Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MRCY | |
Entity Registrant Name | MERCURY SYSTEMS INC | |
Entity Central Index Key | 0001049521 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,448,701 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 112,515 | $ 66,521 |
Accounts receivable, net of allowance for doubtful accounts of $822 and $359 at March 31, 2019 and June 30, 2018, respectively | 114,806 | 104,040 |
Unbilled receivables and costs in excess of billings | 55,941 | 39,774 |
Inventory | 131,655 | 108,585 |
Prepaid income taxes | 0 | 3,761 |
Prepaid expenses and other current assets | 10,253 | 9,062 |
Total current assets | 425,170 | 331,743 |
Property and equipment, net | 55,857 | 50,980 |
Estimated fair value of goodwill | 543,515 | 497,442 |
Intangible assets, net | 180,828 | 177,904 |
Other non-current assets | 7,011 | 6,411 |
Total assets | 1,212,381 | 1,064,480 |
Current liabilities: | ||
Accounts payable | 35,220 | 21,323 |
Accrued expenses | 20,342 | 16,386 |
Accrued compensation | 27,500 | 21,375 |
Deferred revenues and customer advances | 10,728 | 12,596 |
Total current liabilities | 93,790 | 71,680 |
Deferred income taxes | 11,811 | 13,635 |
Income taxes payable | 2,880 | 998 |
Long-term debt | 276,500 | 195,000 |
Other non-current liabilities | 15,018 | 11,276 |
Total liabilities | 399,999 | 292,589 |
Commitments and contingencies (Note M) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.01 par value; 85,000,000 shares authorized; 47,265,355 and 46,924,238 shares issued and outstanding at March 31, 2019 and June 30, 2018, respectively | 473 | 469 |
Additional paid-in capital | 599,238 | 590,163 |
Retained earnings | 213,939 | 179,968 |
Accumulated other comprehensive income | (1,268) | 1,291 |
Total shareholders' equity | 812,382 | 771,891 |
Total liabilities and shareholders' equity | $ 1,212,381 | $ 1,064,480 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 822 | $ 359 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 85,000,000 | 85,000,000 |
Common Stock, Shares, Issued (shares) | 47,265,355 | 46,924,238 |
Common stock, shares outstanding (shares) | 47,265,355 | 46,924,238 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||||
Net revenues | $ 174,636 | $ 116,336 | $ 477,781 | $ 340,317 |
Cost of revenues | 100,789 | 63,570 | 271,464 | 182,717 |
Gross margin | 73,847 | 52,766 | 206,317 | 157,600 |
Operating expenses: | ||||
Selling, general and administrative | 27,411 | 21,138 | 79,971 | 62,928 |
Research and development | 17,439 | 15,021 | 48,579 | 43,950 |
Amortization of intangible assets | 6,786 | 7,104 | 20,906 | 18,568 |
Restructuring and other charges | 46 | 1,384 | 573 | 1,792 |
Acquisition costs and other related expenses | 103 | 1,281 | 555 | 2,265 |
Total operating expenses | 51,785 | 45,928 | 150,584 | 129,503 |
Income from operations | 22,062 | 6,838 | 55,733 | 28,097 |
Interest income | 205 | 0 | 342 | 14 |
Interest expense | (2,473) | (999) | (6,928) | (1,101) |
Other income, net | (328) | 66 | (2,207) | (1,065) |
Income before income taxes | 19,466 | 5,905 | 46,940 | 25,945 |
Tax provision (benefit) | 5,357 | 2,209 | 12,969 | (4,837) |
Net income | $ 14,109 | $ 3,696 | $ 33,971 | $ 30,782 |
Basic net earnings per share (in dollars per share) | $ 0.30 | $ 0.08 | $ 0.72 | $ 0.66 |
Diluted net earnings per share (in dollars per share) | $ 0.29 | $ 0.08 | $ 0.71 | $ 0.65 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 47,258 | 46,844 | 47,164 | 46,685 |
Diluted (in shares) | 47,958 | 47,532 | 47,783 | 47,473 |
Comprehensive income: | ||||
Net income | $ 14,109 | $ 3,696 | $ 33,971 | $ 30,782 |
Change in fair value of derivative instruments, net of tax | (2,147) | 0 | (2,147) | 0 |
Foreign currency translation adjustments | (210) | (457) | (367) | (513) |
Pension benefit plan, net of tax | (15) | 5 | (45) | 45 |
Total other comprehensive income, net of tax | (2,372) | (452) | (2,559) | (468) |
Total comprehensive income | $ 11,737 | $ 3,244 | $ 31,412 | $ 30,314 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 33,971 | $ 30,782 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 34,830 | 30,320 |
Stock-based compensation expense | 14,836 | 13,045 |
Benefit for deferred income taxes | (1,054) | (5,482) |
Other non-cash items | 2,715 | 1,243 |
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||
Accounts receivable, unbilled receivable, and cost in excess of billings | (22,081) | (19,827) |
Inventory | (13,770) | (24,931) |
Prepaid income taxes | 3,761 | (1,060) |
Prepaid expenses and other current assets | (724) | 944 |
Other non-current assets | 137 | 277 |
Accounts payable and accrued expenses | 15,610 | 2,943 |
Deferred revenues and customer advances | (2,065) | 2,758 |
Income taxes payable | 4,795 | (11,286) |
Other non-current liabilities | 587 | (2,046) |
Net cash provided by operating activities | 71,548 | 17,680 |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | (81,529) | (185,396) |
Purchases of property and equipment | (17,862) | (11,067) |
Other investing activities | 0 | (375) |
Net cash used in investing activities | (99,391) | (196,838) |
Cash flows from financing activities: | ||
Proceeds from employee stock plans | 1,677 | 2,049 |
Borrowings under credit facilities | 81,500 | 210,000 |
Repayments of Long-term Lines of Credit | 0 | (15,000) |
Payments for retirement of common stock | (7,434) | (15,118) |
Payments of deferred financing and offering costs | (1,851) | 0 |
Net cash provided by financing activities | 73,892 | 181,931 |
Effect of exchange rate changes on cash and cash equivalents | (55) | (193) |
Net increase in cash and cash equivalents | 45,994 | 2,580 |
Cash and cash equivalents at beginning of period | 66,521 | 41,637 |
Cash and cash equivalents at end of period | 112,515 | 44,217 |
Cash paid during the period for: | ||
Interest | 8,163 | 1,101 |
Income taxes | $ 5,179 | $ 9,928 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Common Stock, Shares, Outstanding | 46,303,000 | ||||
Stockholders' Equity Attributable to Parent | $ 725,417 | $ 463 | $ 584,795 | $ 139,085 | $ 1,074 |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 816,000 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 8 | (8) | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 39,000 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 2,049 | 2,049 | |||
Stock Repurchased and Retired During Period, Shares | (317,000) | ||||
Stock Repurchased and Retired During Period, Value | (15,118) | $ (3) | (15,115) | ||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 13,134 | 13,134 | |||
Net income | 30,782 | 30,782 | |||
Other Comprehensive Income (Loss), Net of Tax | (468) | 0 | (468) | ||
Foreign currency translation adjustments | (513) | ||||
Pension benefit plan, net of tax | 45 | ||||
Common Stock, Shares, Outstanding | 46,834,000 | ||||
Stockholders' Equity Attributable to Parent | 749,231 | $ 468 | 581,534 | 166,171 | 1,058 |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 11,000 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 1 | $ 1 | |||
Stock Repurchased and Retired During Period, Shares | (4,000) | ||||
Stock Repurchased and Retired During Period, Value | (209) | $ (1) | (208) | ||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 3,529 | 3,529 | |||
Net income | 3,696 | 3,696 | |||
Other Comprehensive Income (Loss), Net of Tax | (452) | (452) | |||
Foreign currency translation adjustments | (457) | ||||
Pension benefit plan, net of tax | 5 | ||||
Common Stock, Shares, Outstanding | 46,841,000 | ||||
Stockholders' Equity Attributable to Parent | $ 755,796 | $ 468 | 584,855 | 169,867 | 606 |
Common Stock, Shares, Outstanding | 46,924,238 | 46,924,000 | |||
Stockholders' Equity Attributable to Parent | $ 771,891 | $ 469 | 590,163 | 179,968 | 1,291 |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 439,000 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 5 | (5) | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 51,000 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 1,677 | $ 1 | 1,676 | ||
Stock Repurchased and Retired During Period, Shares | (149,000) | ||||
Stock Repurchased and Retired During Period, Value | (7,434) | $ (2) | (7,432) | ||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 14,836 | 14,836 | |||
Net income | 33,971 | 33,971 | |||
Other Comprehensive Income (Loss), Net of Tax | (2,559) | (2,559) | |||
Foreign currency translation adjustments | (367) | ||||
Pension benefit plan, net of tax | (45) | ||||
Common Stock, Shares, Outstanding | 47,249,000 | ||||
Stockholders' Equity Attributable to Parent | 796,076 | $ 472 | 594,670 | 199,830 | 1,104 |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 25,000 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 1 | $ 1 | |||
Stock Repurchased and Retired During Period, Shares | (9,000) | ||||
Stock Repurchased and Retired During Period, Value | (501) | (501) | |||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 5,069 | 5,069 | |||
Net income | 14,109 | 14,109 | |||
Other Comprehensive Income (Loss), Net of Tax | (2,372) | (2,372) | |||
Foreign currency translation adjustments | (210) | ||||
Pension benefit plan, net of tax | $ (15) | ||||
Common Stock, Shares, Outstanding | 47,265,355 | 47,265,000 | |||
Stockholders' Equity Attributable to Parent | $ 812,382 | $ 473 | $ 599,238 | $ 213,939 | $ (1,268) |
Description of Business
Description of Business | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Mercury Systems, Inc. (the “Company” or “Mercury”) is a leading commercial provider of secure sensor and safety-critical mission processing subsystems. Optimized for customer and mission success, its solutions power a wide variety of critical aerospace, defense and intelligence programs. Headquartered in Andover, Massachusetts, it is pioneering a next-generation defense electronics business model specifically designed to meet the industry's current and emerging technology and business needs. The Company delivers affordable innovative solutions, rapid time-to-value and service and support to its defense prime contractor customers. The Company's products and solutions have been deployed in more than 300 programs with over 25 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies B ASIS OF P RESENTATION The accompanying consolidated financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America for interim financial information and with the instructions to the Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted pursuant to those rules and regulations; however, in the opinion of management the financial information reflects all adjustments, consisting of adjustments of a normal recurring nature, necessary for fair presentation. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended June 30, 2018 which are contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on August 16, 2018. The results for the three and nine months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. U SE OF E STIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. B USINESS C OMBINATIONS The Company utilizes the acquisition method of accounting under ASC 805, Business Combinations , (“ASC 805”), for all transactions and events which it obtains control over one or more other businesses, to recognize the fair value of all assets and liabilities acquired, even if less than one hundred percent ownership is acquired, and in establishing the acquisition date fair value as the measurement date for all assets and liabilities assumed. The Company also utilizes ASC 805 for the initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in business combinations. F OREIGN C URRENCY Local currencies are the functional currency for the Company’s subsidiaries in Switzerland, the United Kingdom, France, Japan, Spain and Canada. The accounts of foreign subsidiaries are translated using exchange rates in effect at period-end for assets and liabilities and at average exchange rates during the period for results of operations. The related translation adjustments are reported in accumulated other comprehensive income (loss) ("AOCI") in shareholders’ equity. Gains (losses) resulting from non-U.S. currency transactions are included in other income (expense), net in the Consolidated Statements of Operations and Comprehensive Income and were immaterial for all periods presented. D ERIVATIVES The Company records the fair value of its derivative financial instruments in its condensed consolidated financial statements in other non-current assets, or other non-current liabilities depending on their net position, regardless of the purpose or intent for holding the derivative contract. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in shareholders’ equity as a component of other comprehensive income (loss) (“OCI”). Changes in the fair value of the cash flow hedge that qualifies for hedge accounting treatment is recorded in OCI and reclassified into earnings in the same line item on the Consolidated Statements of Operations and Comprehensive Income as the impact of the hedged transaction when the underlying contract matures and, for interest rate exposure derivatives, over the term of the corresponding debt instrument. Changes in the fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur. All derivatives for the Company qualified for hedge accounting as of March 31, 2019. R EVENUE R ECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , (“ASC 606”), which was adopted on July 1, 2018, using the retrospective method. Revenue is recognized in accordance with the five step model set forth by ASC 606, which involves identification of the contract(s), identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations, and revenue recognition as the performance obligations are satisfied. The adoption of ASC 606 did not have a material impact to the amount or timing of revenue recognition related to the Company's legacy accounting methods for contracts including ship and bill, multiple-deliverable, and contract accounting. Such adoption did not have a material impact, individually or in the aggregate, to any amounts in the Company's Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Shareholders’ Equity or Consolidated Statements of Cash Flows. Refer to Note L for disaggregation of revenue for the period. During step one of the five step model, the Company considers whether contracts should be combined or segmented, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment also is involved in determining whether a single contract or group of contracts may be segmented based on how the arrangement and the related performance criteria were negotiated. The decision to combine a group of contracts or segment a contract could change the amount of revenue and gross profit recorded in a given period. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. Certain contracts with customers require the Company to perform tests of its products prior to shipment to ensure their performance complies with the Company’s published product specifications and, on occasion, with additional customer-requested specifications. In these cases, the Company conducts such tests and, if they are completed successfully, includes a written confirmation with each order shipped. As a result, at the time of each product shipment, the Company believes that no further customer testing requirements exist and that there is no uncertainty of acceptance by its customer. The Company's contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. The Company is a leading provider of secure sensor and safety-critical mission processing subsystems. Revenues are derived from the sales of products that are grouped into one of the following three categories: (i) components; (ii) modules and sub-assemblies; and (iii) integrated subsystems. The Company also generates revenues from the performance of services, including systems engineering support, consulting, maintenance and other support, testing and installation. Each promised good or service within a contract is accounted for separately under the guidance of ASC 606 if they are distinct, i.e., if a good or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Promised goods or services not meeting the criteria for being a distinct performance obligation are bundled into a single performance obligation with other goods or services that together meet the criteria for being distinct. The appropriate allocation of the transaction price and recognition of revenue is then determined for the bundled performance obligation. Once the Company identifies the performance obligations, the Company then determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. Variable consideration typically arises due to volume discounts, or other provisions that can either decrease or increase the transaction price. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the method the Company expects to better predict the amount of consideration to which it will be entitled. The determination of the estimates for variable consideration require judgment, and are based on past history with similar contracts and anticipated performance. Further, variable consideration is only included in the determination of the transaction price if it is probable that a significant reversal in the amount of revenue recognized will not occur. There are no constraints on the variable consideration recorded. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation using the standalone selling price of each distinct good or service in the contract. Standalone selling prices of the Company’s goods and services are generally not directly observable. Accordingly, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service. The objective of the expected cost plus a margin approach is to determine the price at which the Company would transact if the product or service were sold by the Company on a standalone basis. The Company's determination of the expected cost plus a margin approach involves the consideration of several factors based on the specific facts and circumstances of each contract. Specifically, the Company considers the cost to produce the deliverable, the anticipated margin on that deliverable, the selling price and profit margin for similar parts, the Company’s ongoing pricing strategy and policies, often based on the price list established and updated by management on a regular basis, the value of any enhancements that have been built into the deliverable and the characteristics of the varying markets in which the deliverable is sold. The Company analyzes the standalone selling prices used in its allocation of transaction price on contracts at least annually. Standalone selling prices will be analyzed on a more frequent basis if a significant change in the Company’s business necessitates a more frequent analysis or if the Company experiences significant variances in its selling prices. Revenue recognized at a point in time generally relates to contracts that include a combination of components, modules and sub-assemblies, integrated subsystems and related system integration or other services. Contracts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 74% and 76% of revenues for the three and nine months ended March 31, 2019, respectively. Contracts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 77% and 78% of revenues for the three and nine months ended March 31, 2018, respectively. Revenue is recognized at a point in time for these products and services (versus over time recognition) due to the following: (i) customers are only able to consume the benefits provided by the Company upon completion of the product or service; (ii) customers do not control the product or service prior to completion; and (iii) the Company does not have an enforceable right to payment at all times for performance completed to date. Accordingly, there is little judgment in determining when control of the good or service transfers to the customer, and revenue is generally recognized upon shipment (for goods) or completion (for services). The Company engages in long-term contracts for development, production and service activities and recognizes revenue for performance obligations over time. These long-term contracts involve the design, development, manufacture, or modification of complex modules and sub-assemblies or integrated subsystems and related services. Revenue is recognized over time, due to the fact that: (i) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; and (ii) the Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. These contracts include both fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material ("T&M") contracts. For long-term contracts, the Company typically leverages the input method, using a cost-to-cost measure of progress. The Company believes that this method represents the most faithful depiction of the Company’s performance because it directly measures value transferred to the customer. Contract estimates and estimates of any variable consideration are based on various assumptions to project the outcome of future events that may span several years. These assumptions include: labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; the performance of subcontractors; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on a fixed-price contract which may cause profit levels to vary from period to period. For cost reimburseable contracts, the Company is reimbursed periodically for allowable costs and is paid a portion of the fee based on contract progress. In the limited instances where the Company enters into T&M contracts, revenue recognized reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other direct billable costs. For T&M contracts, the Company elected to use a practical expedient permitted by ASC 606 whereby revenue is recognized in the amount for which the Company has a right to invoice the customer based on the control transferred to the customer. For all types of contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable. Accounting for long-term contracts requires significant judgment relative to estimating total contract revenues and costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices as well as availability for subcontractor services and materials. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods. Total revenue recognized under long-term contracts over time was 26% and 24% of total revenues for the three and nine months ended March 31, 2019, respectively. Total revenue recognized under long-term contracts over time was 23% and 22% of total revenues for the three and nine months ended March 31, 2018, respectively. The Company generally does not provide its customers with rights of product return other than those related to assurance warranty provisions that permit repair or replacement of defective goods over a period of 12-36 months. The Company accrues for anticipated warranty costs upon product shipment. The Company does not consider activities related to such assurance warranties, if any, to be a separate performance obligation. The Company does offer separately priced extended warranties which generally range from 12 to 36 months that are treated as separate performance obligations. The transaction price allocated to extended warranties is recognized over time in proportion to the costs expected to be incurred in satisfying the obligations under the contract. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component because most contracts have a duration of less than one year and payment is received as progress is made. Many of the Company's long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. All revenues are reported net of government assessed taxes (e.g., sales taxes or value-added taxes). A CCOUNTS R ECEIVABLE Accounts receivable, net, represents amounts that have been billed and are currently due from customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The Company provides credit to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended as necessary. The allowance is based upon an assessment of the customers' credit worthiness, history with the customer, and the age of the receivable balance. The Company typically invoices a customer upon shipment of the product (or completion of a service) for contracts where revenue is recognized at a point in time. For contracts where revenue is recognized over time, the invoicing events are typically based on specified performance obligation deliverables or milestone events, or quantifiable measures of performance. C OSTS TO O BTAIN AND F ULFILL A C ONTRACT The Company has elected to use a practical expedient available under ASC 606 whereby sales commissions are expensed as incurred for contracts where the amortization period would have been one year or less. The Company has not deferred sales commissions for contracts where the amortization period is greater than one year because such amounts that would qualify for deferral are not significant. The Company has elected to treat shipping and handling activities performed after the customer has obtained control of the related goods as a fulfillment cost. Such costs are accrued for in conjunction with the recording of revenue for the goods and are classified as cost of revenues. C ONTRACT B ALANCES Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract assets are presented as unbilled receivables and costs in excess of billings on the Company’s Consolidated Balance Sheets. Contract liabilities consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers, but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Deferred service revenue primarily represents amounts invoiced to customers for annual maintenance contracts or extended warranty contracts, which are recognized over time in proportion to the costs expected to be incurred in satisfying the obligations under the contract. Customer advances represent deposits received from customers on an order. Contract liabilities are included in deferred revenue and the long-term portion of deferred revenue is included within other non-current liabilities on the Company’s Consolidated Balance Sheets. Contract balances are reported in a net position on a contract-by-contract basis. The contract asset balances were $55,941 and $39,774 as of March 31, 2019 and June 30, 2018, respectively. The contract asset balance increased due to growth in revenue recognized under long-term contracts over time during the nine months ended March 31, 2019. The contract liability balances were $11,572 and $13,425 as of March 31, 2019 and June 30, 2018, respectively. These balances remained consistent period over period. Revenue recognized for the three and nine month period ended March 31, 2019 that was included in the contract liability balance at June 30, 2018 was $1,173 and $10,156 , respectively. R EMAINING P ERFORMANCE O BLIGATIONS The Company has elected to use a practical expedient available under ASC 606 whereby contracts with original expected durations of one year or less are excluded from the remaining performance obligations, while these contracts are included within backlog. The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders. The definition of remaining performance obligations excludes those contracts that provide the customer with the right to cancel or terminate the order with no substantial penalty, even if the Company’s historical experience indicates the likelihood of cancellation or termination is remote. As of March 31, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was $161,976 . The Company expects to recognize approximately 58% of its remaining performance obligations as revenue in the next 12 months and the balance thereafter. W EIGHTED -A VERAGE S HARES Weighted-average shares were calculated as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Basic weighted-average shares outstanding 47,258 46,844 47,164 46,685 Effect of dilutive equity instruments 700 688 619 788 Diluted weighted-average shares outstanding 47,958 47,532 47,783 47,473 Equity instruments to purchase 11 and 244 shares of common stock were not included in the calculation of diluted net earnings per share for the three and nine months ended March 31, 2019 , respectively, because the equity instruments were anti-dilutive. Equity instruments to purchase 33 and 302 |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions G ECO A VIONICS A QUISITION On January 29, 2019, the Company announced that it had acquired GECO Avionics, LLC ("GECO"). Based in Mesa, Arizona, GECO has over twenty years of experience designing and manufacturing affordable safety-critical avionics and mission computing solutions. The Company acquired GECO for an all cash purchase price of $36,500 , which was funded through the revolving credit facility ("the Revolver"). The following table presents the net purchase price and the fair values of the assets and liabilities of GECO on a preliminary basis: Amounts Consideration transferred Cash paid at closing $ 36,500 Net purchase price $ 36,500 Estimated fair value of tangible assets acquired and liabilities assumed Accounts receivable $ 1,320 Inventory 1,454 Fixed assets 459 Accounts payable (217 ) Accrued expenses (239 ) Estimated fair value of net tangible assets acquired 2,777 Estimated fair value of identifiable intangible assets 10,900 Estimated goodwill 22,823 Estimated fair value of net assets acquired 36,500 Net purchase price $ 36,500 The amounts above represent the preliminary fair value estimates as of March 31, 2019 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimates include customer relationships of $5,500 with a useful life of 11 years, developed technology of $4,800 with a useful life of ten years and backlog of $600 with a useful life of two years . Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill. The goodwill of $22,823 largely reflects the potential synergies and expansion of the Company's offerings across product lines and markets complementary to the Company's existing products and markets. The goodwill from this acquisition is reported under the Sensor and Mission Processing (“SMP”) reporting unit. Since GECO was a limited liability company, the acquisition is treated as an asset purchase for tax purposes. The Company has estimated the tax value of the intangible assets from this transaction and is amortizing the amount over 15 years for tax purposes. As of March 31, 2019 , the Company had $22,823 of goodwill deductible for tax purposes. The Company has not furnished pro forma information relating to GECO because such information is not material to the Company's financial results. The revenues and loss before income taxes from GECO included in the Company's consolidated results for the three months ended March 31, 2019 were $2,477 and $333 , respectively. The GECO results include expenses resulting from purchase accounting which include amortization of intangible assets and inventory step-up. G ERMANE S YSTEMS A QUISITION On July 31, 2018, the Company announced that it had entered into a membership interest purchase agreement (the "Purchase Agreement") and acquired Germane Systems, LC (“Germane”) pursuant to the terms of the Purchase Agreement. Based in Chantilly, Virginia, Germane is an industry leader in the design, development and manufacturing of rugged servers, computers and storage systems for command, control and intelligence (“C2I”) applications. The Company acquired Germane for an all cash purchase price of $45,000 , subject to net working capital and net debt adjustments. The Company funded the acquisition with borrowings obtained under the Revolver. On December 12, 2018 the Company and former owners of Germane agreed to post-closing adjustments totaling $1,244 , which decreased the Company's net purchase price. The following table presents the net purchase price and the fair values of the assets and liabilities of Germane on a preliminary basis: Amounts Consideration transferred Cash paid at closing $ 47,166 Working capital and net debt adjustment (1,244 ) Less cash acquired (193 ) Net purchase price $ 45,729 Estimated fair value of tangible assets acquired and liabilities assumed Cash $ 193 Accounts receivable 4,277 Inventory 8,575 Fixed assets 867 Other current and non-current assets 596 Accounts payable (3,146 ) Accrued expenses (1,229 ) Other current and non-current liabilities (232 ) Estimated fair value of net tangible assets acquired 9,901 Estimated fair value of identifiable intangible assets 12,910 Estimated goodwill 23,111 Estimated fair value of net assets acquired 45,922 Less cash acquired (193 ) Net purchase price $ 45,729 The amounts above represent the preliminary fair value estimates as of March 31, 2019 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimates include customer relationships of $8,500 with a useful life of 11 years, developed technology of $4,200 with a useful life of eight years and backlog of $210 with a useful life of one year . Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill. The goodwill of $23,111 largely reflects the potential synergies and expansion of the Company's offerings across product lines and markets complementary to the Company's existing products and markets. The goodwill from this acquisition is reported under the Mercury Defense Systems (“MDS”) reporting unit. Since Germane was a limited liability company, the acquisition is treated as an asset purchase for tax purposes. The Company has estimated the tax value of the intangible assets from this transaction and is amortizing the amount over 15 years for tax purposes. As of March 31, 2019 , the Company had $22,402 of goodwill deductible for tax purposes. The Company has not furnished pro forma information relating to Germane because such information is not material to the Company's financial results. The revenues and income before income taxes from Germane included in the Company's consolidated results for the three months ended March 31, 2019 were $12,707 and $1,159 , respectively. The revenues and income before income taxes from Germane included in the Company's consolidated results for the nine months ended March 31, 2019 were $34,756 and $2,065 , respectively. The Germane results include expenses resulting from purchase accounting which include amortization of intangible assets and inventory step-up. T HEMIS C OMPUTER A QUISITION On December 21, 2017, the Company and Thunderbird Merger Sub, Inc., a newly formed, wholly-owned subsidiary of the Company (the “Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”) with Ceres Systems (“Ceres”), the holding company that owned Themis Computer (“Themis”, and together with Ceres, collectively the “Acquired Company”). On February 1, 2018, the Company closed the transaction and the Merger Sub merged with and into Ceres with Ceres continuing as the surviving company and a wholly-owned subsidiary of Mercury (the “Merger”). By operation of the Merger, the Company acquired both Ceres and its wholly-owned subsidiary, Themis. Based in Fremont, California, Themis is a leading designer, manufacturer and integrator of commercial, SWaP-optimized rugged servers, computers and storage systems for U.S. and international markets. Under the terms of the Merger Agreement, the merger consideration (including payments with respect to outstanding stock options) consisted of an all cash purchase price of approximately $180,000 . The merger consideration is subject to post-closing adjustments based on a determination of closing net working capital, transaction expenses and net debt (all as defined in the Merger Agreement). The Company funded the acquisition with borrowings obtained under the Revolver. On July 13, 2018, the Company and former owners of Ceres agreed to post-closing adjustments totaling $700 , which decreased the Company's net purchase price. The following table presents the net purchase price and the fair values of the assets and liabilities of Themis: Amounts Consideration transferred Cash paid at closing $ 187,089 Working capital and net debt adjustment (1,274 ) Less cash acquired (6,810 ) Net purchase price $ 179,005 Fair value of tangible assets acquired and liabilities assumed Cash $ 6,810 Accounts receivable 7,713 Inventory 7,333 Fixed assets 479 Other current and non-current assets 2,896 Accounts payable (3,287 ) Accrued expenses (5,319 ) Other current and non-current liabilities (1,210 ) Deferred tax liability (14,307 ) Fair value of net tangible assets acquired 1,108 Fair value of identifiable intangible assets 71,720 Goodwill 112,987 Fair value of net assets acquired 185,815 Less cash acquired (6,810 ) Net purchase price $ 179,005 On February 1, 2019, the measurement period for Themis expired. The identifiable intangible asset estimates include customer relationships of $52,600 with a useful life of 12.5 years, developed technology of $17,150 with a useful life of 9.5 years and backlog of $1,970 with a useful life of one year . The goodwill of $112,987 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at March 31, 2019 : Fair Value Measurements March 31, 2019 Level 1 Level 2 Level 3 Assets: Certificates of deposit $ 31,335 $ — $ 31,335 $ — Total assets measured at fair value $ 31,335 $ — $ 31,335 $ — Liabilities: Interest rate swap $ 2,945 $ — $ 2,945 $ — Total liabilities measured at fair value $ 2,945 $ — $ 2,945 $ — |
Inventory
Inventory | 9 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory is stated at the lower of cost (first-in, first-out) or net realizable value, and consists of materials, labor and overhead. On a quarterly basis, the Company uses consistent methodologies to evaluate inventory for net realizable value. Once an item is written down, the value becomes the new inventory cost basis. The Company reduces the value of inventory for excess and obsolete inventory, consisting of on-hand inventory in excess of estimated usage. The excess and obsolete inventory evaluation is based upon assumptions about future demand, historical usage, product mix and possible alternative uses. Inventory was comprised of the following: March 31, 2019 June 30, 2018 Raw materials $ 82,858 $ 61,748 Work in process 36,472 30,841 Finished goods 12,325 15,996 Total $ 131,655 $ 108,585 |
Goodwill
Goodwill | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table sets forth the changes in the carrying amount of goodwill by reporting unit for the nine months ended March 31, 2019 : SMP AMS MDS Total Balance at June 30, 2018 $ 119,560 $ 218,147 $ 159,735 $ 497,442 Goodwill adjustment for the Themis acquisition — — 139 139 Goodwill arising from the Germane acquisition — — 23,111 23,111 Goodwill arising from the GECO acquisition 22,823 — — 22,823 Balance at March 31, 2019 $ 142,383 $ 218,147 $ 182,985 $ 543,515 In the nine months ended March 31, 2019 , there were no triggering events, as defined by ASC 350, Intangibles - Goodwill and Other |
Restructuring
Restructuring | 9 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The following table presents the detail of activity for the Company’s restructuring plans: Severance & Facilities Total Restructuring liability at June 30, 2018 $ 1,801 $ — $ 1,801 Restructuring and other charges 549 80 629 Cash paid (2,287 ) (24 ) (2,311 ) Reversals(*) — (56 ) (56 ) Restructuring liability at March 31, 2019 $ 63 $ — $ 63 (*) Reversals result from the unused outplacement services and operating costs. During the nine months ended March 31, 2019 , the Company incurred net restructuring and other charges of $573 . The increase was primarily driven by severance costs associated with the recently acquired Germane business. Restructuring and other charges are typically related to acquisitions and organizational redesign programs initiated as part of discrete post-acquisition integration activities. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was enacted by the U.S. government. The Tax Act has impacted the U.S. statutory Federal tax rate that the Company will use going forward, which has been reduced to 21% from 35% . The Tax Act also introduced a modified territorial tax system and a minimum tax on certain foreign earnings for tax years beginning after December 31, 2017. The Company recorded an income tax provision of $5,357 and $2,209 on income from operations before income taxes of $19,466 and $5,905 for the three months ended March 31, 2019 and 2018, respectively. The Company recorded an income tax provision of $12,969 and an income tax benefit of $4,837 on income from operations before income taxes of $46,940 and $25,945 for the nine months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2019 and 2018, the Company recognized a discrete tax benefit of $143 and $96 , respectively, related to excess tax benefits on stock-based compensation. The effective tax rate for the three months ended March 31, 2019 and 2018 differed from the Federal statutory rate primarily due to Federal research and development credits, excess tax benefits related to stock compensation, a modified territorial tax system and a minimum tax on certain foreign earnings, and state taxes. During the nine months ended March 31, 2019 and 2018, the Company recognized a discrete tax benefit of $1,858 and $7,675 , respectively, related to excess tax benefits on stock-based compensation. The effective tax rate for the nine months ended March 31, 2019 and 2018 differed from the Federal statutory rate primarily due to Federal research and development credits, excess tax benefits related to stock compensation, a modified territorial tax system and a minimum tax on certain foreign earnings, and state taxes. On August 21, 2018, the Internal Revenue Service ("IRS") provided initial guidance on amendments made to the limitation on executive compensation by the Tax Act. During the three months ended September 30, 2018, the Company recorded an adjustment to its unrecognized tax positions of $1,711 |
Debt
Debt | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt R EVOLVING C REDIT F ACILITY On September 28, 2018, the Company amended the Revolver to increase and extend the borrowing capacity to a $750,000 , 5 -year revolving credit line, with the maturity extended to September 28, 2023. As of March 31, 2019 , the Company's outstanding balance of unamortized deferred financing costs was $6,049 , which is being amortized to other income (expense), net on a straight line basis over the new term of the Revolver. The Company drew $45,000 and $36,500 from the Revolver to facilitate the acquisitions of Germane and GECO, respectively. As of March 31, 2019, the Company was in compliance with all covenants and conditions under the Revolver and there were outstanding borrowings of $276,500 against the Revolver, resulting in interest expense of $2,473 and $6,928 for the three and nine months ended March 31, 2019 , respectively. There were outstanding letters of credit of $2,300 as of March 31, 2019 |
Employee Benefit Plan Employee
Employee Benefit Plan Employee Benefit Plan | 9 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan P ENSION P LAN The Company maintains a defined benefit pension plan (the "Plan") for its Swiss employees, which is administered by an independent pension fund. The Plan is mandated by Swiss law and meets the criteria for a defined benefit plan under ASC 715, Compensation—Retirement Benefits (“ASC 715”), because participants of the Plan are entitled to a defined rate of return on contributions made. The independent pension fund is a multi-employer plan with unrestricted joint liability for all participating companies for which the Plan’s overfunding or underfunding is allocated to each participating company based on an allocation key determined by the Plan. The Company recognizes a net asset or liability for the Plan equal to the difference between the projected benefit obligation of the Plan and the fair value of the Plan’s assets as required by ASC 715. The funded status may vary from year to year due to changes in the fair value of the Plan’s assets and variations on the underlying assumptions of the projected benefit obligation of the Plan. The Plan's funded status at March 31, 2019 was a net liability of $6,271 , which is recorded in other non-current liabilities on the Consolidated Balance Sheet. The Company recorded a net loss of $15 and $45 in AOCI during the three and nine months ended March 31, 2019 , respectively. The Company recorded a net gain of $5 and $45 in AOCI during the three and nine months ended March 31, 2018, respectively. The Company recognized net periodic benefit costs of $197 and $599 associated with the Plan for the three and nine months ended March 31, 2019, respectively. The Company recognized net periodic benefit costs of $213 and $620 associated with the Plan for the three and nine months ended March 31, 2018, respectively. The Company's total expected employer contributions to the Plan during fiscal 2019 are $642 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation S TOCK I NCENTIVE P LANS The Board of Directors approved the Company’s 2018 Stock Incentive Plan (the “2018 Plan”) on July 23, 2018. The 2018 Plan became effective upon the approval of shareholders at the Company’s annual meeting held on October 24, 2018. The aggregate number of shares authorized for issuance under the 2018 Plan is 2,862 shares, with an additional 710 shares rolled into the 2018 Plan that were available for future grant under the Company’s 2005 Stock Incentive Plan, as amended and restated (the “2005 Plan”) at the time of shareholder approval of the 2018 Plan. The 2018 Plan replaced the 2005 Plan. The shares authorized for issuance under the 2018 Plan will be increased by any future cancellations, forfeitures or terminations (other than by exercise) of awards under the 2005 Plan. The foregoing does not affect any outstanding awards under the 2005 Plan, which remain in full force and effect in accordance with their terms. The 2018 Plan provides for the grant of non-qualified and incentive stock options, restricted stock, stock appreciation rights and deferred stock awards to employees and non-employees. All stock options are granted with an exercise price of not less than 100% of the fair value of the Company’s common stock at the date of grant and the options generally have a term of seven years . There were 3,528 shares available for future grant under the 2018 Plan at March 31, 2019 . As part of the Company's ongoing annual equity grant program for employees, the Company grants performance-based restricted stock awards to certain executives and employees pursuant to the 2018 Plan. Performance awards vest based on the requisite service period subject to the achievement of specific financial performance targets. Based on the performance targets, some of these awards require graded vesting which results in more rapid expense recognition compared to traditional time-based vesting over the same vesting period. The Company monitors the probability of achieving the performance targets on a quarterly basis and may adjust periodic stock compensation expense accordingly based on its determination of the likelihood for reaching targets. The performance targets include: (i) the achievement of internal performance targets only, and (ii) the achievement of internal performance targets in relation to a peer group of companies. E MPLOYEE S TOCK P URCHASE P LAN The aggregate number of shares authorized for issuance under the Company’s 1997 Employee Stock Purchase Plan, as amended and restated (“ESPP”), is 1,800 shares. Under the ESPP, rights are granted to purchase shares of common stock at 85% of the lesser of the market value of such shares at either the beginning or the end of each six-month offering period. The ESPP permits employees to purchase common stock through payroll deductions, which may not exceed 10% of an employee’s compensation as defined in the ESPP. There were 51 and 39 shares issued under the ESPP during the nine months ended March 31, 2019 and 2018, respectively. Shares available for future purchase under the ESPP totaled 169 at March 31, 2019 |
Stock-Based Compensation | Stock-Based Compensation S TOCK I NCENTIVE P LANS The Board of Directors approved the Company’s 2018 Stock Incentive Plan (the “2018 Plan”) on July 23, 2018. The 2018 Plan became effective upon the approval of shareholders at the Company’s annual meeting held on October 24, 2018. The aggregate number of shares authorized for issuance under the 2018 Plan is 2,862 shares, with an additional 710 shares rolled into the 2018 Plan that were available for future grant under the Company’s 2005 Stock Incentive Plan, as amended and restated (the “2005 Plan”) at the time of shareholder approval of the 2018 Plan. The 2018 Plan replaced the 2005 Plan. The shares authorized for issuance under the 2018 Plan will be increased by any future cancellations, forfeitures or terminations (other than by exercise) of awards under the 2005 Plan. The foregoing does not affect any outstanding awards under the 2005 Plan, which remain in full force and effect in accordance with their terms. The 2018 Plan provides for the grant of non-qualified and incentive stock options, restricted stock, stock appreciation rights and deferred stock awards to employees and non-employees. All stock options are granted with an exercise price of not less than 100% of the fair value of the Company’s common stock at the date of grant and the options generally have a term of seven years . There were 3,528 shares available for future grant under the 2018 Plan at March 31, 2019 . As part of the Company's ongoing annual equity grant program for employees, the Company grants performance-based restricted stock awards to certain executives and employees pursuant to the 2018 Plan. Performance awards vest based on the requisite service period subject to the achievement of specific financial performance targets. Based on the performance targets, some of these awards require graded vesting which results in more rapid expense recognition compared to traditional time-based vesting over the same vesting period. The Company monitors the probability of achieving the performance targets on a quarterly basis and may adjust periodic stock compensation expense accordingly based on its determination of the likelihood for reaching targets. The performance targets include: (i) the achievement of internal performance targets only, and (ii) the achievement of internal performance targets in relation to a peer group of companies. E MPLOYEE S TOCK P URCHASE P LAN The aggregate number of shares authorized for issuance under the Company’s 1997 Employee Stock Purchase Plan, as amended and restated (“ESPP”), is 1,800 shares. Under the ESPP, rights are granted to purchase shares of common stock at 85% of the lesser of the market value of such shares at either the beginning or the end of each six-month offering period. The ESPP permits employees to purchase common stock through payroll deductions, which may not exceed 10% of an employee’s compensation as defined in the ESPP. There were 51 and 39 shares issued under the ESPP during the nine months ended March 31, 2019 and 2018, respectively. Shares available for future purchase under the ESPP totaled 169 at March 31, 2019 . S TOCK O PTION AND A WARD A CTIVITY The following table summarizes activity of the Company’s stock option plans since June 30, 2018 : Options Outstanding Number of Weighted Average Weighted Average Outstanding at June 30, 2018 4 $ 5.52 3.13 Granted — — Exercised — — Canceled — — Outstanding at March 31, 2019 4 $ 5.52 2.38 The following table summarizes the status of the Company’s non-vested restricted stock awards since June 30, 2018 : Non-vested Restricted Stock Awards Number of Weighted Average Outstanding at June 30, 2018 1,135 $ 27.26 Granted 407 49.89 Vested (439 ) 49.76 Forfeited (55 ) 33.85 Outstanding at March 31, 2019 1,048 $ 39.48 S TOCK - BASED C OMPENSATION E XPENSE The Company recognizes expense for its share-based payment plans in the Consolidated Statements of Operations and Comprehensive Income in accordance with ASC 718, Compensation - Stock Compensation ("ASC 718"). The Company had $317 of capitalized stock-based compensation expense on the Consolidated Balance Sheets for both March 31, 2019 and June 30, 2018. Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the service period, net of estimated forfeitures. The following table presents share-based compensation expenses included in the Company’s Consolidated Statements of Operations and Comprehensive Income: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Cost of revenues $ 188 $ 169 $ 599 $ 364 Selling, general and administrative 4,039 2,929 12,465 11,175 Research and development 646 499 1,772 1,506 Stock-based compensation expense before tax 4,873 3,597 14,836 13,045 Income taxes (1,316 ) (1,187 ) (4,006 ) (4,305 ) Stock-based compensation expense, net of income taxes $ 3,557 $ 2,410 $ 10,830 $ 8,740 |
Operating Segment, Geographic I
Operating Segment, Geographic Information and Significant Customers | 9 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Operating Segment, Geographic Information and Significant Customers | Operating Segment, Geographic Information and Significant Customers Operating segments are defined as components of an enterprise evaluated regularly by the Company's chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company is comprised of one operating and reportable segment. The Company utilized the management approach for determining its operating segment in accordance with ASC 280, Segment Reporting . The geographic distribution of the Company’s revenues as determined by order origination based on the country in which the Company's legal subsidiary is domiciled is summarized as follows: U.S. Europe Asia Pacific Eliminations Total THREE MONTHS ENDED MARCH 31, 2019 Net revenues to unaffiliated customers $ 158,715 $ 15,280 $ 641 $ — $ 174,636 Inter-geographic revenues 2,984 314 — (3,298 ) — Net revenues $ 161,699 $ 15,594 $ 641 $ (3,298 ) $ 174,636 THREE MONTHS ENDED MARCH 31, 2018 Net revenues to unaffiliated customers $ 105,989 $ 8,611 $ 1,736 $ — $ 116,336 Inter-geographic revenues 1,621 235 — (1,856 ) — Net revenues $ 107,610 $ 8,846 $ 1,736 $ (1,856 ) $ 116,336 NINE MONTHS ENDED MARCH 31, 2019 Net revenues to unaffiliated customers $ 435,733 $ 39,918 $ 2,130 $ — $ 477,781 Inter-geographic revenues 5,434 1,017 — (6,451 ) — Net revenues $ 441,167 $ 40,935 $ 2,130 $ (6,451 ) $ 477,781 NINE MONTHS ENDED MARCH 31, 2018 Net revenues to unaffiliated customers $ 309,391 $ 25,506 $ 5,420 $ — $ 340,317 Inter-geographic revenues 6,537 300 — (6,837 ) — Net revenues $ 315,928 $ 25,806 $ 5,420 $ (6,837 ) $ 340,317 Effective July 1, 2018, the Company adopted the requirements of ASC 606 using the retrospective method. As previously mentioned, such adoption did not have a material impact to the Company's consolidated financial statements. The following tables present disaggregated revenue consistent with the Company's strategy of expanding its technological capabilities and program content. As additional information related to the Company’s products by end user, application and/or product grouping is attained, the categorization of these products can vary over time. When this occurs, the Company reclassifies revenue by end user, application and/or product grouping for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each revenue category. The following table below presents the Company's net revenue by end user for the periods presented: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Domestic (1) $ 153,634 $ 94,369 $ 427,119 $ 274,016 International/Foreign Military Sales (2) 21,002 21,967 50,662 66,301 Total Net Revenue $ 174,636 $ 116,336 $ 477,781 $ 340,317 (1) Domestic revenues consist of sales where the end user is within the U.S., as well as sales to prime defense contractor customers where the ultimate end user location is not defined. (2) International/Foreign Military Sales consist of sales to U.S. prime defense contractor customers where the end user is known to be outside the U.S., foreign military sales through the U.S. government, and direct sales to non-U.S. based customers intended for end use outside of the U.S. The following table below presents the Company's net revenue by end application for the periods presented: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Radar (1) $ 40,674 $ 37,262 $ 123,661 $ 118,480 Electronic Warfare (2) 36,569 19,531 86,320 76,950 Other Sensor & Effector (3) 28,364 14,403 63,477 35,144 Total Sensor & Effector 105,607 71,196 273,458 230,574 C4I (4) 46,217 26,593 137,717 52,981 Other (5) 22,812 18,547 66,606 56,762 Total Net Revenue $ 174,636 $ 116,336 $ 477,781 $ 340,317 (1) Radar includes end-use applications where radio frequency signals are utilized to detect, track, and identify objects. (2) Electronic Warfare includes end-use applications comprising the offensive and defensive use of the electromagnetic spectrum. (3) Other Sensor & Effector products include all Sensor & Effector end markets other than Radar and Electronic Warfare. (4) C4I includes rugged secure rackmount servers that are designed to drive the most powerful military processing applications. (5) Other products include all component and other sales where the end use is not specified. The following table below presents the Company's net revenue by product grouping for the periods presented: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Components (1) $ 52,372 $ 30,022 $ 133,686 $ 102,742 Modules and Sub-assemblies (2) 36,153 42,121 130,142 131,581 Integrated Subsystems (3) 86,111 44,193 213,953 105,994 Total Net Revenue $ 174,636 $ 116,336 $ 477,781 $ 340,317 (1) Components include technology elements typically performing a single, discrete technological function, which when physically combined with other components may be used to create a module or sub-assembly. Examples include but are not limited to power amplifiers and limiters, switches, oscillators, filters, equalizers, digital and analog converters, chips, MMICs (monolithic microwave integrated circuits), and memory and storage devices. (2) Modules and Sub-assemblies include combinations of multiple functional technology elements and/or components that work together to perform multiple functions but are typically resident on or within a single board or housing. Modules and sub-assemblies may in turn be combined to form an integrated subsystem. Examples of modules and sub-assemblies include but are not limited to embedded processing modules, embedded processing boards, switch fabric boards, high speed input/output boards, digital receiver boards, graphics and video processing and Ethernet and IO (input-output) boards, multi-chip modules, integrated radio frequency and microwave multi-function assemblies, tuners, and transceivers. (3) Integrated Subsystems include multiple modules and/or sub-assemblies combined with a backplane or similar functional element and software to enable a solution. These are typically but not always integrated within a chassis and with cooling, power and other elements to address various requirements and are also often combined with additional technologies for interaction with other parts of a complete system or platform. Integrated subsystems also include spare and replacement modules and sub-assemblies sold as part of the same program for use in or with integrated subsystems sold by the Company. The geographic distribution of the Company’s long-lived assets is summarized as follows: U.S. Europe Asia Pacific Eliminations Total March 31, 2019 $ 51,083 $ 4,760 $ 14 $ — $ 55,857 June 30, 2018 $ 47,997 $ 2,974 $ 9 $ — $ 50,980 Identifiable long-lived assets exclude goodwill and intangible assets. Customers comprising 10% or more of the Company’s revenues for the periods shown below are as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Lockheed Martin Corporation 24 % 17 % 16 % 19 % Raytheon Company 19 % 21 % 21 % 19 % Northrop Grumman Corporation * * * 10 % 43 % 38 % 37 % 48 % * Indicates that the amount is less than 10% of the Company’s revenues for the respective period. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies L EGAL C LAIMS The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of its business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s cash flows, results of operations, or financial position. I NDEMNIFICATION O BLIGATIONS The Company’s standard product sales and license agreements entered into in the ordinary course of business typically contain an indemnification provision pursuant to which the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party in connection with any patent, copyright or other intellectual property infringement claim by any third party with respect to the Company’s products. Such provisions generally survive termination or expiration of the agreements. The potential amount of future payments the Company could be required to make under these indemnification provisions is, in some instances, unlimited. P URCHASE C OMMITMENTS As of March 31, 2019 , the Company has entered into non-cancelable purchase commitments for certain inventory components and services used in its normal operations. The purchase commitments covered by these agreements are for less than one year and aggregate to $76,328 . O THER As part of the Company's strategy for growth, the Company continues to explore acquisitions or strategic alliances. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from the date of the Consolidated Balance Sheet through the date the consolidated financial statements were issued. On April 18, 2019, the Company acquired The Athena Group, Inc. ("Athena") and Syntonic Microwave LLC ("Syntonic") for a combined total purchase price of $46,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Revenue Recognition, Deferred Revenue [Policy Text Block] | R EVENUE R ECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , (“ASC 606”), which was adopted on July 1, 2018, using the retrospective method. Revenue is recognized in accordance with the five step model set forth by ASC 606, which involves identification of the contract(s), identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations, and revenue recognition as the performance obligations are satisfied. The adoption of ASC 606 did not have a material impact to the amount or timing of revenue recognition related to the Company's legacy accounting methods for contracts including ship and bill, multiple-deliverable, and contract accounting. Such adoption did not have a material impact, individually or in the aggregate, to any amounts in the Company's Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Shareholders’ Equity or Consolidated Statements of Cash Flows. Refer to Note L for disaggregation of revenue for the period. During step one of the five step model, the Company considers whether contracts should be combined or segmented, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment also is involved in determining whether a single contract or group of contracts may be segmented based on how the arrangement and the related performance criteria were negotiated. The decision to combine a group of contracts or segment a contract could change the amount of revenue and gross profit recorded in a given period. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. Certain contracts with customers require the Company to perform tests of its products prior to shipment to ensure their performance complies with the Company’s published product specifications and, on occasion, with additional customer-requested specifications. In these cases, the Company conducts such tests and, if they are completed successfully, includes a written confirmation with each order shipped. As a result, at the time of each product shipment, the Company believes that no further customer testing requirements exist and that there is no uncertainty of acceptance by its customer. The Company's contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. The Company is a leading provider of secure sensor and safety-critical mission processing subsystems. Revenues are derived from the sales of products that are grouped into one of the following three categories: (i) components; (ii) modules and sub-assemblies; and (iii) integrated subsystems. The Company also generates revenues from the performance of services, including systems engineering support, consulting, maintenance and other support, testing and installation. Each promised good or service within a contract is accounted for separately under the guidance of ASC 606 if they are distinct, i.e., if a good or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Promised goods or services not meeting the criteria for being a distinct performance obligation are bundled into a single performance obligation with other goods or services that together meet the criteria for being distinct. The appropriate allocation of the transaction price and recognition of revenue is then determined for the bundled performance obligation. Once the Company identifies the performance obligations, the Company then determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. Variable consideration typically arises due to volume discounts, or other provisions that can either decrease or increase the transaction price. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the method the Company expects to better predict the amount of consideration to which it will be entitled. The determination of the estimates for variable consideration require judgment, and are based on past history with similar contracts and anticipated performance. Further, variable consideration is only included in the determination of the transaction price if it is probable that a significant reversal in the amount of revenue recognized will not occur. There are no constraints on the variable consideration recorded. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation using the standalone selling price of each distinct good or service in the contract. Standalone selling prices of the Company’s goods and services are generally not directly observable. Accordingly, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service. The objective of the expected cost plus a margin approach is to determine the price at which the Company would transact if the product or service were sold by the Company on a standalone basis. The Company's determination of the expected cost plus a margin approach involves the consideration of several factors based on the specific facts and circumstances of each contract. Specifically, the Company considers the cost to produce the deliverable, the anticipated margin on that deliverable, the selling price and profit margin for similar parts, the Company’s ongoing pricing strategy and policies, often based on the price list established and updated by management on a regular basis, the value of any enhancements that have been built into the deliverable and the characteristics of the varying markets in which the deliverable is sold. The Company analyzes the standalone selling prices used in its allocation of transaction price on contracts at least annually. Standalone selling prices will be analyzed on a more frequent basis if a significant change in the Company’s business necessitates a more frequent analysis or if the Company experiences significant variances in its selling prices. Revenue recognized at a point in time generally relates to contracts that include a combination of components, modules and sub-assemblies, integrated subsystems and related system integration or other services. Contracts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 74% and 76% of revenues for the three and nine months ended March 31, 2019, respectively. Contracts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 77% and 78% of revenues for the three and nine months ended March 31, 2018, respectively. Revenue is recognized at a point in time for these products and services (versus over time recognition) due to the following: (i) customers are only able to consume the benefits provided by the Company upon completion of the product or service; (ii) customers do not control the product or service prior to completion; and (iii) the Company does not have an enforceable right to payment at all times for performance completed to date. Accordingly, there is little judgment in determining when control of the good or service transfers to the customer, and revenue is generally recognized upon shipment (for goods) or completion (for services). The Company engages in long-term contracts for development, production and service activities and recognizes revenue for performance obligations over time. These long-term contracts involve the design, development, manufacture, or modification of complex modules and sub-assemblies or integrated subsystems and related services. Revenue is recognized over time, due to the fact that: (i) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; and (ii) the Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. These contracts include both fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material ("T&M") contracts. For long-term contracts, the Company typically leverages the input method, using a cost-to-cost measure of progress. The Company believes that this method represents the most faithful depiction of the Company’s performance because it directly measures value transferred to the customer. Contract estimates and estimates of any variable consideration are based on various assumptions to project the outcome of future events that may span several years. These assumptions include: labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; the performance of subcontractors; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on a fixed-price contract which may cause profit levels to vary from period to period. For cost reimburseable contracts, the Company is reimbursed periodically for allowable costs and is paid a portion of the fee based on contract progress. In the limited instances where the Company enters into T&M contracts, revenue recognized reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other direct billable costs. For T&M contracts, the Company elected to use a practical expedient permitted by ASC 606 whereby revenue is recognized in the amount for which the Company has a right to invoice the customer based on the control transferred to the customer. For all types of contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable. Accounting for long-term contracts requires significant judgment relative to estimating total contract revenues and costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices as well as availability for subcontractor services and materials. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods. Total revenue recognized under long-term contracts over time was 26% and 24% of total revenues for the three and nine months ended March 31, 2019, respectively. Total revenue recognized under long-term contracts over time was 23% and 22% of total revenues for the three and nine months ended March 31, 2018, respectively. The Company generally does not provide its customers with rights of product return other than those related to assurance warranty provisions that permit repair or replacement of defective goods over a period of 12-36 months. The Company accrues for anticipated warranty costs upon product shipment. The Company does not consider activities related to such assurance warranties, if any, to be a separate performance obligation. The Company does offer separately priced extended warranties which generally range from 12 to 36 months that are treated as separate performance obligations. The transaction price allocated to extended warranties is recognized over time in proportion to the costs expected to be incurred in satisfying the obligations under the contract. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component because most contracts have a duration of less than one year and payment is received as progress is made. Many of the Company's long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. |
Basis of Presentation | B ASIS OF P RESENTATION The accompanying consolidated financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America for interim financial information and with the instructions to the Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted pursuant to those rules and regulations; however, in the opinion of management the financial information reflects all adjustments, consisting of adjustments of a normal recurring nature, necessary for fair presentation. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended June 30, 2018 which are contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on August 16, 2018. The results for the three and nine months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year. |
Use of Estimates | U SE OF E STIMATES |
Business Combinations | B USINESS C OMBINATIONS The Company utilizes the acquisition method of accounting under ASC 805, Business Combinations |
Foreign Currency | F OREIGN C URRENCY |
Revenue Recognition | R EVENUE R ECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , (“ASC 606”), which was adopted on July 1, 2018, using the retrospective method. Revenue is recognized in accordance with the five step model set forth by ASC 606, which involves identification of the contract(s), identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations, and revenue recognition as the performance obligations are satisfied. The adoption of ASC 606 did not have a material impact to the amount or timing of revenue recognition related to the Company's legacy accounting methods for contracts including ship and bill, multiple-deliverable, and contract accounting. Such adoption did not have a material impact, individually or in the aggregate, to any amounts in the Company's Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Shareholders’ Equity or Consolidated Statements of Cash Flows. Refer to Note L for disaggregation of revenue for the period. During step one of the five step model, the Company considers whether contracts should be combined or segmented, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment also is involved in determining whether a single contract or group of contracts may be segmented based on how the arrangement and the related performance criteria were negotiated. The decision to combine a group of contracts or segment a contract could change the amount of revenue and gross profit recorded in a given period. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. Certain contracts with customers require the Company to perform tests of its products prior to shipment to ensure their performance complies with the Company’s published product specifications and, on occasion, with additional customer-requested specifications. In these cases, the Company conducts such tests and, if they are completed successfully, includes a written confirmation with each order shipped. As a result, at the time of each product shipment, the Company believes that no further customer testing requirements exist and that there is no uncertainty of acceptance by its customer. The Company's contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. The Company is a leading provider of secure sensor and safety-critical mission processing subsystems. Revenues are derived from the sales of products that are grouped into one of the following three categories: (i) components; (ii) modules and sub-assemblies; and (iii) integrated subsystems. The Company also generates revenues from the performance of services, including systems engineering support, consulting, maintenance and other support, testing and installation. Each promised good or service within a contract is accounted for separately under the guidance of ASC 606 if they are distinct, i.e., if a good or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Promised goods or services not meeting the criteria for being a distinct performance obligation are bundled into a single performance obligation with other goods or services that together meet the criteria for being distinct. The appropriate allocation of the transaction price and recognition of revenue is then determined for the bundled performance obligation. Once the Company identifies the performance obligations, the Company then determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. Variable consideration typically arises due to volume discounts, or other provisions that can either decrease or increase the transaction price. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the method the Company expects to better predict the amount of consideration to which it will be entitled. The determination of the estimates for variable consideration require judgment, and are based on past history with similar contracts and anticipated performance. Further, variable consideration is only included in the determination of the transaction price if it is probable that a significant reversal in the amount of revenue recognized will not occur. There are no constraints on the variable consideration recorded. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation using the standalone selling price of each distinct good or service in the contract. Standalone selling prices of the Company’s goods and services are generally not directly observable. Accordingly, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service. The objective of the expected cost plus a margin approach is to determine the price at which the Company would transact if the product or service were sold by the Company on a standalone basis. The Company's determination of the expected cost plus a margin approach involves the consideration of several factors based on the specific facts and circumstances of each contract. Specifically, the Company considers the cost to produce the deliverable, the anticipated margin on that deliverable, the selling price and profit margin for similar parts, the Company’s ongoing pricing strategy and policies, often based on the price list established and updated by management on a regular basis, the value of any enhancements that have been built into the deliverable and the characteristics of the varying markets in which the deliverable is sold. The Company analyzes the standalone selling prices used in its allocation of transaction price on contracts at least annually. Standalone selling prices will be analyzed on a more frequent basis if a significant change in the Company’s business necessitates a more frequent analysis or if the Company experiences significant variances in its selling prices. Revenue recognized at a point in time generally relates to contracts that include a combination of components, modules and sub-assemblies, integrated subsystems and related system integration or other services. Contracts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 74% and 76% of revenues for the three and nine months ended March 31, 2019, respectively. Contracts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 77% and 78% of revenues for the three and nine months ended March 31, 2018, respectively. Revenue is recognized at a point in time for these products and services (versus over time recognition) due to the following: (i) customers are only able to consume the benefits provided by the Company upon completion of the product or service; (ii) customers do not control the product or service prior to completion; and (iii) the Company does not have an enforceable right to payment at all times for performance completed to date. Accordingly, there is little judgment in determining when control of the good or service transfers to the customer, and revenue is generally recognized upon shipment (for goods) or completion (for services). The Company engages in long-term contracts for development, production and service activities and recognizes revenue for performance obligations over time. These long-term contracts involve the design, development, manufacture, or modification of complex modules and sub-assemblies or integrated subsystems and related services. Revenue is recognized over time, due to the fact that: (i) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; and (ii) the Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. These contracts include both fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material ("T&M") contracts. For long-term contracts, the Company typically leverages the input method, using a cost-to-cost measure of progress. The Company believes that this method represents the most faithful depiction of the Company’s performance because it directly measures value transferred to the customer. Contract estimates and estimates of any variable consideration are based on various assumptions to project the outcome of future events that may span several years. These assumptions include: labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; the performance of subcontractors; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on a fixed-price contract which may cause profit levels to vary from period to period. For cost reimburseable contracts, the Company is reimbursed periodically for allowable costs and is paid a portion of the fee based on contract progress. In the limited instances where the Company enters into T&M contracts, revenue recognized reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other direct billable costs. For T&M contracts, the Company elected to use a practical expedient permitted by ASC 606 whereby revenue is recognized in the amount for which the Company has a right to invoice the customer based on the control transferred to the customer. For all types of contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable. Accounting for long-term contracts requires significant judgment relative to estimating total contract revenues and costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices as well as availability for subcontractor services and materials. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods. Total revenue recognized under long-term contracts over time was 26% and 24% of total revenues for the three and nine months ended March 31, 2019, respectively. Total revenue recognized under long-term contracts over time was 23% and 22% of total revenues for the three and nine months ended March 31, 2018, respectively. The Company generally does not provide its customers with rights of product return other than those related to assurance warranty provisions that permit repair or replacement of defective goods over a period of 12-36 months. The Company accrues for anticipated warranty costs upon product shipment. The Company does not consider activities related to such assurance warranties, if any, to be a separate performance obligation. The Company does offer separately priced extended warranties which generally range from 12 to 36 months that are treated as separate performance obligations. The transaction price allocated to extended warranties is recognized over time in proportion to the costs expected to be incurred in satisfying the obligations under the contract. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component because most contracts have a duration of less than one year and payment is received as progress is made. Many of the Company's long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. All revenues are reported net of government assessed taxes (e.g., sales taxes or value-added taxes). A CCOUNTS R ECEIVABLE Accounts receivable, net, represents amounts that have been billed and are currently due from customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The Company provides credit to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended as necessary. The allowance is based upon an assessment of the customers' credit worthiness, history with the customer, and the age of the receivable balance. The Company typically invoices a customer upon shipment of the product (or completion of a service) for contracts where revenue is recognized at a point in time. For contracts where revenue is recognized over time, the invoicing events are typically based on specified performance obligation deliverables or milestone events, or quantifiable measures of performance. C OSTS TO O BTAIN AND F ULFILL A C ONTRACT The Company has elected to use a practical expedient available under ASC 606 whereby sales commissions are expensed as incurred for contracts where the amortization period would have been one year or less. The Company has not deferred sales commissions for contracts where the amortization period is greater than one year because such amounts that would qualify for deferral are not significant. The Company has elected to treat shipping and handling activities performed after the customer has obtained control of the related goods as a fulfillment cost. Such costs are accrued for in conjunction with the recording of revenue for the goods and are classified as cost of revenues. C ONTRACT B ALANCES Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract assets are presented as unbilled receivables and costs in excess of billings on the Company’s Consolidated Balance Sheets. Contract liabilities consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers, but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Deferred service revenue primarily represents amounts invoiced to customers for annual maintenance contracts or extended warranty contracts, which are recognized over time in proportion to the costs expected to be incurred in satisfying the obligations under the contract. Customer advances represent deposits received from customers on an order. Contract liabilities are included in deferred revenue and the long-term portion of deferred revenue is included within other non-current liabilities on the Company’s Consolidated Balance Sheets. Contract balances are reported in a net position on a contract-by-contract basis. The contract asset balances were $55,941 and $39,774 as of March 31, 2019 and June 30, 2018, respectively. The contract asset balance increased due to growth in revenue recognized under long-term contracts over time during the nine months ended March 31, 2019. The contract liability balances were $11,572 and $13,425 as of March 31, 2019 and June 30, 2018, respectively. These balances remained consistent period over period. Revenue recognized for the three and nine month period ended March 31, 2019 that was included in the contract liability balance at June 30, 2018 was $1,173 and $10,156 , respectively. R EMAINING P ERFORMANCE O BLIGATIONS The Company has elected to use a practical expedient available under ASC 606 whereby contracts with original expected durations of one year or less are excluded from the remaining performance obligations, while these contracts are included within backlog. The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders. The definition of remaining performance obligations excludes those contracts that provide the customer with the right to cancel or terminate the order with no substantial penalty, even if the Company’s historical experience indicates the likelihood of cancellation or termination is remote. As of March 31, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was $161,976 . The Company expects to recognize approximately 58% |
Weighted-Average Shares | W EIGHTED -A VERAGE S HARES Weighted-average shares were calculated as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Basic weighted-average shares outstanding 47,258 46,844 47,164 46,685 Effect of dilutive equity instruments 700 688 619 788 Diluted weighted-average shares outstanding 47,958 47,532 47,783 47,473 Equity instruments to purchase 11 and 244 shares of common stock were not included in the calculation of diluted net earnings per share for the three and nine months ended March 31, 2019 , respectively, because the equity instruments were anti-dilutive. Equity instruments to purchase 33 and 302 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Accounts Receivable (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Basis of Accounting [Text Block] | A CCOUNTS R ECEIVABLE |
Derivatives (Policies)
Derivatives (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Derivative [Line Items] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | D ERIVATIVES |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basic and Diluted Weighted Average Shares Outstanding | Weighted-average shares were calculated as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Basic weighted-average shares outstanding 47,258 46,844 47,164 46,685 Effect of dilutive equity instruments 700 688 619 788 Diluted weighted-average shares outstanding 47,958 47,532 47,783 47,473 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of the Net Purchase Price and Fair Values of Assets and Liabilities Acquired | The following table presents the net purchase price and the fair values of the assets and liabilities of Germane on a preliminary basis: Amounts Consideration transferred Cash paid at closing $ 47,166 Working capital and net debt adjustment (1,244 ) Less cash acquired (193 ) Net purchase price $ 45,729 Estimated fair value of tangible assets acquired and liabilities assumed Cash $ 193 Accounts receivable 4,277 Inventory 8,575 Fixed assets 867 Other current and non-current assets 596 Accounts payable (3,146 ) Accrued expenses (1,229 ) Other current and non-current liabilities (232 ) Estimated fair value of net tangible assets acquired 9,901 Estimated fair value of identifiable intangible assets 12,910 Estimated goodwill 23,111 Estimated fair value of net assets acquired 45,922 Less cash acquired (193 ) Net purchase price $ 45,729 Amounts Consideration transferred Cash paid at closing $ 36,500 Net purchase price $ 36,500 Estimated fair value of tangible assets acquired and liabilities assumed Accounts receivable $ 1,320 Inventory 1,454 Fixed assets 459 Accounts payable (217 ) Accrued expenses (239 ) Estimated fair value of net tangible assets acquired 2,777 Estimated fair value of identifiable intangible assets 10,900 Estimated goodwill 22,823 Estimated fair value of net assets acquired 36,500 Net purchase price $ 36,500 Amounts Consideration transferred Cash paid at closing $ 187,089 Working capital and net debt adjustment (1,274 ) Less cash acquired (6,810 ) Net purchase price $ 179,005 Fair value of tangible assets acquired and liabilities assumed Cash $ 6,810 Accounts receivable 7,713 Inventory 7,333 Fixed assets 479 Other current and non-current assets 2,896 Accounts payable (3,287 ) Accrued expenses (5,319 ) Other current and non-current liabilities (1,210 ) Deferred tax liability (14,307 ) Fair value of net tangible assets acquired 1,108 Fair value of identifiable intangible assets 71,720 Goodwill 112,987 Fair value of net assets acquired 185,815 Less cash acquired (6,810 ) Net purchase price $ 179,005 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value | The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at March 31, 2019 : Fair Value Measurements March 31, 2019 Level 1 Level 2 Level 3 Assets: Certificates of deposit $ 31,335 $ — $ 31,335 $ — Total assets measured at fair value $ 31,335 $ — $ 31,335 $ — Liabilities: Interest rate swap $ 2,945 $ — $ 2,945 $ — Total liabilities measured at fair value $ 2,945 $ — $ 2,945 $ — |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory was comprised of the following: March 31, 2019 June 30, 2018 Raw materials $ 82,858 $ 61,748 Work in process 36,472 30,841 Finished goods 12,325 15,996 Total $ 131,655 $ 108,585 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The following table sets forth the changes in the carrying amount of goodwill by reporting unit for the nine months ended March 31, 2019 : SMP AMS MDS Total Balance at June 30, 2018 $ 119,560 $ 218,147 $ 159,735 $ 497,442 Goodwill adjustment for the Themis acquisition — — 139 139 Goodwill arising from the Germane acquisition — — 23,111 23,111 Goodwill arising from the GECO acquisition 22,823 — — 22,823 Balance at March 31, 2019 $ 142,383 $ 218,147 $ 182,985 $ 543,515 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Expenses by Reportable Segment for Restructuring Plans | The following table presents the detail of activity for the Company’s restructuring plans: Severance & Facilities Total Restructuring liability at June 30, 2018 $ 1,801 $ — $ 1,801 Restructuring and other charges 549 80 629 Cash paid (2,287 ) (24 ) (2,311 ) Reversals(*) — (56 ) (56 ) Restructuring liability at March 31, 2019 $ 63 $ — $ 63 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Plans | The following table summarizes activity of the Company’s stock option plans since June 30, 2018 : Options Outstanding Number of Weighted Average Weighted Average Outstanding at June 30, 2018 4 $ 5.52 3.13 Granted — — Exercised — — Canceled — — Outstanding at March 31, 2019 4 $ 5.52 2.38 |
Summary of Nonvested Restricted Stock | The following table summarizes the status of the Company’s non-vested restricted stock awards since June 30, 2018 : Non-vested Restricted Stock Awards Number of Weighted Average Outstanding at June 30, 2018 1,135 $ 27.26 Granted 407 49.89 Vested (439 ) 49.76 Forfeited (55 ) 33.85 Outstanding at March 31, 2019 1,048 $ 39.48 |
Stock Based Compensation Expenses | The following table presents share-based compensation expenses included in the Company’s Consolidated Statements of Operations and Comprehensive Income: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Cost of revenues $ 188 $ 169 $ 599 $ 364 Selling, general and administrative 4,039 2,929 12,465 11,175 Research and development 646 499 1,772 1,506 Stock-based compensation expense before tax 4,873 3,597 14,836 13,045 Income taxes (1,316 ) (1,187 ) (4,006 ) (4,305 ) Stock-based compensation expense, net of income taxes $ 3,557 $ 2,410 $ 10,830 $ 8,740 |
Operating Segment, Geographic_2
Operating Segment, Geographic Information and Significant Customers (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Geographic Distribution of Revenues and Long Lived Assets from Continuing Operations | The following table below presents the Company's net revenue by end user for the periods presented: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Domestic (1) $ 153,634 $ 94,369 $ 427,119 $ 274,016 International/Foreign Military Sales (2) 21,002 21,967 50,662 66,301 Total Net Revenue $ 174,636 $ 116,336 $ 477,781 $ 340,317 (1) Domestic revenues consist of sales where the end user is within the U.S., as well as sales to prime defense contractor customers where the ultimate end user location is not defined. (2) International/Foreign Military Sales consist of sales to U.S. prime defense contractor customers where the end user is known to be outside the U.S., foreign military sales through the U.S. government, and direct sales to non-U.S. based customers intended for end use outside of the U.S. The following table below presents the Company's net revenue by end application for the periods presented: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Radar (1) $ 40,674 $ 37,262 $ 123,661 $ 118,480 Electronic Warfare (2) 36,569 19,531 86,320 76,950 Other Sensor & Effector (3) 28,364 14,403 63,477 35,144 Total Sensor & Effector 105,607 71,196 273,458 230,574 C4I (4) 46,217 26,593 137,717 52,981 Other (5) 22,812 18,547 66,606 56,762 Total Net Revenue $ 174,636 $ 116,336 $ 477,781 $ 340,317 (1) Radar includes end-use applications where radio frequency signals are utilized to detect, track, and identify objects. (2) Electronic Warfare includes end-use applications comprising the offensive and defensive use of the electromagnetic spectrum. (3) Other Sensor & Effector products include all Sensor & Effector end markets other than Radar and Electronic Warfare. (4) C4I includes rugged secure rackmount servers that are designed to drive the most powerful military processing applications. (5) Other products include all component and other sales where the end use is not specified. The following table below presents the Company's net revenue by product grouping for the periods presented: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Components (1) $ 52,372 $ 30,022 $ 133,686 $ 102,742 Modules and Sub-assemblies (2) 36,153 42,121 130,142 131,581 Integrated Subsystems (3) 86,111 44,193 213,953 105,994 Total Net Revenue $ 174,636 $ 116,336 $ 477,781 $ 340,317 (1) Components include technology elements typically performing a single, discrete technological function, which when physically combined with other components may be used to create a module or sub-assembly. Examples include but are not limited to power amplifiers and limiters, switches, oscillators, filters, equalizers, digital and analog converters, chips, MMICs (monolithic microwave integrated circuits), and memory and storage devices. (2) Modules and Sub-assemblies include combinations of multiple functional technology elements and/or components that work together to perform multiple functions but are typically resident on or within a single board or housing. Modules and sub-assemblies may in turn be combined to form an integrated subsystem. Examples of modules and sub-assemblies include but are not limited to embedded processing modules, embedded processing boards, switch fabric boards, high speed input/output boards, digital receiver boards, graphics and video processing and Ethernet and IO (input-output) boards, multi-chip modules, integrated radio frequency and microwave multi-function assemblies, tuners, and transceivers. (3) Integrated Subsystems include multiple modules and/or sub-assemblies combined with a backplane or similar functional element and software to enable a solution. These are typically but not always integrated within a chassis and with cooling, power and other elements to address various requirements and are also often combined with additional technologies for interaction with other parts of a complete system or platform. Integrated subsystems also include spare and replacement modules and sub-assemblies sold as part of the same program for use in or with integrated subsystems sold by the Company. The geographic distribution of the Company’s long-lived assets is summarized as follows: U.S. Europe Asia Pacific Eliminations Total March 31, 2019 $ 51,083 $ 4,760 $ 14 $ — $ 55,857 June 30, 2018 $ 47,997 $ 2,974 $ 9 $ — $ 50,980 U.S. Europe Asia Pacific Eliminations Total THREE MONTHS ENDED MARCH 31, 2019 Net revenues to unaffiliated customers $ 158,715 $ 15,280 $ 641 $ — $ 174,636 Inter-geographic revenues 2,984 314 — (3,298 ) — Net revenues $ 161,699 $ 15,594 $ 641 $ (3,298 ) $ 174,636 THREE MONTHS ENDED MARCH 31, 2018 Net revenues to unaffiliated customers $ 105,989 $ 8,611 $ 1,736 $ — $ 116,336 Inter-geographic revenues 1,621 235 — (1,856 ) — Net revenues $ 107,610 $ 8,846 $ 1,736 $ (1,856 ) $ 116,336 NINE MONTHS ENDED MARCH 31, 2019 Net revenues to unaffiliated customers $ 435,733 $ 39,918 $ 2,130 $ — $ 477,781 Inter-geographic revenues 5,434 1,017 — (6,451 ) — Net revenues $ 441,167 $ 40,935 $ 2,130 $ (6,451 ) $ 477,781 NINE MONTHS ENDED MARCH 31, 2018 Net revenues to unaffiliated customers $ 309,391 $ 25,506 $ 5,420 $ — $ 340,317 Inter-geographic revenues 6,537 300 — (6,837 ) — Net revenues $ 315,928 $ 25,806 $ 5,420 $ (6,837 ) $ 340,317 |
Customers Comprising Ten Percent or More Revenues | Customers comprising 10% or more of the Company’s revenues for the periods shown below are as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Lockheed Martin Corporation 24 % 17 % 16 % 19 % Raytheon Company 19 % 21 % 21 % 19 % Northrop Grumman Corporation * * * 10 % 43 % 38 % 37 % 48 % * |
Schedules of Concentration of Risk, by Risk Factor | rograms comprising 10% or more of the Company’s revenues for the three and nine months ended March 31, 2019 and 2018. |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended |
Mar. 31, 2019programcontractor | |
Accounting Policies [Abstract] | |
Number of programs using products and services | program | 300 |
Number of defense prime contractors using products and services | contractor | 25 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Significant Accounting Policies [Line Items] | |||||
Percentage of revenue recognized | 58.00% | ||||
Contract asset balance | $ 55,941,000 | $ 55,941,000 | $ 39,774,000 | ||
Contract liability balance | 11,572,000 | 11,572,000 | $ 13,425,000 | ||
Revenue recognized in the contract liability balance | 1,173,000,000 | 10,156,000,000 | |||
Factored accounts receivable | $ 161,976,000 | $ 161,976,000 | |||
Transferred over Time | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of revenue recognized | 26.00% | 23.00% | 24.00% | 22.00% | |
Ship and bill | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of revenue recognized | 74.00% | 77.00% | 76.00% | 78.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies -Basic and Diluted Weighted Average Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||||
Basic weighted-average shares outstanding (in shares) | 47,258 | 46,844 | 47,164 | 46,685 |
Effect of dilutive equity instruments (in shares) | 700 | 688 | 619 | 788 |
Diluted weighted-average shares outstanding (in shares) | 47,958 | 47,532 | 47,783 | 47,473 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 11 | 33 | 244 | 302 |
GECO Avionics, LLC _Disclosure_
GECO Avionics, LLC [Disclosure] Acquisition (Details) - USD ($) $ in Thousands | Jan. 29, 2019 | Jul. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 543,515 | $ 543,515 | $ 497,442 | |||
GECO Avionics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 36,500 | |||||
Goodwill | $ 22,823 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 22,823 | 22,823 | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 2,477 | |||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 333 | |||||
Germane Systems | ||||||
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 47,166 | |||||
Goodwill | $ 23,111 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 22,402 | 22,402 | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 12,707 | 34,756 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 1,159 | $ 2,065 | ||||
Customer Relationships [Member] | GECO Avionics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |||||
Finite-lived Intangible Assets Acquired | $ 5,500,000 | |||||
Customer Relationships [Member] | Germane Systems | ||||||
Business Acquisition [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |||||
Finite-lived Intangible Assets Acquired | $ 8,500,000 | |||||
Developed Technology Rights [Member] | GECO Avionics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||
Finite-lived Intangible Assets Acquired | $ 4,800,000 | |||||
Developed Technology Rights [Member] | Germane Systems | ||||||
Business Acquisition [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||||
Finite-lived Intangible Assets Acquired | $ 4,200,000 | |||||
Order or Production Backlog [Member] | GECO Avionics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||||
Finite-lived Intangible Assets Acquired | $ 600,000 | |||||
Order or Production Backlog [Member] | Germane Systems | ||||||
Business Acquisition [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | |||||
Finite-lived Intangible Assets Acquired | $ 210,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Jan. 29, 2019 | Jul. 31, 2018 | Feb. 01, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Jul. 18, 2018 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||||||
Estimated fair value of goodwill | $ 543,515 | $ 543,515 | $ 497,442 | |||||
GECO Avionics, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated fair value of goodwill | $ 22,823 | |||||||
Tax deductible goodwill | 22,823 | 22,823 | ||||||
Revenue of acquiree since acquisition date | 2,477 | |||||||
Net income (loss) of acquiree since acquisition date | 333 | |||||||
Estimated fair value of assets acquired | $ 36,500 | |||||||
GECO Avionics, LLC | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 5,500,000 | |||||||
Useful life of acquired assets | 11 years | |||||||
GECO Avionics, LLC | Developed Technology Rights | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 4,800,000 | |||||||
Useful life of acquired assets | 10 years | |||||||
GECO Avionics, LLC | Backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 600,000 | |||||||
Useful life of acquired assets | 2 years | |||||||
Germane Systems | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | $ 45,000,000 | 1,244 | ||||||
Estimated fair value of goodwill | $ 23,111 | |||||||
Acquired goodwill, amortization period | 15 years | |||||||
Tax deductible goodwill | 22,402 | 22,402 | ||||||
Revenue of acquiree since acquisition date | 12,707 | 34,756 | ||||||
Net income (loss) of acquiree since acquisition date | $ 1,159 | $ 2,065 | ||||||
Estimated fair value of assets acquired | $ 45,922 | |||||||
Germane Systems | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 8,500,000 | |||||||
Useful life of acquired assets | 11 years | |||||||
Germane Systems | Developed Technology Rights | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 4,200,000 | |||||||
Useful life of acquired assets | 8 years | |||||||
Germane Systems | Backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 210,000 | |||||||
Useful life of acquired assets | 1 year | |||||||
Themis Computer Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated fair value of goodwill | $ 112,987 | |||||||
Estimated fair value of assets acquired | 185,815 | |||||||
Themis Computer Acquisition | Acquisition-related Costs | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated fair value of assets acquired | $ 700 | |||||||
Themis Computer Acquisition | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 52,600 | |||||||
Useful life of acquired assets | 12 years 6 months | |||||||
Themis Computer Acquisition | Developed Technology Rights | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 17,150 | |||||||
Useful life of acquired assets | 9 years 6 months | |||||||
Themis Computer Acquisition | Backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 1,970 | |||||||
Useful life of acquired assets | 1 year |
Acquisitions - Net Purchase Pri
Acquisitions - Net Purchase Price and Fair Values of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Jan. 29, 2019 | Jul. 31, 2018 | Feb. 01, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 31, 2019 | Jun. 30, 2018 |
Consideration transferred | |||||||
Net purchase price | $ 81,529 | $ 185,396 | |||||
Estimated fair value of tangible assets acquired and liabilities assumed | |||||||
Estimated fair value of goodwill | $ 543,515 | $ 497,442 | |||||
Germane Systems | |||||||
Consideration transferred | |||||||
Cash paid at closing | $ 47,166 | ||||||
Working capital adjustment | (1,244) | ||||||
Cash Acquired from Acquisition | (193) | ||||||
Net purchase price | 45,729 | ||||||
Estimated fair value of tangible assets acquired and liabilities assumed | |||||||
Cash | 193 | ||||||
Accounts receivable and cost in excess of billings | 4,277 | ||||||
Inventory | 8,575 | ||||||
Fixed assets | 867 | ||||||
Other current and non-current assets | 596 | ||||||
Accounts payable | (3,146) | ||||||
Accrued expenses | (1,229) | ||||||
Other current and non-current liabilities | (232) | ||||||
Fair value of net tangible assets acquired | 9,901 | ||||||
Fair value of identifiable intangible assets | 12,910 | ||||||
Estimated fair value of goodwill | 23,111 | ||||||
Estimated fair value of assets acquired | $ 45,922 | ||||||
Germane Systems | |||||||
Consideration transferred | |||||||
Cash paid at closing | $ 36,500 | ||||||
Estimated fair value of tangible assets acquired and liabilities assumed | |||||||
Accounts receivable and cost in excess of billings | $ 1,320 | ||||||
Inventory | 1,454 | ||||||
Fixed assets | 459 | ||||||
Accounts payable | (217) | ||||||
Accrued expenses | (239) | ||||||
Fair value of net tangible assets acquired | 2,777 | ||||||
Fair value of identifiable intangible assets | 10,900 | ||||||
Estimated fair value of goodwill | 22,823 | ||||||
Estimated fair value of assets acquired | $ 36,500 | ||||||
Themis Computer Acquisition | |||||||
Consideration transferred | |||||||
Cash paid at closing | $ 187,089 | ||||||
Working capital adjustment | (1,274) | ||||||
Cash Acquired from Acquisition | (6,810) | ||||||
Net purchase price | 179,005 | ||||||
Estimated fair value of tangible assets acquired and liabilities assumed | |||||||
Cash | 6,810 | ||||||
Accounts receivable and cost in excess of billings | 7,713 | ||||||
Inventory | 7,333 | ||||||
Fixed assets | 479 | ||||||
Other current and non-current assets | 2,896 | ||||||
Accounts payable | (3,287) | ||||||
Accrued expenses | (5,319) | ||||||
Other current and non-current liabilities | (1,210) | ||||||
Deferred tax liabilities | (14,307) | ||||||
Fair value of net tangible assets acquired | 1,108 | ||||||
Fair value of identifiable intangible assets | 71,720 | ||||||
Estimated fair value of goodwill | 112,987 | ||||||
Estimated fair value of assets acquired | $ 185,815 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Detail) - Fair Value - Fair Value, Measurements, Recurring $ in Thousands | Mar. 31, 2019USD ($) |
Assets: | |
Liabilities, Fair Value Disclosure, Recurring | $ 2,945 |
Certificates of deposit | |
Assets: | |
Fair value measurement disclosure | 31,335 |
Level 1 | |
Assets: | |
Liabilities, Fair Value Disclosure, Recurring | 0 |
Level 1 | Certificates of deposit | |
Assets: | |
Fair value measurement disclosure | 0 |
Level 2 | |
Assets: | |
Liabilities, Fair Value Disclosure, Recurring | 2,945 |
Level 2 | Certificates of deposit | |
Assets: | |
Fair value measurement disclosure | 31,335 |
Level 3 | |
Assets: | |
Liabilities, Fair Value Disclosure, Recurring | 0 |
Level 3 | Certificates of deposit | |
Assets: | |
Fair value measurement disclosure | $ 0 |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 82,858 | $ 61,748 |
Work in process | 36,472 | 30,841 |
Finished goods | 12,325 | 15,996 |
Total | $ 131,655 | $ 108,585 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended |
Dec. 31, 2018 | Mar. 31, 2019 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 497,442 | $ 497,442 |
Ending Balance | 543,515 | |
SMP | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 119,560 | 119,560 |
Ending Balance | 142,383 | |
AMS | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 218,147 | 218,147 |
Ending Balance | 218,147 | |
MDS | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 159,735 | 159,735 |
Ending Balance | 182,985 | |
Themis | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 139 | |
Themis | SMP | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 0 | |
Themis | AMS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 0 | |
Themis | MDS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 139 | |
Germane Systems | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 23,111 | |
Germane Systems | SMP | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 0 | |
Germane Systems | AMS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 0 | |
Germane Systems | MDS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | $ 23,111 | |
GECO Avionics, LLC | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 22,823 | |
GECO Avionics, LLC | SMP | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 22,823 | |
GECO Avionics, LLC | AMS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | 0 | |
GECO Avionics, LLC | MDS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisitions | $ 0 |
Restructuring - Expenses by Rep
Restructuring - Expenses by Reportable Segment for Restructuring Plans (Detail) $ in Thousands | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability at June 30, 2018 | $ 1,801 |
Restructuring and other charges | 629 |
Cash paid | (2,311) |
Reversals | (56) |
Restructuring liability at March 31, 2019 | 63 |
Severance & Related | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability at June 30, 2018 | 1,801 |
Restructuring and other charges | 549 |
Cash paid | (2,287) |
Reversals | 0 |
Restructuring liability at March 31, 2019 | 63 |
Facilities & Other | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability at June 30, 2018 | 0 |
Restructuring and other charges | 80 |
Cash paid | (24) |
Reversals | (56) |
Restructuring liability at March 31, 2019 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | ||||
Restructuring expenses | $ 46 | $ 1,384 | $ 573 | $ 1,792 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ 5,357 | $ 2,209 | $ 12,969 | $ (4,837) |
(Loss) income from operations before income taxes | 19,466 | 5,905 | 46,940 | 25,945 |
Excess tax benefits on stock-based compensation | $ 143 | $ 96 | 1,858 | $ 7,675 |
Deferred tax assets, effect of Tax Cuts and Jobs Act, tax expense (benefit) | $ 1,711 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Sep. 28, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 276,500,000 | $ 276,500,000 | $ 195,000,000 | |||
Interest expense | 2,473,000 | $ 999,000 | 6,928,000 | $ 1,101,000 | ||
Amount of outstanding letter of credit | 2,300,000 | 2,300,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 750,000,000 | |||||
Term of revolving credit facility | 5 years | |||||
Long-term debt | 276,500,000 | 276,500,000 | ||||
Interest expense | 2,473,000 | 6,928,000 | ||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 6,049,000 | 6,049,000 | ||||
Germane Systems | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from lines of credit | 45,000,000 | |||||
GECO Avionics, LLC | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from lines of credit | $ 36,500,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension benefit plan, net of tax | $ (15) | $ 5 | $ (45) | $ 45 |
Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost | 197 | $ 213 | 599 | $ 620 |
Fiscal 2019 cash contributions to plan | 642 | 642 | ||
Pension Plan | Other Noncurrent Liabilities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net funded status of plan | $ (6,271) | $ (6,271) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocation of recognized period costs, capitalized amount | $ 317 | |
Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for issuance under stock incentive plan (in shares) | 1,800,000 | |
Shares available for future grant (in shares) | 169,000 | |
Purchase price as a percentage of the lesser of the market value of such shares at either the beginning or the end of each nine-month offering period | 85.00% | |
Percentage of employee compensation that may be uses to purchase common stock through payroll deductions, maximum | 10.00% | |
Granted (in shares) | 51,000 | 39,000 |
2018 Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for issuance under stock incentive plan (in shares) | 2,862,000 | |
Shares available for future grant (in shares) | 3,528,000 | |
2005 Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future grant (in shares) | 710,000 | |
Exercise price of stock option, percentage | 100.00% | |
2005 Stock Incentive Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term of stock option | 7 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Plans (Detail) - Stock Options - $ / shares shares in Thousands | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2019 |
Number of Shares | |||
Outstanding at beginning of period (in shares) | 4 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 0 | ||
Cancelled (in shares) | 0 | ||
Outstanding at end of period (in shares) | 4 | 4 | 4 |
Weighted Average Exercise Price | |||
Outstanding at beginning of period (usd per share) | $ 5.52 | ||
Granted (usd per share) | 0 | ||
Exercised (usd per share) | 0 | ||
Cancelled (usd per share) | $ 0 | ||
Outstanding at end of period (usd per share) | $ 5.52 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Outstanding at end of period | 2 years 4 months 17 days | 3 years 1 month 17 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Nonvested Restricted Stock (Detail) - Restricted Stock shares in Thousands | 9 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Shares | |
Beginning Balance (in shares) | shares | 1,135 |
Granted (in shares) | shares | 407 |
Vested (in shares) | shares | (439) |
Forfeited (in shares) | shares | (55) |
Ending Balance (in shares) | shares | 1,048 |
Weighted Average Grant Date Fair Value | |
Beginning Balance (usd per share) | $ / shares | $ 27.26 |
Granted (usd per share) | $ / shares | 49.89 |
Vested (usd per share) | $ / shares | 49.76 |
Forfeited (usd per share) | $ / shares | 33.85 |
Ending Balance (usd per share) | $ / shares | $ 39.48 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before tax | $ 4,873 | $ 3,597 | $ 14,836 | $ 13,045 |
Income taxes | (1,316) | (1,187) | (4,006) | (4,305) |
Net compensation expense | 3,557 | 2,410 | 10,830 | 8,740 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before tax | 188 | 169 | 599 | 364 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before tax | 4,039 | 2,929 | 12,465 | 11,175 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before tax | $ 646 | $ 499 | $ 1,772 | $ 1,506 |
Operating Segment, Geographic_3
Operating Segment, Geographic Information and Significant Customers - Geographic Distribution of Revenues and Long Lived Assets from Continuing Operations (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Jun. 30, 2018USD ($) | |
Segment Reporting [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | $ 174,636 | $ 116,336 | $ 477,781 | $ 340,317 | |
Identifiable long-lived assets | 55,857 | 55,857 | $ 50,980 | ||
Components | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 52,372 | 30,022 | 133,686 | 102,742 | |
Modules and Sub-assemblies | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 36,153 | 42,121 | 130,142 | 131,581 | |
Integrated Subsystems | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 86,111 | 44,193 | 213,953 | 105,994 | |
Total Sensor & Effector | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 105,607 | 71,196 | 273,458 | 230,574 | |
Radar | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 40,674 | 37,262 | 123,661 | 118,480 | |
Electronic Warfare | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 36,569 | 19,531 | 86,320 | 76,950 | |
Other Sensor & Effector | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 28,364 | 14,403 | 63,477 | 35,144 | |
C4I | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 46,217 | 26,593 | 137,717 | 52,981 | |
Other End Applications | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 22,812 | 18,547 | 66,606 | 56,762 | |
Domestic | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 153,634 | 94,369 | 427,119 | 274,016 | |
International/Foreign Military Sales | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 21,002 | 21,967 | 50,662 | 66,301 | |
US | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 158,715 | 105,989 | 435,733 | 309,391 | |
Europe | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 15,280 | 8,611 | 39,918 | 25,506 | |
Asia Pacific | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 641 | 1,736 | 2,130 | 5,420 | |
Reportable Geographical Components | US | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 161,699 | 107,610 | 441,167 | 315,928 | |
Identifiable long-lived assets | 51,083 | 51,083 | 47,997 | ||
Reportable Geographical Components | Europe | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 15,594 | 8,846 | 40,935 | 25,806 | |
Identifiable long-lived assets | 4,760 | 4,760 | 2,974 | ||
Reportable Geographical Components | Asia Pacific | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 641 | 1,736 | 2,130 | 5,420 | |
Identifiable long-lived assets | 14 | 14 | 9 | ||
Geography Eliminations | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | (3,298) | (1,856) | (6,451) | (6,837) | |
Identifiable long-lived assets | 0 | 0 | $ 0 | ||
Geography Eliminations | US | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 2,984 | 1,621 | 5,434 | 6,537 | |
Geography Eliminations | Europe | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 314 | 235 | 1,017 | 300 | |
Geography Eliminations | Asia Pacific | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Segment, Geographic_4
Operating Segment, Geographic Information and Significant Customers - Customers Comprising Ten Percent or more Revenues (Detail) - Customer Concentration Risk - Sales Revenue, Net | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 43.00% | 38.00% | 37.00% | 48.00% |
Raytheon Company | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 19.00% | 21.00% | 21.00% | 19.00% |
Lockheed Martin Corporation | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 24.00% | 17.00% | 16.00% | 19.00% |
Northrop Grumman Corporation | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10.00% |
Operating Segment, Geographic_5
Operating Segment, Geographic Information and Significant Customers - Programs Comprising Ten Percent or more of Company's Revenue (Detail) - Sales Revenue, Net - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 43.00% | 38.00% | 37.00% | 48.00% |
Raytheon Company | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 19.00% | 21.00% | 21.00% | 19.00% |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Non-cancelable purchase commitments | |
Long-term Purchase Commitment [Line Items] | |
Purchase commitments for less than one year | $ 76,328 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 29, 2019 | Jan. 11, 2019 |
Subsequent Event [Line Items] | ||
Derivative, amount of hedged item | $ 175,000 | |
GECO Avionics, LLC | ||
Subsequent Event [Line Items] | ||
Cash paid at closing | $ 36,500 |
Derivatives (Details)
Derivatives (Details) | Jan. 11, 2019USD ($) |
Derivative [Line Items] | |
Derivative, Amount of Hedged Item | $ 175,000,000 |
Derivative [Member] | |
Derivative [Line Items] | |
Derivative, Amount of Hedged Item | $ 0.0254 |
Athena Group, Inc. and Syntonic
Athena Group, Inc. and Syntonic Microwave LLC (Details) $ in Thousands | Apr. 19, 2019USD ($) |
The Athena Group, Inc. and Syntonic Microwave LLC [Domain] | Subsequent Event | |
Subsequent Event [Line Items] | |
Business Combination, Consideration Transferred | $ 46,000 |