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Commitments and Contingencies | 12 Months Ended
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Jun. 29, 2019
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | Note 17. Commitments and Contingencies Operating Leases The Company leases certain real and personal property from unrelated third parties, under non-cancelable operating leases that expire at various dates through fiscal 2029. Certain leases may require the Company to pay property taxes, insurance and routine maintenance, and include escalation clauses. As of June 29, 2019, future minimum annual lease payments under non-cancelable operating leases were as follows (in millions):
2020 | $ | 11.7 |
2021 | 10.8 |
2022 | 7.4 |
2023 | 3.9 |
2024 | 2.5 |
Thereafter | 5.3 |
Total minimum operating lease payments | $ | 41.6 |
Included in the future minimum lease payments table above is $0.3 million related to lease commitments in connection with the Company’s restructuring and related activities. Refer to “Note 12. Restructuring and Related Charges” for more information. The aggregate future minimum rentals to be received under non-cancelable subleases totaled $0.1 million as of June 29, 2019. Rental expense relating to building and equipment was $13.0 million, $13.7 million and $12.1 million in fiscal 2019, 2018 and 2017, respectively. Royalty payment In connection with the AW acquisition, the Company is obligated to make future minimum royalty payments of $3.9 million measured as of June 29, 2019 for the use of certain licensed technologies. Future minimum quarterly payments are scheduled at approximately $0.2 million through the second quarter of fiscal 2023 and $0.1 million thereafter until approximately the second quarter of fiscal 2028. Purchase Obligations Purchase obligations of $76.2 million as of June 29, 2019, represent legally-binding commitments to purchase inventory and other commitments made in the normal course of business to meet operational requirements. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the option to cancel, reschedule and adjust the requirements based on the Company’s business needs prior to the delivery of goods or performance of services. Obligations to purchase inventory and other commitments are generally expected to be fulfilled within one year. The Company depends on a limited number of contract manufacturers, subcontractors, and suppliers for raw materials, packages and standard components. The Company generally purchases these single or limited source products through standard purchase orders or one-year supply agreements and has no significant long-term guaranteed supply agreements with such vendors. While the Company seeks to maintain a sufficient safety stock of such products and maintains on-going communications with its suppliers to guard against interruptions or cessation of supply, the Company’s business and results of operations could be adversely affected by a stoppage or delay of supply, substitution of more expensive or less reliable products, receipt of defective parts or contaminated materials, increases in the price of such supplies, or the Company’s inability to obtain reduced pricing from its suppliers in response to competitive pressures. Financing Obligations Eningen On December 16, 2011, the Company executed and closed the sale and leaseback transaction of certain buildings and land in Eningen, Germany (the “Eningen Transactions”). The Company sold approximately 394,217 square feet of land, nine buildings with approximately 386,132 rentable square feet, and parking areas. The Company leased back approximately 158,154 rentable square feet comprised of two buildings and a portion of a basement of another building (the “Leased Premises”). The lease term is 10 years with the right to cancel a certain portion of the lease after 5 years. Concurrent with the sale and lease back, the Company has provided collateral in case of a default by the Company relative to future lease payments for the Leased Premises. Due to this continuing involvement, the related portion of the cash proceeds and transaction costs, associated with the Leased Premises and other buildings which the Company continues to occupy, was recorded under the financing method in accordance with the authoritative guidance on leases and sales of real estate. Accordingly, the carrying value of these buildings and associated land will remain on the Company’s books and the buildings will continue to be depreciated over their remaining useful lives. The portion of the proceeds received have been recorded as a financing obligation, a portion of the lease payments are recorded as a decrease to the financing obligation and a portion is recognized as interest expense. Imputed rental income from the buildings sold but not leased back and currently being occupied is recorded as a reduction in the financing obligation. As of June 29, 2019, of the total financing obligation related to the Eningen Transactions, $0.2 million was included in Other current liabilities, and $3.6 million was included in Other non-current liabilities. As of June 30, 2018, of the total financing obligation related to the Eningen Transactions, $0.2 million was included in Other current liabilities, and $3.9 million was included in Other non-current liabilities. Santa Rosa On August 21, 2007, the Company entered into a sale and lease back of certain buildings and land in Santa Rosa, California (the “Santa Rosa Transactions”). The Company sold approximately 45 acres of land, 13 buildings with approximately 492,000 rentable square feet, a building pad, and parking areas. The Company leased back 7 buildings with approximately 286,000 rentable square feet. The net cash proceeds received from the transaction were $32.2 million. The lease terms range from a one year lease with multiple renewal options to a ten years lease with two five years renewal options. The Company has an ongoing obligation to remediate environmental matters, impacting the entire site, as required by the North Coast Regional Water Quality Control Board which existed at the time of sale. Concurrent with the sale and lease back, the Company has issued an irrevocable letter of credit for $3.8 million as security for the remediation of the environmental matters that remain in effect until the issuance of a notice of no further action letter from the North Coast Regional Water Quality Control Board. In addition, the lease agreement for one building included an option to purchase at fair market value, at the end of the lease term. Due to these various forms of continuing involvement the transaction was recorded under the financing method in accordance with the authoritative guidance on leases and sales of real estate. Accordingly, the value of the buildings and land will remain on the Company’s books and the buildings will continue to be depreciated over their remaining useful lives. The proceeds received have been recorded as a financing obligation, a portion of the lease payments are recorded as a decrease to the financing obligation and a portion is recognized as interest expense. Imputed rental income from the buildings sold but not leased back is recorded as a reduction in the financing obligation. As of June 29, 2019, $1.1 million was included in Other current liabilities, and $21.8 million was included in Other non-current liabilities. As of June 30, 2018, $0.9 million was included in Other current liabilities, and $22.9 million was included in Other non-current liabilities. The lease payments due under the agreement reset to fair market rental rates upon the Company’s execution of the renewal options. As of June 29, 2019, future minimum annual lease payments of Eningen and Santa Rosa non-cancelable leaseback agreements were as follows (in millions):
2020 | $ | 3.5 |
2021 | 3.5 |
2022 | 3.2 |
2023 | 2.4 |
2024 | 2.4 |
Thereafter | 21.1 |
Total minimum leaseback payments | $ | 36.1 |
Guarantees In accordance with authoritative guidance which requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under that guarantee. In addition, disclosures about the guarantees that an entity has issued, including a tabular reconciliation of the changes of the entity’s product warranty liabilities, are required. The Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (i) divestiture agreements, under which the Company may provide customary indemnifications to purchasers of the Company’s businesses or assets; (ii) certain real estate leases, under which the Company may be required to indemnify property owners for environmental and other liabilities, and other claims arising from the Company’s use of the applicable premises; and (iii) certain agreements with the Company’s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship. The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on the Consolidated Balance Sheets as of June 29, 2019 and June 30, 2018. Pursuant to the Separation and Distribution Agreement dated as of July 31, 2015 between the Company and Lumentum Holdings Inc. (“Lumentum”) and the Tax Matter Agreement dated as of July 31, 2015 between the Company and Lumentum, the Company is required to indemnify Lumentum and its subsidiaries for certain specified tax liabilities. During the second quarter of fiscal 2019, the Ontario Ministry of Finance denied the Company’s appeal of an assessment of the applicable tax liabilities at which time the Company recorded a charge of $2.4 million to its discontinued operations. Outstanding Letters of Credit and Performance Bonds As of June 29, 2019, the Company had standby letters of credit of $7.4 million and performance bonds of $1.5 million collateralized by restricted cash. Product Warranties The Company provides reserves for the estimated costs of product warranties at the time revenue is recognized. In general, the Company offers its customers warranties up to three years and has accrued a reserve for the estimated costs of product warranties at the time revenue is recognized. It estimates the costs of its warranty obligations based on its historical experience of known product failure rates, use of materials to repair or replace defective products and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. The following table presents the changes in the Company’s warranty reserve during fiscal years 2019 and 2018 (in millions):
| Year Ended
| June 29, 2019 |  | June 30, 2018
Balance as of beginning of period | $ | 8.2 |  |  | $ | 5.8 |
Provision for warranty | 4.0 |  |  | 4.6 |
Utilization of reserve | (5.2 | ) |  | (5.7 | )
Adjustments related to pre-existing warranties (including changes in estimates) | 1.7 |  |  | 2.2 |
Acquisitions (1) | — |  |  | 1.3 |
Balance as of end of period | $ | 8.7 |  |  | $ | 8.2 |
(1) See “Note 6. Acquisitions” of the Notes to Consolidated Financial Statements for detail of acquisition. Contingent Purchase Consideration Contingent liabilities include contingent consideration in connection with the Company’s acquisitions, which represent earn-out payments and is recognized at fair value on the acquisition date and remeasured each reporting period with subsequent adjustments recognized in the consolidated statements of income. See “Note 6. Acquisitions” for additional information related to the Company’s acquisitions. The Company discounts the contingent purchase consideration to present value using a risk adjusted interest rate at each reporting period. Contingent consideration is valued using significant Level 3 inputs, that are not observable in the market pursuant to fair value measurement accounting. The Company believes the estimates and assumptions are reasonable, however, there is significant judgment and uncertainty involved. The Company has aggregate contingent liabilities related to its business and asset acquisitions completed during fiscal 2019. The earn-out liabilities represent future payments by the Company of up to $63.0 million over up to four years. Payments are contingent on the achievement of certain revenue and gross profit targets. As of June 29, 2019 the aggregate fair value of the Company’s contingent liabilities were $38.4 million, measured using Level 3 inputs, see “Note 8. Investments, Forward Contracts and Fair Value Measurements” for additional information. Related to the Company’s acquisitions escrow account(s) have been established to cover damages the Company may suffer related to any liabilities assumed that it did not agree to, or as a result of breach of representations and warranties of the seller as described in the merger agreement. Legal Proceedings In June 2016, the Company received a court decision regarding the validity of an amendment to a pension deed of trust related to one of its foreign subsidiaries which the Company contends contained an error requiring the Company to increase the pension plan’s benefit. The Company had subsequently further amended the deed to rectify the error. The court ruled that the amendment increasing the pension plan benefit was valid until the subsequent amendment. The Company estimated the increase in liability to range from (amounts represented as £ and $ denote GBP and USD, respectively), £5.7 million or $7.4 million to £8.4 million or $10.9 million. The Company determined that the likelihood of loss to be probable and accrued GBP 5.7 million as of July 2, 2016 in accordance with authoritative guidance on contingencies. The accrual is included as a component of SG&A expense and included in pension and post-employment benefits, which is a component of other non-current liabilities, in the Company’s Consolidated Statement of Operations and Consolidated Balance Sheets, respectively. The Company pursued an appeal of the court decision. In March 2018, the appellate court affirmed the decision of the lower court. The Company is pursuing a deed of rectification claim and continues to pursue a claim against the U.K. law firm responsible for the error. As of June 29, 2019, the related accrued pension liability was £6.5 million or $8.3 million. The Company is subject to a variety of claims and suits that arise from time to time in the ordinary course of its business. While management currently believes that resolving claims against the Company, individually or in aggregate, will not have a material adverse impact on its financial position, results of operations or statement of cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. Were an unfavorable final outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable.

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