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Acquisitions (Tables) | 12 Months Ended
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Jun. 24, 2012
Business Acquisition, Entity Acquired and Reason for Acquisition [Abstract] |
Schedule of Initial Purchase Price Allocation | The total purchase price for the acquisitions is as follows (in thousands):
Cash consideration paid to stockholders |  | $372,235 |
Fair value of common stock issued by the Company (1) | 211,040 |
Fair value of debt paid on behalf of stockholders | 84,991 |
Post-closing adjustments (2) (3) (4) (5) | (2,260 | )
Total purchase price |  | $666,006 |
(1) Represents 6,074,833 shares of the Company's common stock at $34.74 per share, the closing share price on August 17, 2011. The shares are subject to certain transfer restrictions under the Stock Purchase Agreement that will generally lapse with respect to 25% of the shares held (i) at the completion of the consecutive six-month period following the date of the closing of the transaction; and, (ii) at the completion of each of the following three successive six-month periods, such that all restrictions will lapse by the second anniversary of the closing. (2) In accordance with the Stock Purchase Agreement, the post-closing working capital adjustment was composed of approximately $1.0 million in cash and the return of 15,895 shares of the Company's common stock from escrow during the fourth quarter of fiscal 2012. (3) In accordance with the Stock Purchase Agreement, the sellers have certain post-closing indemnification obligations to the Company. During the fourth quarter of fiscal 2012, the Company received approximately $0.3 million in cash and the return of 5,069 shares of the Company's common stock from escrow in connection with these indemnification obligations. (4) The Company recovered approximately $0.4 million in insurance proceeds related to liabilities assumed in the acquisition during the fourth quarter of fiscal 2012. (5) The Company paid approximately $0.2 million related to pre-closing taxes during the fourth quarter of fiscal 2012.
Schedule of Purchase Price Allocated to the Assets Acquired and Liabilities Assumed | The following table presents the allocation of the purchase price for this acquisition to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands):
| August 17, 2011 (as initially reported) | Measurement Period Adjustments | August 17, 2011 (as adjusted)
Tangible assets: |  |  |
Cash and cash equivalents |  | $3,081 |  |  | $— |  |  | $3,081 |
Accounts receivable | 25,698 |  | (375 | ) | 25,323 |
Inventories | 39,330 |  | (461 | ) | 38,869 |
Property and equipment | 45,946 |  | (233 | ) | 45,713 |
Other assets | 4,727 |  | — |  | 4,727 |
Total tangible assets |  | $118,782 |  |  | ($1,069 | ) |  | $117,713 |
Intangible assets: |  |  |
Developed technology | $ | 96,300 |  | $ | — |  | $ | 96,300 |
Customer relationships | 84,820 |  | — |  | 84,820 |
Trade names | 82,950 |  | — |  | 82,950 |
In-process research & development | 15,050 |  | — |  | 15,050 |
Non-compete agreements | 9,800 |  | — |  | 9,800 |
Goodwill | 287,431 |  | 2,734 |  | 290,165 |
Total intangible assets |  | $576,351 |  |  | $2,734 |  |  | $579,085 |
Liabilities assumed: |  |  |
Accounts payable | $ | 12,943 |  | $ | — |  | $ | 12,943 |
Accrued expenses and liabilities | 10,116 |  | 902 |  | 11,018 |
Warranty liabilities | 2,600 |  | 3,023 |  | 5,623 |
Other long-term liabilities | 1,208 |  | — |  | 1,208 |
Total liabilities assumed |  | $26,867 |  |  | $3,925 |  |  | $30,792 |
Net assets acquired |  | $668,266 |  |  | ($2,260 | ) |  | $666,006 |
Schedule of Identifiable Assets Acquired as a Result of Acquisition | The identifiable intangible assets acquired as a result of the acquisition will be amortized over their respective estimated useful lives as follows (in thousands, except for years):
| Asset Amount |  | Estimated Life in Years
Developed technology |  | $96,300 |  |  | 7 to 10
Customer relationships | 84,820 |  |  | 7 to 20
Trade names (indefinite lived) | 82,880 |  |  | -
Trade names (definite lived) | 70 |  |  | 3
In-process research and development(1) | 15,050 |  |  | 6 to 7
Non-compete agreements | 9,800 |  |  | 5
Total identifiable intangible assets |  | $288,920 |  |  |
(1) Initially, IPR&D is classified as indefinite-lived assets until completion or abandonment. Therefore, amortization of IPR&D does not begin until the technological and market risk(s) no longer exist. During the interim, IPR&D intangibles are subject to annual testing for impairment or when there are indicators of impairment.
Business Acquisition, Financial Information of Acquired Company Included in Consolidated Statements of Parent Company [Table Text Block] | The results of Ruud Lighting reflected in the Company's Consolidated Statements of Income for the year ended June 24, 2012 from the date of acquisition (August 17, 2011) is as follows (in thousands, except per share data):
| Since acquisition date to
| June 24, 2012
Revenue |  | $204,353 |
Operating Loss | (1,985 | )
Net Loss | (2,334 | )
Basic net loss per share |  | ($0.02 | )
Diluted net loss per share |  | ($0.02 | )
Amortization expense related to identifiable intangible assets associated with the Ruud Lighting acquisition, included in the table above, was $17.4 million, for the year ended June 24, 2012. The following supplemental pro forma information (in thousands, except per share data) presents the consolidated financial results as if the Ruud Lighting transactions had occurred at the beginning of the 2011 fiscal year.
| For the Years Ended
| June 24, 2012 |  | June 26, 2011
Revenue |  | $1,194,990 |  |  |  | $1,184,765 |
Operating Income | 37,551 |  |  | 154,765 |
Net income | 42,399 |  |  | 134,768 |
Earnings per share, basic |  | $0.37 |  |  |  | $1.18 |
Earnings per share, diluted |  | $0.37 |  |  |  | $1.16 |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 54 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 55 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Paragraph 68 -Subparagraph r(2, 3) -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
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- Definition Tabular disclosure of the characteristics, including initial carrying value, residual amount, weighted average useful life, of finite-lived intangible assets acquired during the period by major class. A major class is composed of intangible assets that can be grouped together because they are similar, either by nature or by their use in the operations of the company. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=7658586&loc=d3e16265-109275 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 142 -Paragraph 44 -Subparagraph a -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 51 -Subparagraph a -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Paragraph F4 -Subparagraph e -Appendix F Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Paragraph 68 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1486-128463 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 52 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
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- Definition Tabular disclosure of all of the fair values of the purchase price and assets and liabilities acquired in a business combination. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479 + Details
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