May-14 | 4-May-12 | Sep. 17, 2014 | |
Debt Instrument [Line Items] | ||||||||
Principal | ($669,800,000) | ($629,800,000) | ||||||
Proceeds from the issuance of long-term debt, net of issuance costs | 618,500,000 | 0 | 0 | |||||
Original issue discount | 5,800,000 | |||||||
Unamortized premium | 0 | 14,500,000 | ||||||
Loss on extinguishment of debt | 39,100,000 | 39,100,000 | 0 | 0 | ||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | 41,000,000 | |||||||
Maximum borrowing capacity | 110,000,000 | 110,000,000 | ||||||
Fixed charge coverage ratio | 1.15 | |||||||
Senior notes | 7% Senior Notes due 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate percentage | 7.00% | 7.00% | 7.00% | |||||
Principal | -625,000,000 | -625,000,000 | ||||||
Proceeds from the issuance of long-term debt, net of issuance costs | 618,500,000 | |||||||
Original issue discount | 6,500,000 | |||||||
Debt Issuance Cost | 8,700,000 | |||||||
Fixed charge coverage ratio | 2 | |||||||
Senior notes | 7% Senior Notes due 2019 | Between 5/15/2016 and 5/15/2017 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption amount as percentage of aggregate principle amount | 105.25% | |||||||
Senior notes | 7% Senior Notes due 2019 | Between 5/15/2017 and 5/15/2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption amount as percentage of aggregate principle amount | 102.63% | |||||||
Senior notes | 7% Senior Notes due 2019 | After 5/15/2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption amount as percentage of aggregate principle amount | 100.00% | |||||||
Senior notes | 7% Senior Notes due 2019 | Before 5/15/2016 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption amount as percentage of aggregate principle amount | 107.00% | |||||||
Redemption amount as percentage of available aggregate principle amount | 35.00% | |||||||
Redemption price as percentage of aggregate principal amount | 100.00% | |||||||
Senior notes | 7% Senior Notes due 2019 | One Time Before 5/15/2016 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption amount as percentage of aggregate principle amount | 10.00% | |||||||
Redemption price as percentage of aggregate principal amount | 103.00% | |||||||
Senior notes | 10% Senior Notes due June 2017 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate percentage | 10.00% | |||||||
Principal | -625,000,000 | |||||||
Reacquisition price | 661,500,000 | |||||||
Early Termination Fee | 31,200,000 | |||||||
Write off of unamortized issue costs | 15,500,000 | |||||||
Unamortized premium | 12,900,000 | |||||||
Interest accrued in escrow | 5,300,000 | |||||||
Loss on extinguishment of debt | $39,100,000 |
Debt_1100_million_Credit_Facil
Debt - $110.0 million Credit Facility (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
14-May-14 | Dec. 28, 2014 | 4-May-12 | |
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $50,000,000 | ||
Outstanding borrowings | 13,600,000 | ||
Swing Line Loan | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 110,000,000 | 110,000,000 | |
Maturity period | 5 years | ||
Potential Maximum Borrowing Capacity, Subject to Lender Approval | 135,000,000 | ||
Fixed charge coverage ratio | 1.15 | ||
Outstanding borrowings | 41,000,000 | ||
Remaining borrowing capacity | 45,100,000 | ||
Revolving Credit Facility | Federal Funds Rate | |||
Line of Credit Facility [Line Items] | |||
Base rate (the greater of prime rate or 0.5% over federal funds rate) | 0.50% | ||
Revolving Credit Facility | LIBOR Rate | |||
Line of Credit Facility [Line Items] | |||
Base rate (floor, 1.0% over one-month LIBOR) | 1.00% | ||
Revolving Credit Facility | Base Rate | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
Revolving Credit Facility | Base Rate | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Revolving Credit Facility | Eurodollar Rate | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
Revolving Credit Facility | Eurodollar Rate | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 3.00% |
Debt_Debt_Acquired_in_Acquisit
Debt - Debt Acquired in Acquisition (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Sep. 16, 2008 | Dec. 28, 2014 | Dec. 29, 2013 |
Debt Instrument [Line Items] | |||
Carrying Amount | $664 | $644.30 | |
10-year term loan | |||
Debt Instrument [Line Items] | |||
Maturity period | 10 years | ||
Carrying Amount | 3.8 | ||
Quarterly installment payment - principal | $0.30 | ||
Basis spread on variable rate | 1.50% |
Debt_Fair_Value_and_Future_Mat
Debt - Fair Value and Future Maturities of Long-Term Debt (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Debt Disclosure [Abstract] | ||
Original issue discount | $5,800,000 | |
Principal | 669,800,000 | 629,800,000 |
Carrying Amount | 664,000,000 | 644,300,000 |
Fair Value | 577,100,000 | 679,700,000 |
Maturities of Long-term Debt [Abstract] | ||
Maturities of long-term debt in 2015 | 1,000,000 | |
Maturities of long-term debt in 2016 | 1,000,000 | |
Maturities of long-term debt in 2017 | 1,000,000 | |
Maturities of long-term debt in 2018 | 800,000 | |
Maturities of long-term debt in 2019 | $666,000,000 |
Lease_Commitments_Details
Lease Commitments (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Leases [Abstract] | |||
Sublease income on operating leases | $4.50 | ||
Capital Leases | |||
2015 | 0.1 | ||
2016 | 0 | ||
2017 | 0 | ||
2018 | 0 | ||
2019 | 0 | ||
Thereafter | 0 | ||
Total future minimum lease payments | 0.1 | ||
Less amount representing interest | 0 | ||
Present value of capital lease obligations | 0.1 | ||
Less current portion | 0.1 | 0.3 | |
Capital lease obligations, net of current portion | 0 | 0.1 | |
Operating Leases | |||
2015 | 20.2 | ||
2016 | 17.2 | ||
2017 | 15.1 | ||
2018 | 12.7 | ||
2019 | 10.5 | ||
Thereafter | 9.1 | ||
Total future minimum lease payments | 84.8 | ||
Capital Leased Assets [Line Items] | |||
Property under capital leases by major class, gross | 0.4 | 1.9 | |
Less: Accumulated amortization | 0.4 | 1.7 | |
Property under capital leases by major class, net | 0 | 0.2 | |
Amortization expense related to capital leases | 0.2 | 0.2 | 0.1 |
Gross rent expense under operating leases | 25.1 | 20.9 | 21.1 |
Sublease income | 3.3 | 2.3 | 2.7 |
Accrual for Unused Facilities [Roll Forward] | |||
Accrual for excess facilities - beginning balance | 12.4 | 18.7 | |
Adjustment of excess facility accrual | 0.2 | -4.7 | |
Cash payments | -1.3 | -1.6 | |
Accrual for excess facilities - ending balance | 11.3 | 12.4 | 18.7 |
Deferred rent | 5.3 | 3.2 | 1.3 |
Facilities | |||
Capital Leased Assets [Line Items] | |||
Property under capital leases by major class, gross | 0 | 1 | |
Vehicles | |||
Capital Leased Assets [Line Items] | |||
Property under capital leases by major class, gross | 0.3 | 0.5 | |
Office equipment | |||
Capital Leased Assets [Line Items] | |||
Property under capital leases by major class, gross | $0.10 | $0.40 |
Net_Loss_Per_Common_Share_Anti
Net Loss Per Common Share - Antidilutive Securities (Details) (Shares from stock options and awards) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Shares from stock options and awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 0.9 | 2.6 | 3.6 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||||||||||
Domestic | ($84) | ($39.40) | ($120.30) | ||||||||
Foreign | 11.1 | 7.5 | 5.8 | ||||||||
Loss from continuing operations before income taxes | -72.9 | -31.9 | -114.5 | ||||||||
Federal income taxes: | |||||||||||
Current | 0 | -1.7 | 0 | ||||||||
Deferred | 3.3 | 0.3 | -3.5 | ||||||||
Total Federal | 3.3 | -1.4 | -3.5 | ||||||||
State and local income taxes | |||||||||||
Current | 1.6 | 2 | 0.8 | ||||||||
Deferred | -1.7 | -0.7 | 0.4 | ||||||||
Total State and local | -0.1 | 1.3 | 1.2 | ||||||||
Foreign income taxes: | |||||||||||
Current | 1.2 | 0.1 | 0.1 | ||||||||
Deferred | 0.7 | 0 | 0.6 | ||||||||
Total Foreign | 1.9 | 0.1 | 0.7 | ||||||||
Total | $1.40 | ($0.20) | $1.60 | $2.30 | ($2.90) | $0.20 | ($0.10) | $2.80 | $5.10 | $0 | ($1.60) |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Tax Provision (Details) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||||||||||
Income tax expense (benefit) at federal statutory rate | ($25.50) | ($11.10) | ($40.10) | ||||||||
State taxes, net of federal tax benefit and valuation allowance | 0.8 | 1.8 | 0.7 | ||||||||
Difference in tax rates between U.S. and foreign | -2 | -2.6 | -1.5 | ||||||||
Nondeductible expense | 2.5 | 0.7 | 0.3 | ||||||||
Increase (decrease) in reserve for uncertain tax positions | 0.8 | -1.4 | 0.1 | ||||||||
Transaction costs | 0 | 0 | 0.1 | ||||||||
Changes to indefinite life items and separate state deferred taxes | 1.6 | -0.4 | -3 | ||||||||
Goodwill impairment | 0 | 0 | 27.6 | ||||||||
Total | 1.4 | -0.2 | 1.6 | 2.3 | -2.9 | 0.2 | -0.1 | 2.8 | 5.1 | 0 | -1.6 |
Federal | |||||||||||
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||||||||||
Increase in federal valuation allowance | $26.90 | $13 | $14.20 |
Income_Taxes_Deferred_Taxes_De
Income Taxes - Deferred Taxes (Details) (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Millions, unless otherwise specified | ||
Deferred tax assets: | ||
Allowance for doubtful accounts | $0.60 | $0.70 |
Sundry accruals | 2.3 | 2.8 |
Vacation accrual | 5.1 | 5.2 |
Stock-based compensation | 5.4 | 6.1 |
Payroll related accruals | 4.6 | 3.3 |
Lease accruals | 8.4 | 9.1 |
Investments | 2 | 1.9 |
Net operating loss carryforwards | 144.3 | 118.2 |
Tax credit carryforwards | 6.5 | 5.1 |
Deferred revenue | 2.4 | 2.4 |
Reserves and other | 9.3 | 10.2 |
Gross deferred tax assets | 190.9 | 165 |
Valuation allowance | -154 | -123.1 |
Total deferred tax assets, net of valuation allowance | 36.9 | 41.9 |
Deferred tax liabilities: | ||
Unearned revenue | -35.8 | -35.8 |
Other intangibles | -2.7 | -4.7 |
Property and equipment, principally due to differences in depreciation | -6.5 | -7.7 |
Other | -1.3 | -0.9 |
Total deferred tax liabilities | -46.3 | -49.1 |
Net deferred tax asset (liability) | ($9.40) | ($7.20) |
Income_Taxes_Unrecognized_Tax_
Income Taxes - Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at the beginning of period | $15.80 | $13.40 | $10.10 |
Increases related to prior periods (acquired entities) | 0 | 3.3 | 3.7 |
Increases related to current year tax positions | 0.8 | 1.7 | 0 |
Expiration of applicable statutes of limitations | -0.2 | -2.6 | -0.1 |
Settlements with taxing authorities | 0 | 0 | -0.3 |
Balance at the end of period | $16.40 | $15.80 | $13.40 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
Net increase in valuation allowance | $30,900,000 | ||
Operating Loss Carryforwards [Line Items] | |||
Federal annual utilization of NOL carryforwards limit, next five years | 27,000,000 | ||
Threshold period for change in allowed annual amount of NOL to be recognized | 5 years | ||
Federal annual utilization of NOL carryforwards limit, after year five | 11,600,000 | ||
Unrecognized deferred income taxes or foreign withholding taxes | 18,100,000 | ||
Unrecognized deferred income taxes or foreign withholding taxes, cash and cash equivalents available for distribution | 10,900,000 | ||
Unrecognized tax benefits that if recognized would affect effective tax rate | 16,400,000 | ||
Amount that would become a deferred tax asset included in unrecognized tax benefits that would impact the effective tax rate | 14,500,000 | ||
Income tax penalties and interest expense | 200,000 | 200,000 | 400,000 |
Benefit for income tax penalties and interest related to reversal of prior positions | 100,000 | 200,000 | 100,000 |
Total interest and penalties accrued | 800,000 | 700,000 | 700,000 |
Unrecognized tax benefits that will expire within the next 12 months | 0 | ||
Share-based compensation cost | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 14,400,000 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 391,500,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $285,000,000 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||
Nov. 02, 2014 | Apr. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jun. 24, 2012 | |
buyer | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Goodwill impairment charge associated with discontinued operations | $0 | ||||||
Number of buyers of divested business | 2 | ||||||
Total cash and assumptions of liabilities for divested operations | 800,000 | ||||||
Cash consideration received from divestiture | 500,000 | 300,000 | |||||
Impairment charge related to management's estimate of the fair value of the business | 1,200,000 | ||||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||||
Revenue | 0 | 3,700,000 | 18,500,000 | ||||
Loss before taxes | 0 | -5,300,000 | -1,800,000 | ||||
Benefit for income taxes | 0 | 0 | -300,000 | ||||
Net loss | 0 | -5,300,000 | -1,500,000 | ||||
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | |||||||
Accrued expenses and accounts payable | 700,000 | 1,100,000 | |||||
Other current liabilities | 500,000 | 1,400,000 | |||||
Current liabilities of discontinued operations | 1,200,000 | 2,500,000 | |||||
Other long-term liabilities of discontinued operations | 0 | 200,000 | |||||
Discontinued operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Goodwill impairment charge associated with discontinued operations | $1,500,000 |
Stockholders_Equity_Common_and
Stockholders' Equity - Common and Preferred Stock (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | 14-May-12 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Class of Stock [Line Items] | ||||
Common stock issued for cash (in shares) | 20 | |||
Gross proceeds from issuance of common stock | $100 | |||
Proceeds from the issuance of common stock | $97 | $0 | $0 | $97 |
Common stock | ||||
Class of Stock [Line Items] | ||||
Purchase price (in dollars per share) | $5 |
Stockholders_Equity_Stock_Opti
Stockholders' Equity - Stock Option Plans and Restricted Stock Units Plans (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Mar. 28, 2014 | Mar. 27, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards granted | 0 | 10,000 | ||||
Number of shares available for issuance | 1,550,000 | 2,306,256 | ||||
Total number of awards outstanding | 5,511,322 | |||||
Total unrecognized stock-based compensation expense related to nonvested options | $1.50 | $1.50 | ||||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based incentive award vesting period | 5 years | |||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based incentive award vesting period | 10 years | |||||
Stock Options and Restricted Stock Units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based incentive award vesting period | 10 years | |||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 3 months 18 days | |||||
Stock options | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based incentive award vesting period | 6 years | |||||
Award term or expiration period | 10 years | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense, period for recognition | 2 years 8 months 12 days | |||||
Total unrecognized stock-based compensation expense related to nonvested restricted stock units | 8.1 | 8.1 | ||||
Fair value of vested awards | $1.40 | $1.70 | $1.90 | |||
2014 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for issuance | 3,208,000 | 3,208,000 | ||||
Total number of awards outstanding | 5,511,322 |
Stockholders_Equity_Stock_Opti1
Stockholders' Equity - Stock Option Valuation Assumptions (Details) (Stock options) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected life | 10 years 0 months | 10 years 0 months | |
Risk-free interest rate, lower range | 2.40% | 1.10% | 1.60% |
Risk-free interest rate, upper range | 2.70% | 2.90% | 2.30% |
Volatility, lower range | 54.50% | 56.80% | 59.00% |
Volatility, upper range | 56.10% | 61.20% | 59.70% |
Forfeiture rate | 10.00% | 16.30% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected life | 6 years 3 months | ||
Forfeiture rate | 2.50% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected life | 10 years | ||
Forfeiture rate | 15.20% |
Stockholders_Equity_Stock_Opti2
Stockholders' Equity - Stock Options Roll Forward (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Dec. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding at beginning of period, Number of Options (in shares) | 1,721,000 | ||
Granted, Number of Options (in shares) | 0 | 10,000 | |
Exercised, Number of Options (in shares) | -45,000 | ||
Forfeited or expired, Number of Options (in shares) | -188,000 | ||
Options outstanding at end of period, Number of Options (in shares) | 1,498,000 | 1,498,000 | 1,721,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Options outstanding at beginning of period, Weighted-Average Exercise Price per Share (in dollars per share) | $13.16 | ||
Granted, Weighted-Average Exercise Price per Share (in dollars per share) | $6.62 | ||
Exercised, Weighted-Average Exercise Price per Share (in dollars per share) | $3.87 | ||
Forfeited or expired, Weighted-Average Exercise Price per Share (in dollars per share) | $35.19 | ||
Options outstanding at end of period, Weighted-Average Exercise Price per Share (in dollars per share) | $11.06 | $11.06 | $13.16 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, Weighted Average Remaining Contractual Term | 5 years 7 months 6 days | 5 years 9 months 18 days | |
Options outstanding, Aggregate Intrinsic Value | $108,370 | $108,370 | $2,179,000 |
Options exercisable, Number of Options (in shares) | 649,000 | 649,000 | |
Options exercisable, Weighted-Average Exercise Price per Share (in dollars per share) | $18.94 | $18.94 | |
Options exercisable, Weighted-Average Remaining Contractual Term | 2 years 4 months 24 days | ||
Options exercisable, Aggregate Intrinsic Value | $8,950 | $8,950 |
Stockholders_Equity_Grants_and
Stockholders' Equity - Grants and Exercises Under Option Plans (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Weighted average grant date fair value of options granted (in dollars per share) | $4.40 | $2.86 | $3.56 |
Total intrinsic value of options exercised | $171 | $0 | $0 |
Stockholders_Equity_Restricted
Stockholders' Equity - Restricted Stock Unit Activity (Details) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested balance at beginning of period (in shares) | 3,345 |
Grants (in shares) | 555 |
Vested (in shares) | -126 |
Forfeitures (in shares) | -1,564 |
Vested but not released (in shares) | -2 |
Nonvested balance at end of period (in shares) | 2,208 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Nonvested balance at beginning of period, Weighted-Average Grant Date Fair Value (in dollars per share) | $7.26 |
Grants, Weighted-Average Grant Date Fair Value (in dollars per share) | $7.90 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $10.93 |
Forfeitures, Weighted-Average Grant Date Fair Value (in dollars per share) | $6.10 |
Vested but not released, Weighted-Average Grant Date Fair Value (in dollars per share) | $12.19 |
Nonvested balance at end of period, Weighted-Average Grant Date Fair Value (in dollars per share) | $8.03 |
Stockholders_Equity_Employee_S
Stockholders' Equity - Employee Stock Purchase Plan (Details) (USD $) | 12 Months Ended | ||||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Mar. 28, 2014 | Mar. 27, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for future issuance | 1,550,000 | 2,306,256 | |||
Number of shares issued under the plan | 632,000 | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized | 3,700,000 | ||||
Minimum weekly employment threshold to qualify for ESPP | 20 hours | ||||
Minimum annual employment threshold to qualify for ESPP | 5 months | ||||
Maximum percentage of employee compensation eligible to purchase shares under ESPP | 15.00% | ||||
Purchase price of common stock as a percent of fair market value | 85.00% | ||||
Cumulative number of shares issued under ESPP | 2,400,000 | ||||
Number of shares available for future issuance | 1,300,000 | ||||
Average share price of shares issued under the plan | 6.14 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||
Expected life | 6 months | 6 months | 6 months | ||
Risk-free interest rate, lower range | 0.07% | 0.10% | 0.06% | ||
Risk-free interest rate, upper range | 0.10% | 0.11% | 0.16% | ||
Expected volatility, lower range | 40.14% | 36.95% | 49.70% | ||
Expected volatility, upper range | 40.23% | 43.70% | 65.73% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Weighted average grant-date fair value per share (in dollars per share) | 2.09 | $1.50 | $1.93 |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Company's contributions to defined-contribution plans | $5.90 | $6 | $5.10 |
Significant_Customers_Details
Significant Customers (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Revenue, Major Customer [Line Items] | |||
Sales to the U.S. Government - amount | $868 | $950.60 | $969.20 |
Kratos Government Solutions | |||
Revenue, Major Customer [Line Items] | |||
Sales to the U.S. Government - amount | 590.1 | 619.3 | 690.9 |
U.S. Government | Kratos Government Solutions | |||
Revenue, Major Customer [Line Items] | |||
Sales to the U.S. Government - amount | $514.60 | $606.70 | $627.80 |
Sales to the U.S. Government - percentage of total revenue | 59.00% | 64.00% | 65.00% |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Segment | Segment | Segment | |||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | 3 | 3 | 2 | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||||||||
Service revenues | $390.80 | $443.60 | $450 | ||||||||
Product sales | 477.2 | 507 | 519.2 | ||||||||
Revenue from foreign subsidiaries | 868 | 950.6 | 969.2 | ||||||||
Depreciation and amortization | 39.1 | 53.4 | 58 | ||||||||
Total operating income (loss) from continuing operations | 10.7 | 1.2 | 4.7 | 3.3 | 5.4 | 6.1 | 8.9 | 11.4 | 19.9 | 31.8 | -49.7 |
Revenue from foreign subsidiaries, percentage | 13.00% | 11.00% | 12.00% | ||||||||
Impairment of goodwill and intangible assets | 0 | 0 | 96.6 | ||||||||
Merger and acquisition expenses (benefits) | 0.2 | -3.8 | -2.7 | ||||||||
Total assets | 1,138.80 | 1,216.60 | 1,138.80 | 1,216.60 | |||||||
Unmanned Systems | |||||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||||||||
Service revenues | 0 | 0 | 0 | ||||||||
Product sales | 81.5 | 121.6 | 92.3 | ||||||||
Revenue from foreign subsidiaries | 81.5 | 121.6 | 92.3 | ||||||||
Depreciation and amortization | 7.3 | 20.3 | 9 | ||||||||
Total operating income (loss) from continuing operations | -9.6 | -16.9 | 3.5 | ||||||||
Total assets | 173.2 | 178.1 | 173.2 | 178.1 | |||||||
Operating loss related to retrofits | 3.1 | 7.6 | |||||||||
Kratos Government Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | 2 | ||||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||||||||
Service revenues | 207.4 | 233.9 | 264 | ||||||||
Product sales | 382.7 | 385.4 | 426.9 | ||||||||
Revenue from foreign subsidiaries | 590.1 | 619.3 | 690.9 | ||||||||
Depreciation and amortization | 29.8 | 29.6 | 45.5 | ||||||||
Total operating income (loss) from continuing operations | 38.5 | 43.3 | -45 | ||||||||
Impairment of goodwill and intangible assets | 83.7 | ||||||||||
Total assets | 802.6 | 847.5 | 802.6 | 847.5 | |||||||
Assets of foreign subsidiaries | 98.2 | 95.9 | 98.2 | 95.9 | |||||||
Public Safety & Security | |||||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||||||||
Service revenues | 183.4 | 209.7 | 186 | ||||||||
Product sales | 13 | 0 | 0 | ||||||||
Revenue from foreign subsidiaries | 196.4 | 209.7 | 186 | ||||||||
Depreciation and amortization | 2 | 3.5 | 3.5 | ||||||||
Total operating income (loss) from continuing operations | -4.4 | 8.3 | -2.5 | ||||||||
Intangible assets impairment charge | 12.9 | ||||||||||
Total assets | 100.2 | 122.6 | 100.2 | 122.6 | |||||||
Corporate activities | |||||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||||||||
Total operating income (loss) from continuing operations | -4.6 | -2.9 | -5.7 | ||||||||
Merger and acquisition expenses (benefits) | -2 | -2.7 | |||||||||
Settlement with one of the Company's D&O insurance carriers | 3.1 | ||||||||||
Total assets | 62.8 | 68.4 | 62.8 | 68.4 | |||||||
Non-US | |||||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||||||||
Revenue from foreign subsidiaries | $113.50 | $100.90 | $116.20 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Warranty (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance, at beginning of the period | $5.40 | $5.20 |
Costs accrued and revenues deferred | 0.4 | 1.2 |
Adjustments to preexisting warranties | -0.4 | -0.9 |
Settlements made (in cash or kind) and revenues recognized | -0.1 | -0.1 |
Balance, at end of period | 5.3 | 5.4 |
Less: Non-Current portion | 0.4 | 0.3 |
Current warranty liability | $4.90 | $5.10 |
Minimum | ||
Warranty Coverage Period [Line Items] | ||
Warranty coverage period | 1 year | |
Maximum | ||
Warranty Coverage Period [Line Items] | ||
Warranty coverage period | 10 years | |
Product Warranties | Minimum | ||
Warranty Coverage Period [Line Items] | ||
Warranty coverage period | 1 year | |
Product Warranties | Maximum | ||
Warranty Coverage Period [Line Items] | ||
Warranty coverage period | 10 years |
Commitments_and_Contingencies_2
Commitments and Contingencies - Self-Insured Health and Workers' Compensation Plans (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
claim | claim | claim | |
Self-insured health plan | |||
Loss Contingencies [Line Items] | |||
Accrual for self-insurance programs | $100,000 | $200,000 | |
Number of claims that exceeded annual coverage limits | 0 | 0 | 0 |
Self-insured health plan | Minimum | |||
Loss Contingencies [Line Items] | |||
Annual coverage limit | 50,000 | ||
Self-insured health plan | Maximum | |||
Loss Contingencies [Line Items] | |||
Annual coverage limit | 85,000 | ||
Self-insured workers' compensation plan | |||
Loss Contingencies [Line Items] | |||
Accrual for self-insurance programs | 300,000 | 200,000 | |
Number of claims that exceeded annual coverage limits | 0 | 0 | 0 |
Self-insured workers' compensation plan | Minimum | |||
Loss Contingencies [Line Items] | |||
Annual coverage limit | 250,000 | ||
Self-insured workers' compensation plan | Maximum | |||
Loss Contingencies [Line Items] | |||
Annual coverage limit | $350,000 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | 31-May-14 | Sep. 17, 2014 | 14-May-14 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Revenues | $221,500,000 | $217,100,000 | $229,300,000 | $200,100,000 | $235,700,000 | $226,400,000 | $235,200,000 | $253,300,000 | $868,000,000 | $950,600,000 | $969,200,000 | |||
Gross profit | 56,200,000 | 53,000,000 | 56,400,000 | 52,600,000 | 61,500,000 | 52,300,000 | 60,400,000 | 65,800,000 | 218,200,000 | 240,000,000 | 257,200,000 | |||
Total operating income (loss) from continuing operations | 10,700,000 | 1,200,000 | 4,700,000 | 3,300,000 | 5,400,000 | 6,100,000 | 8,900,000 | 11,400,000 | 19,900,000 | 31,800,000 | -49,700,000 | |||
Provision (benefit) for income taxes from continuing operations | 1,400,000 | -200,000 | 1,600,000 | 2,300,000 | -2,900,000 | 200,000 | -100,000 | 2,800,000 | 5,100,000 | 0 | -1,600,000 | |||
Net loss | -2,200,000 | -10,900,000 | -49,900,000 | -15,000,000 | -7,400,000 | -9,900,000 | -9,600,000 | -10,300,000 | -78,000,000 | -37,200,000 | -114,400,000 | |||
Basic and diluted loss per common share: | ||||||||||||||
Basic and diluted (in dollars per share) | ($0.04) | ($0.19) | ($0.87) | ($0.26) | ($0.12) | ($0.17) | ($0.17) | ($0.18) | ($1.35) | ($0.65) | ($2.44) | |||
Quarterly Financial Data | ||||||||||||||
Change in accrual for excess facilities | 4,700,000 | 200,000 | -4,700,000 | 1,800,000 | ||||||||||
Expense related to workforce reductions | 2,000,000 | |||||||||||||
Amortization of purchased intangibles | 8,900,000 | 9,000,000 | 9,000,000 | 9,300,000 | 22,500,000 | 36,200,000 | 43,900,000 | |||||||
Statement [Line Items] | ||||||||||||||
Loss on extinguishment of debt | 39,100,000 | 39,100,000 | 0 | 0 | ||||||||||
Principal | 669,800,000 | 629,800,000 | 669,800,000 | 629,800,000 | ||||||||||
Senior notes | 10% Senior Notes due June 2017 | ||||||||||||||
Statement [Line Items] | ||||||||||||||
Loss on extinguishment of debt | 39,100,000 | |||||||||||||
Principal | 625,000,000 | |||||||||||||
Stated interest rate percentage | 10.00% | |||||||||||||
Senior notes | 7% Senior Notes due 2019 | ||||||||||||||
Statement [Line Items] | ||||||||||||||
Principal | $625,000,000 | $625,000,000 | $625,000,000 | |||||||||||
Stated interest rate percentage | 7.00% | 7.00% | 7.00% | 7.00% |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Statements - Balance Sheet (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | 31-May-14 |
Condensed Financial Statements, Captions [Line Items] | |||||
Principal | $669,800,000 | $629,800,000 | |||
Ownership percentage | 100.00% | ||||
Current assets: | |||||
Cash and cash equivalents | 34,700,000 | 55,700,000 | 49,000,000 | 69,600,000 | |
Accounts receivable, net | 248,200,000 | 265,800,000 | |||
Amounts due from affiliated companies | 0 | 0 | |||
Inventoried costs | 68,000,000 | 74,600,000 | |||
Other current assets | 24,000,000 | 34,200,000 | |||
Total current assets | 374,900,000 | 430,300,000 | |||
Property, plant and equipment, net | 82,600,000 | 84,800,000 | |||
Goodwill | 596,400,000 | 596,400,000 | 596,400,000 | ||
Intangible assets, net | 52,300,000 | 69,900,000 | |||
Investment in subsidiaries | 0 | 0 | |||
Amounts due from affiliated companies, long-term | 0 | 0 | |||
Other assets | 32,600,000 | 35,200,000 | |||
Total assets | 1,138,800,000 | 1,216,600,000 | |||
Current liabilities: | |||||
Accounts payable | 48,400,000 | 61,900,000 | |||
Accrued expenses | 39,800,000 | 51,400,000 | |||
Accrued compensation | 46,400,000 | 44,900,000 | |||
Billings in excess of costs and earnings on uncompleted contracts | 52,100,000 | 52,500,000 | |||
Deferred income tax liability | 30,300,000 | 28,400,000 | |||
Amounts due to affiliated companies | 0 | 0 | |||
Other current liabilities | 9,100,000 | 11,900,000 | |||
Total current liabilities | 226,100,000 | 251,000,000 | |||
Long-term debt, net of current portion | 663,000,000 | 643,300,000 | |||
Amounts due to affiliated companies | 0 | 0 | |||
Other long-term liabilities | 25,400,000 | 26,500,000 | |||
Total liabilities | 914,500,000 | 920,800,000 | |||
Total stockholders' equity | 224,300,000 | 295,800,000 | 324,100,000 | 312,600,000 | |
Total liabilities and stockholders’ equity | 1,138,800,000 | 1,216,600,000 | |||
Parent Company | |||||
Current assets: | |||||
Cash and cash equivalents | 28,700,000 | 42,700,000 | |||
Accounts receivable, net | 0 | 0 | |||
Amounts due from affiliated companies | 341,900,000 | 410,200,000 | |||
Inventoried costs | 0 | 0 | |||
Other current assets | 4,400,000 | 10,700,000 | |||
Total current assets | 375,000,000 | 463,600,000 | |||
Property, plant and equipment, net | 2,000,000 | 2,100,000 | |||
Goodwill | 0 | 0 | |||
Intangible assets, net | 0 | 0 | |||
Investment in subsidiaries | 498,300,000 | 474,200,000 | |||
Amounts due from affiliated companies, long-term | 0 | 0 | |||
Other assets | 27,800,000 | 12,900,000 | |||
Total assets | 903,100,000 | 952,800,000 | |||
Current liabilities: | |||||
Accounts payable | 3,100,000 | 2,800,000 | |||
Accrued expenses | 6,300,000 | 6,600,000 | |||
Accrued compensation | 5,200,000 | 4,000,000 | |||
Billings in excess of costs and earnings on uncompleted contracts | 0 | 0 | |||
Deferred income tax liability | 0 | 0 | |||
Amounts due to affiliated companies | 0 | 0 | |||
Other current liabilities | 1,000,000 | 1,300,000 | |||
Total current liabilities | 15,600,000 | 14,700,000 | |||
Long-term debt, net of current portion | 660,200,000 | 639,500,000 | |||
Amounts due to affiliated companies | 0 | 0 | |||
Other long-term liabilities | 3,000,000 | 2,800,000 | |||
Total liabilities | 678,800,000 | 657,000,000 | |||
Total stockholders' equity | 224,300,000 | 295,800,000 | |||
Total liabilities and stockholders’ equity | 903,100,000 | 952,800,000 | |||
Guarantors on a Combined Basis | |||||
Current assets: | |||||
Cash and cash equivalents | -6,000,000 | -3,000,000 | |||
Accounts receivable, net | 217,700,000 | 238,600,000 | |||
Amounts due from affiliated companies | 0 | 0 | |||
Inventoried costs | 49,900,000 | 59,100,000 | |||
Other current assets | 16,300,000 | 19,400,000 | |||
Total current assets | 277,900,000 | 314,100,000 | |||
Property, plant and equipment, net | 70,600,000 | 71,900,000 | |||
Goodwill | 572,400,000 | 574,800,000 | |||
Intangible assets, net | 52,200,000 | 68,500,000 | |||
Investment in subsidiaries | 48,300,000 | 36,700,000 | |||
Amounts due from affiliated companies, long-term | 3,200,000 | 24,000,000 | |||
Other assets | 4,600,000 | 23,000,000 | |||
Total assets | 1,029,200,000 | 1,113,000,000 | |||
Current liabilities: | |||||
Accounts payable | 40,400,000 | 54,100,000 | |||
Accrued expenses | 30,200,000 | 40,900,000 | |||
Accrued compensation | 37,700,000 | 36,900,000 | |||
Billings in excess of costs and earnings on uncompleted contracts | 47,000,000 | 45,400,000 | |||
Deferred income tax liability | 30,300,000 | 28,400,000 | |||
Amounts due to affiliated companies | 306,600,000 | 390,200,000 | |||
Other current liabilities | 6,500,000 | 9,500,000 | |||
Total current liabilities | 498,700,000 | 605,400,000 | |||
Long-term debt, net of current portion | 0 | 0 | |||
Amounts due to affiliated companies | 0 | 0 | |||
Other long-term liabilities | 20,200,000 | 21,400,000 | |||
Total liabilities | 518,900,000 | 626,800,000 | |||
Total stockholders' equity | 510,300,000 | 486,200,000 | |||
Total liabilities and stockholders’ equity | 1,029,200,000 | 1,113,000,000 | |||
Non-Guarantors on a Combined Basis | |||||
Current assets: | |||||
Cash and cash equivalents | 12,000,000 | 16,000,000 | |||
Accounts receivable, net | 30,500,000 | 27,200,000 | |||
Amounts due from affiliated companies | 0 | 0 | |||
Inventoried costs | 18,100,000 | 15,500,000 | |||
Other current assets | 3,300,000 | 4,100,000 | |||
Total current assets | 63,900,000 | 62,800,000 | |||
Property, plant and equipment, net | 10,000,000 | 10,800,000 | |||
Goodwill | 24,000,000 | 21,600,000 | |||
Intangible assets, net | 100,000 | 1,400,000 | |||
Investment in subsidiaries | 0 | 0 | |||
Amounts due from affiliated companies, long-term | 0 | 0 | |||
Other assets | 200,000 | -700,000 | |||
Total assets | 98,200,000 | 95,900,000 | |||
Current liabilities: | |||||
Accounts payable | 4,900,000 | 5,000,000 | |||
Accrued expenses | 3,300,000 | 3,900,000 | |||
Accrued compensation | 3,500,000 | 4,000,000 | |||
Billings in excess of costs and earnings on uncompleted contracts | 5,100,000 | 7,100,000 | |||
Deferred income tax liability | 0 | 0 | |||
Amounts due to affiliated companies | 35,300,000 | 20,000,000 | |||
Other current liabilities | 1,600,000 | 1,100,000 | |||
Total current liabilities | 53,700,000 | 41,100,000 | |||
Long-term debt, net of current portion | 2,800,000 | 3,800,000 | |||
Amounts due to affiliated companies | 3,200,000 | 24,000,000 | |||
Other long-term liabilities | 2,200,000 | 2,300,000 | |||
Total liabilities | 61,900,000 | 71,200,000 | |||
Total stockholders' equity | 36,300,000 | 24,700,000 | |||
Total liabilities and stockholders’ equity | 98,200,000 | 95,900,000 | |||
Eliminations | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Amounts due from affiliated companies | -341,900,000 | -410,200,000 | |||
Inventoried costs | 0 | 0 | |||
Other current assets | 0 | 0 | |||
Total current assets | -341,900,000 | -410,200,000 | |||
Property, plant and equipment, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Intangible assets, net | 0 | 0 | |||
Investment in subsidiaries | -546,600,000 | -510,900,000 | |||
Amounts due from affiliated companies, long-term | -3,200,000 | -24,000,000 | |||
Other assets | 0 | 0 | |||
Total assets | -891,700,000 | -945,100,000 | |||
Current liabilities: | |||||
Accounts payable | 0 | 0 | |||
Accrued expenses | 0 | 0 | |||
Accrued compensation | 0 | 0 | |||
Billings in excess of costs and earnings on uncompleted contracts | 0 | 0 | |||
Deferred income tax liability | 0 | 0 | |||
Amounts due to affiliated companies | -341,900,000 | -410,200,000 | |||
Other current liabilities | 0 | 0 | |||
Total current liabilities | -341,900,000 | -410,200,000 | |||
Long-term debt, net of current portion | 0 | 0 | |||
Amounts due to affiliated companies | -3,200,000 | -24,000,000 | |||
Other long-term liabilities | 0 | 0 | |||
Total liabilities | -345,100,000 | -434,200,000 | |||
Total stockholders' equity | -546,600,000 | -510,900,000 | |||
Total liabilities and stockholders’ equity | -891,700,000 | -945,100,000 | |||
Senior notes | 7% Senior Notes due 2019 | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Principal | $625,000,000 | $625,000,000 |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Statements - Statement of Operations and Comprehensive Income (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | $390.80 | $443.60 | $450 | ||||||||
Product sales | 477.2 | 507 | 519.2 | ||||||||
Total revenues | 221.5 | 217.1 | 229.3 | 200.1 | 235.7 | 226.4 | 235.2 | 253.3 | 868 | 950.6 | 969.2 |
Cost of service revenues | 304.6 | 335.2 | 350.8 | ||||||||
Cost of product sales | 345.2 | 375.4 | 361.2 | ||||||||
Total costs | 649.8 | 710.6 | 712 | ||||||||
Gross profit | 56.2 | 53 | 56.4 | 52.6 | 61.5 | 52.3 | 60.4 | 65.8 | 218.2 | 240 | 257.2 |
Selling, general and administrative expenses | 175.3 | 186.8 | 192.5 | ||||||||
Impairment of goodwill and intangible assets | 0 | 0 | 96.6 | ||||||||
Research and development expenses | 23 | 21.4 | 17.8 | ||||||||
Operating income (loss) from continuing operations | 10.7 | 1.2 | 4.7 | 3.3 | 5.4 | 6.1 | 8.9 | 11.4 | 19.9 | 31.8 | -49.7 |
Other income (expense): | |||||||||||
Interest expense, net | -54.3 | -63.7 | -66.1 | ||||||||
Loss on extinguishment of debt | -39.1 | -39.1 | 0 | 0 | |||||||
Other income, net | 0.6 | 0 | 1.3 | ||||||||
Total other expense, net | -92.8 | -63.7 | -64.8 | ||||||||
Loss from continuing operations before income taxes | -72.9 | -31.9 | -114.5 | ||||||||
Provision (benefit) for income taxes from continuing operations | 1.4 | -0.2 | 1.6 | 2.3 | -2.9 | 0.2 | -0.1 | 2.8 | 5.1 | 0 | -1.6 |
Income (loss) from continuing operations | -78 | -31.9 | -112.9 | ||||||||
Loss from discontinued operations | 0 | -5.3 | -1.5 | ||||||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Net loss | -2.2 | -10.9 | -49.9 | -15 | -7.4 | -9.9 | -9.6 | -10.3 | -78 | -37.2 | -114.4 |
Comprehensive income (loss) | -78.9 | -37.2 | -115 | ||||||||
Parent Company | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | 0 | 0 | 0 | ||||||||
Product sales | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Cost of service revenues | 0 | 0 | 0 | ||||||||
Cost of product sales | 0 | 0 | 0 | ||||||||
Total costs | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 8.4 | 5.5 | 7.4 | ||||||||
Impairment of goodwill and intangible assets | 0 | 0 | 0 | ||||||||
Research and development expenses | 0 | 0 | 0 | ||||||||
Operating income (loss) from continuing operations | -8.4 | -5.5 | -7.4 | ||||||||
Other income (expense): | |||||||||||
Interest expense, net | -54.3 | -65.6 | -65.9 | ||||||||
Loss on extinguishment of debt | -39.1 | ||||||||||
Other income, net | 0 | 0 | 0.3 | ||||||||
Total other expense, net | -93.4 | -65.6 | -65.6 | ||||||||
Loss from continuing operations before income taxes | -101.8 | -71.1 | -73 | ||||||||
Provision (benefit) for income taxes from continuing operations | 0.6 | 0.6 | 20.8 | ||||||||
Income (loss) from continuing operations | -102.4 | -71.7 | -93.8 | ||||||||
Loss from discontinued operations | 0.3 | 0.1 | -0.1 | ||||||||
Equity in net income (loss) of subsidiaries | 24.1 | 34.4 | -20.5 | ||||||||
Net loss | -78 | -37.2 | -114.4 | ||||||||
Comprehensive income (loss) | -78.9 | -37.2 | -115 | ||||||||
Guarantors on a Combined Basis | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | 380.8 | 438.2 | 448.5 | ||||||||
Product sales | 417.1 | 448.6 | 470 | ||||||||
Total revenues | 797.9 | 886.8 | 918.5 | ||||||||
Cost of service revenues | 297 | 331.3 | 350 | ||||||||
Cost of product sales | 308.8 | 338.9 | 333.8 | ||||||||
Total costs | 605.8 | 670.2 | 683.8 | ||||||||
Gross profit | 192.1 | 216.6 | 234.7 | ||||||||
Selling, general and administrative expenses | 152.9 | 167.2 | 171.2 | ||||||||
Impairment of goodwill and intangible assets | 0 | 0 | 96.6 | ||||||||
Research and development expenses | 21.5 | 20.2 | 16.9 | ||||||||
Operating income (loss) from continuing operations | 17.7 | 29.2 | -50 | ||||||||
Other income (expense): | |||||||||||
Interest expense, net | 0.3 | 2.3 | 0.3 | ||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Other income, net | -1.9 | -0.3 | 0.1 | ||||||||
Total other expense, net | -1.6 | 2 | 0.4 | ||||||||
Loss from continuing operations before income taxes | 16.1 | 31.2 | -49.6 | ||||||||
Provision (benefit) for income taxes from continuing operations | 3.3 | -0.7 | -22.8 | ||||||||
Income (loss) from continuing operations | 12.8 | 31.9 | -26.8 | ||||||||
Loss from discontinued operations | -0.3 | -5.4 | -2.2 | ||||||||
Equity in net income (loss) of subsidiaries | 11.6 | 7.9 | 8.3 | ||||||||
Net loss | 24.1 | 34.4 | -20.7 | ||||||||
Comprehensive income (loss) | 23.6 | 34.4 | 20.9 | ||||||||
Non-Guarantors on a Combined Basis | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | 10 | 5.4 | 1.5 | ||||||||
Product sales | 69 | 75.3 | 64.5 | ||||||||
Total revenues | 79 | 80.7 | 66 | ||||||||
Cost of service revenues | 7.6 | 3.9 | 0.8 | ||||||||
Cost of product sales | 45.3 | 53.4 | 42.7 | ||||||||
Total costs | 52.9 | 57.3 | 43.5 | ||||||||
Gross profit | 26.1 | 23.4 | 22.5 | ||||||||
Selling, general and administrative expenses | 14 | 14.1 | 13.9 | ||||||||
Impairment of goodwill and intangible assets | 0 | 0 | 0 | ||||||||
Research and development expenses | 1.5 | 1.2 | 0.9 | ||||||||
Operating income (loss) from continuing operations | 10.6 | 8.1 | 7.7 | ||||||||
Other income (expense): | |||||||||||
Interest expense, net | -0.3 | -0.4 | -0.5 | ||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Other income, net | 2.5 | 0.3 | 0.9 | ||||||||
Total other expense, net | 2.2 | -0.1 | 0.4 | ||||||||
Loss from continuing operations before income taxes | 12.8 | 8 | 8.1 | ||||||||
Provision (benefit) for income taxes from continuing operations | 1.2 | 0.1 | 0.4 | ||||||||
Income (loss) from continuing operations | 11.6 | 7.9 | 7.7 | ||||||||
Loss from discontinued operations | 0 | 0 | 0.8 | ||||||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Net loss | 11.6 | 7.9 | 8.5 | ||||||||
Comprehensive income (loss) | 11.2 | 7.9 | 9.4 | ||||||||
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Service revenues | 0 | 0 | 0 | ||||||||
Product sales | -8.9 | -16.9 | -15.3 | ||||||||
Total revenues | -8.9 | -16.9 | -15.3 | ||||||||
Cost of service revenues | 0 | 0 | 0 | ||||||||
Cost of product sales | -8.9 | -16.9 | -15.3 | ||||||||
Total costs | -8.9 | -16.9 | -15.3 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 0 | 0 | 0 | ||||||||
Impairment of goodwill and intangible assets | 0 | 0 | 0 | ||||||||
Research and development expenses | 0 | 0 | 0 | ||||||||
Operating income (loss) from continuing operations | 0 | 0 | 0 | ||||||||
Other income (expense): | |||||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Other income, net | 0 | 0 | 0 | ||||||||
Total other expense, net | 0 | 0 | 0 | ||||||||
Loss from continuing operations before income taxes | 0 | 0 | 0 | ||||||||
Provision (benefit) for income taxes from continuing operations | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations | 0 | 0 | 0 | ||||||||
Loss from discontinued operations | 0 | 0 | 0 | ||||||||
Equity in net income (loss) of subsidiaries | -35.7 | -42.3 | 12.2 | ||||||||
Net loss | -35.7 | -42.3 | 12.2 | ||||||||
Comprehensive income (loss) | ($34.80) | ($42.30) | $11.50 |
Condensed_Consolidating_Financ4
Condensed Consolidating Financial Statements - Statement of Cash Flows (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | $7.70 | $22.60 | $52.30 |
Investing activities: | |||
Cash paid for acquisitions, net of cash acquired | -2.6 | 2.2 | -149.4 |
Decrease (Increase) in restricted cash | -0.4 | 0.4 | 0.6 |
Proceeds from the disposition of discontinued operations | 0 | 1.3 | 0.3 |
Investment in affiliated companies | 0 | 0 | 0 |
Capital expenditures | -14.2 | -16.6 | -16.6 |
Net cash used in investing activities from continuing operations | -17.2 | -12.7 | -165.1 |
Financing activities: | |||
Proceeds from the issuance of common stock | 0 | 0 | 97 |
Cash paid for contingent acquisition consideration | 0 | -2.1 | -2.5 |
Proceeds from the issuance of long-term debt | 618.5 | 0 | 0 |
Extinguishment of long-term debt | -661.5 | 0 | 0 |
Debt issuance costs paid | -10 | 0 | -1.2 |
Credit agreement borrowings | 41 | ||
Repayment of debt | -1 | -1 | -1.5 |
Purchase of ESPP shares | 1.1 | ||
Financing from affiliated companies | 0 | 0 | 0 |
Other, net | 3.3 | 0 | -3.4 |
Net cash provided by (used in) financing activities from continuing operations | -9.7 | -2 | 90.9 |
Net cash flows of continuing operations | -19.2 | 7.9 | -21.9 |
Net operating cash flows of discontinued operations | -1.6 | -1.3 | 1.3 |
Effect of exchange rate changes on cash and cash equivalents | -0.2 | 0.1 | 0 |
Net increase (decrease) in cash and cash equivalents | -21 | 6.7 | -20.6 |
Parent Company | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | -72.2 | -65.9 | -98.2 |
Investing activities: | |||
Cash paid for acquisitions, net of cash acquired | 0 | 0 | 2.3 |
Decrease (Increase) in restricted cash | 0 | 0 | 0 |
Proceeds from the disposition of discontinued operations | 0 | 0 | 0 |
Investment in affiliated companies | 0 | 0 | -10.8 |
Capital expenditures | -0.8 | -1.4 | -0.5 |
Net cash used in investing activities from continuing operations | -0.8 | -1.4 | -9 |
Financing activities: | |||
Proceeds from the issuance of common stock | 97 | ||
Cash paid for contingent acquisition consideration | 0 | ||
Proceeds from the issuance of long-term debt | 618.5 | ||
Extinguishment of long-term debt | -661.5 | ||
Debt issuance costs paid | -10 | -1.2 | |
Credit agreement borrowings | 41 | ||
Repayment of debt | 0 | 0 | 0 |
Purchase of ESPP shares | 1.1 | ||
Financing from affiliated companies | 67.7 | 71.1 | 0 |
Other, net | 3.3 | 0 | -3.4 |
Net cash provided by (used in) financing activities from continuing operations | 59 | 72.2 | 92.4 |
Net cash flows of continuing operations | -14 | 4.9 | -14.8 |
Net operating cash flows of discontinued operations | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | -14 | 4.9 | -14.8 |
Guarantors on a Combined Basis | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 81.4 | 87.5 | 144.5 |
Investing activities: | |||
Cash paid for acquisitions, net of cash acquired | -2.6 | 2.2 | -151.7 |
Decrease (Increase) in restricted cash | -0.4 | 0.4 | 0.6 |
Proceeds from the disposition of discontinued operations | 0 | 1.3 | 0.3 |
Investment in affiliated companies | -67.9 | -74.8 | 0 |
Capital expenditures | -11.9 | -12.3 | -14.2 |
Net cash used in investing activities from continuing operations | -82.8 | -83.2 | -165 |
Financing activities: | |||
Proceeds from the issuance of common stock | 0 | ||
Cash paid for contingent acquisition consideration | -2.1 | ||
Proceeds from the issuance of long-term debt | 0 | ||
Extinguishment of long-term debt | 0 | ||
Debt issuance costs paid | 0 | 0 | |
Credit agreement borrowings | 0 | ||
Repayment of debt | 0 | 0 | -0.5 |
Purchase of ESPP shares | 0 | ||
Financing from affiliated companies | 0 | 0 | 12.8 |
Other, net | 0 | 0 | 0 |
Net cash provided by (used in) financing activities from continuing operations | 0 | -2.1 | 12.3 |
Net cash flows of continuing operations | -1.4 | 2.2 | -8.2 |
Net operating cash flows of discontinued operations | -1.6 | -1.3 | 1.3 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | -3 | 0.9 | -6.9 |
Non-Guarantors on a Combined Basis | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | -1.5 | 1 | 6 |
Investing activities: | |||
Cash paid for acquisitions, net of cash acquired | 0 | 0 | 0 |
Decrease (Increase) in restricted cash | 0 | 0 | 0 |
Proceeds from the disposition of discontinued operations | 0 | 0 | 0 |
Investment in affiliated companies | 0 | 0 | -2 |
Capital expenditures | -1.5 | -2.9 | -1.9 |
Net cash used in investing activities from continuing operations | -1.5 | -2.9 | -3.9 |
Financing activities: | |||
Proceeds from the issuance of common stock | 0 | ||
Cash paid for contingent acquisition consideration | 0 | ||
Proceeds from the issuance of long-term debt | 0 | ||
Extinguishment of long-term debt | 0 | ||
Debt issuance costs paid | 0 | 0 | |
Credit agreement borrowings | 0 | ||
Repayment of debt | -1 | -1 | -1 |
Purchase of ESPP shares | 0 | ||
Financing from affiliated companies | 0.2 | 3.7 | 0 |
Other, net | 0 | 0 | 0 |
Net cash provided by (used in) financing activities from continuing operations | -0.8 | 2.7 | -1 |
Net cash flows of continuing operations | -3.8 | 0.8 | 1.1 |
Net operating cash flows of discontinued operations | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | -0.2 | 0.1 | 0 |
Net increase (decrease) in cash and cash equivalents | -4 | 0.9 | 1.1 |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 0 | 0 | 0 |
Investing activities: | |||
Cash paid for acquisitions, net of cash acquired | 0 | 0 | 0 |
Decrease (Increase) in restricted cash | 0 | 0 | 0 |
Proceeds from the disposition of discontinued operations | 0 | 0 | 0 |
Investment in affiliated companies | 67.9 | 74.8 | 12.8 |
Capital expenditures | 0 | 0 | 0 |
Net cash used in investing activities from continuing operations | 67.9 | 74.8 | 12.8 |
Financing activities: | |||
Proceeds from the issuance of common stock | 0 | ||
Cash paid for contingent acquisition consideration | 0 | ||
Proceeds from the issuance of long-term debt | 0 | ||
Extinguishment of long-term debt | 0 | ||
Debt issuance costs paid | 0 | 0 | |
Credit agreement borrowings | 0 | ||
Repayment of debt | 0 | 0 | 0 |
Purchase of ESPP shares | 0 | ||
Financing from affiliated companies | -67.9 | -74.8 | -12.8 |
Other, net | 0 | 0 | 0 |
Net cash provided by (used in) financing activities from continuing operations | -67.9 | -74.8 | -12.8 |
Net cash flows of continuing operations | 0 | 0 | 0 |
Net operating cash flows of discontinued operations | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | $0 | $0 | $0 |