Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 27, 2020 | Apr. 30, 2020 | |
Document Documentand Entity Information [Abstract] | ||
Title of 12(g) Security | Common Stock, par value $0.01 per share | |
Entity Incorporation, State or Country Code | MA | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 27, 2020 | |
Entity File Number | 0-23599 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MRCY | |
Entity Registrant Name | MERCURY SYSTEMS, INC. | |
City Area Code | 978 | |
Local Phone Number | 256-1300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Central Index Key | 0001049521 | |
Current Fiscal Year End Date | --07-03 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 55,598,732 | |
Entity Tax Identification Number | 04-2741391 | |
Entity Address, Address Line One | 50 MINUTEMAN ROAD | |
Entity Address, Postal Zip Code | 01810 | |
Entity Address, City or Town | ANDOVER | |
Entity Address, State or Province | MA | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 27, 2020 | Jun. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 407,146 | $ 257,932 |
Accounts receivable, net of allowance for doubtful accounts of $1,301 and $1,228 at March 27, 2020 and June 30, 2019, respectively | 127,129 | 118,832 |
Unbilled receivables and costs in excess of billings | 86,860 | 57,387 |
Inventory | 161,858 | 137,112 |
Prepaid income taxes | 1,129 | 90 |
Prepaid expenses and other current assets | 11,271 | 10,819 |
Total current assets | 795,393 | 582,172 |
Property and equipment, net | 78,664 | 60,001 |
Estimated goodwill | 614,830 | 562,146 |
Intangible assets, net | 216,546 | 206,124 |
Operating lease right-of-use assets | 61,112 | 0 |
Other non-current assets | 5,095 | 6,534 |
Total assets | 1,771,640 | 1,416,977 |
Current liabilities: | ||
Accounts payable | 50,089 | 39,030 |
Accrued expenses | 24,727 | 18,897 |
Accrued compensation | 34,781 | 28,814 |
Deferred revenues and customer advances | 12,419 | 11,291 |
Total current liabilities | 122,016 | 98,032 |
Deferred income taxes | 19,166 | 17,814 |
Income taxes payable | 1,751 | 1,273 |
Long-term debt | 200,000 | 0 |
Operating lease liabilities | 67,028 | 0 |
Other non-current liabilities | 12,246 | 15,119 |
Total liabilities | 422,207 | 132,238 |
Shareholders' equity: | ||
Shareholders’ equity: | 0 | 0 |
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding | 546 | 542 |
Additional paid-in capital | 1,064,698 | 1,058,745 |
Retained earnings | 285,231 | 226,743 |
Accumulated other comprehensive income | (1,042) | (1,291) |
Total shareholders' equity | 1,349,433 | 1,284,739 |
Total liabilities and shareholders' equity | 1,771,640 | 1,416,977 |
Long-term debt | 200,000 | 0 |
Deferred income taxes | $ 19,166 | $ 17,814 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 27, 2020 | Jun. 30, 2019 |
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. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||||
Net revenues | $ 208,016 | $ 174,636 | $ 579,233 | $ 477,781 |
Cost of revenues | 114,691 | 100,789 | 319,002 | 271,464 |
Gross margin | 93,325 | 73,847 | 260,231 | 206,317 |
Operating expenses: | ||||
Selling, general and administrative | 33,991 | 27,411 | 96,765 | 79,971 |
Research and development | 24,967 | 17,439 | 71,497 | 48,579 |
Amortization of intangible assets | 7,848 | 6,786 | 22,859 | 20,906 |
Restructuring and other charges | 66 | 46 | 1,815 | 573 |
Acquisition costs and other related expenses | 111 | 103 | 2,652 | 555 |
Total operating expenses | 66,983 | 51,785 | 195,588 | 150,584 |
Income from operations | 26,342 | 22,062 | 64,643 | 55,733 |
Interest income | 458 | 205 | 1,957 | 342 |
Interest expense | (58) | (2,473) | (58) | (6,928) |
Other income (expense), net | 2,186 | (328) | 401 | (2,207) |
Income before income taxes | 28,928 | 19,466 | 66,943 | 46,940 |
Tax provision | 5,363 | 5,357 | 8,455 | 12,969 |
Net income | $ 23,565 | $ 14,109 | $ 58,488 | $ 33,971 |
Basic net earnings per share (in dollars per share) | $ 0.43 | $ 0.30 | $ 1.07 | $ 0.72 |
Diluted net earnings per share (in dollars per share) | $ 0.43 | $ 0.29 | $ 1.06 | $ 0.71 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 54,604 | 47,258 | 54,514 | 47,164 |
Diluted (in shares) | 55,127 | 47,958 | 55,071 | 47,783 |
Comprehensive income: | ||||
Net income | $ 23,565 | $ 14,109 | $ 58,488 | $ 33,971 |
Change in fair value of derivative instruments, net of tax | 0 | (2,147) | 0 | (2,147) |
Foreign currency translation adjustments | 344 | (210) | 227 | (367) |
Pension benefit plan, net of tax | 7 | (15) | 22 | (45) |
Total other comprehensive income (loss), net of tax | 351 | (2,372) | 249 | (2,559) |
Total comprehensive income | $ 23,916 | $ 11,737 | $ 58,737 | $ 31,412 |
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] |
Beginning balance (in shares) at Jun. 30, 2018 | 46,924,000 | ||||
Beginning balance at Jun. 30, 2018 | $ 771,891 | $ 469 | $ 590,163 | $ 179,968 | $ 1,291 |
Issuance of common stock under employee stock incentive plans (in shares) | 439,000 | ||||
Issuance of common stock under employee stock incentive plans | 0 | $ 5 | (5) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 51,000 | ||||
Issuance of common stock under employee stock purchase plan | 1,677 | $ 1 | 1,676 | ||
Purchased and retirement of common stock (in shares) | (149,000) | ||||
Purchase and retirement of common stock | (7,434) | $ (2) | (7,432) | ||
Stock-based compensation | 14,836 | 14,836 | |||
Net income | 33,971 | 33,971 | |||
Other comprehensive income | (2,559) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 47,265,000 | ||||
Ending balance at Mar. 31, 2019 | 812,382 | $ 473 | 599,238 | 213,939 | (1,268) |
Beginning balance (in shares) at Dec. 31, 2018 | 47,249,000 | ||||
Beginning balance at Dec. 31, 2018 | 796,076 | $ 472 | 594,670 | 199,830 | 1,104 |
Issuance of common stock under employee stock incentive plans (in shares) | 25,000 | ||||
Issuance of common stock under employee stock incentive plans | 1 | $ 1 | |||
Purchased and retirement of common stock (in shares) | (9,000) | ||||
Purchase and retirement of common stock | (501) | (501) | |||
Stock-based compensation | 5,069 | 5,069 | |||
Net income | 14,109 | 14,109 | |||
Other comprehensive income | (2,372) | (2,372) | |||
Ending balance (in shares) at Mar. 31, 2019 | 47,265,000 | ||||
Ending balance at Mar. 31, 2019 | $ 812,382 | $ 473 | 599,238 | 213,939 | (1,268) |
Beginning balance (in shares) at Jun. 30, 2019 | 46,924,238 | 54,248,000 | |||
Beginning balance at Jun. 30, 2019 | $ 1,284,739 | $ 542 | 1,058,745 | 226,743 | (1,291) |
Issuance of common stock under employee stock incentive plans (in shares) | 510,000 | ||||
Issuance of common stock under employee stock incentive plans | 3 | $ 5 | (2) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 41,000 | ||||
Issuance of common stock under employee stock purchase plan | 2,393 | $ 1 | 2,392 | ||
Purchased and retirement of common stock (in shares) | (187,000) | ||||
Purchase and retirement of common stock | (15,683) | $ (2) | (15,681) | ||
Stock-based compensation | 19,244 | 19,244 | |||
Net income | 58,488 | 58,488 | |||
Other comprehensive income | $ 249 | 249 | |||
Ending balance (in shares) at Mar. 27, 2020 | 47,265,355 | 54,612,000 | |||
Ending balance at Mar. 27, 2020 | $ 1,349,433 | $ 546 | 1,064,698 | 285,231 | (1,042) |
Beginning balance (in shares) at Dec. 27, 2019 | 54,558,000 | ||||
Beginning balance at Dec. 27, 2019 | 1,317,056 | $ 545 | 1,056,238 | 261,666 | (1,393) |
Issuance of common stock under employee stock incentive plans (in shares) | 19,000 | ||||
Issuance of common stock under employee stock incentive plans | 0 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 41,000 | ||||
Issuance of common stock under employee stock purchase plan | 2,393 | $ 1 | 2,392 | ||
Purchased and retirement of common stock (in shares) | (6,000) | ||||
Purchase and retirement of common stock | (746) | (746) | |||
Stock-based compensation | 6,814 | 6,814 | |||
Net income | 23,565 | 23,565 | |||
Other comprehensive income | $ 351 | 351 | |||
Ending balance (in shares) at Mar. 27, 2020 | 47,265,355 | 54,612,000 | |||
Ending balance at Mar. 27, 2020 | $ 1,349,433 | $ 546 | $ 1,064,698 | $ 285,231 | $ (1,042) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 27, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 58,488 | $ 33,971 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 36,579 | 34,830 |
Stock-based compensation expense | 19,004 | 14,836 |
Provision (benefit) for deferred income taxes | 1,174 | (1,054) |
Gain on sale of investment | (3,810) | 0 |
Other non-cash items | 2,402 | 2,715 |
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||
Accounts receivable, unbilled receivable, and cost in excess of billings | (34,254) | (22,081) |
Inventory | (13,525) | (13,770) |
Prepaid income taxes | (1,046) | 3,761 |
Prepaid expenses and other current assets | (508) | 724 |
Other non-current assets | (165) | 137 |
Accounts payable, accrued expenses, and accrued compensation | 17,968 | 15,610 |
Deferred revenues and customer advances | 2,446 | (2,065) |
Income taxes payable | (2,485) | 4,795 |
Other non-current liabilities | 3,174 | 587 |
Net cash provided by operating activities | 86,458 | 71,548 |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | (96,502) | (81,529) |
Purchases of property and equipment | (31,788) | (17,862) |
Proceeds from sale of investment | 4,310 | 0 |
Net cash used in investing activities | (123,980) | (99,391) |
Cash flows from financing activities: | ||
Proceeds from employee stock plans | 2,396 | 1,677 |
Proceeds from issuance of debt | 200,000 | 81,500 |
Purchase and retirement of common stock | (15,683) | (7,434) |
Termination of interest rate swap | 0 | (1,851) |
Net cash provided by financing activities | 186,713 | 73,892 |
Effect of exchange rate changes on cash and cash equivalents | 23 | (55) |
Net increase in cash and cash equivalents | 149,214 | 45,994 |
Cash and cash equivalents at beginning of period | 257,932 | 66,521 |
Cash and cash equivalents at end of period | 407,146 | 112,515 |
Cash paid during the period for: | ||
Interest | 0 | 8,163 |
Income taxes | $ 10,457 | $ 5,179 |
Description of Business
Description of Business | 9 Months Ended |
Mar. 27, 2020 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Mercury Systems, Inc. (the “Company” or “Mercury”) is the leader in making trusted, secure mission-critical technologies profoundly more accessible to aerospace and defense. Operating at the intersection of high-tech and defense, Mercury specializes in engineering, adapting and manufacturing purpose-built solutions to meet current and emerging high-tech needs. Mercury’s innovative solutions power more than 300 mission-critical aerospace, commercial aviation, defense, security and intelligence programs, including Aegis, Patriot, LTAMDS, SEWIP, F-35, JLTV, Global Hawk and Stormbreaker, delivering Innovation That Matters ® . Headquartered in Andover, MA, Mercury has pioneered a transformational defense electronics business model specifically designed to provide end-users with trusted and secure leading-edge technology, affordably and with significantly shorter lead times. Mercury’s relationships with key commercial processing technology providers, such as Intel, NVIDIA and Xilinx, coupled with its commitment to open standards architecture (“OSA”), allow it to develop products that are optimized for customer success and upgradeability. A proven portfolio of advanced capability, a demonstrated model for accelerated development and a commitment to its cultures and values, uniquely position Mercury to deliver Innovation That Matters ® from chip-scale to system-scale. Investors and others should note that the Company announces material financial information using its website ( www.mrcy.com ), Securities and Exchange Commission (“SEC”) filings, press releases, public conference calls, webcasts, and social media, including Twitter ( twitter.com/mrcy and twitter.com/mrcy_CEO ) and LinkedIn ( www.linkedin.com/company/mercury-systems |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 27, 2020 | |
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, 2019 which are contained in the Company’s Annual Report on Form 10-K filed with the SEC on August 15, 2019. The results for the third quarter and nine months ended March 27, 2020 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. Effective July 1, 2019, the Company's fiscal year has changed to the 52-week or 53-week period ending on the Friday closest to the last day in June. All references to the third quarter of fiscal 2020 are to the quarter ending March 27, 2020. There were approximately 13-weeks during the third quarters ended March 27, 2020 and March 31, 2019, respectively. There were 39-weeks during the nine months ended March 27, 2020 and March 31, 2019, respectively. There have been no reclassifications of prior comparable periods due to this change. 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 (loss) income (“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. L EASES Effective July 1, 2019, the Company adopted ASC 842, Leases , (“ASC 842”), which requires lessees to recognize a right-of-use (“ROU”) asset and lease liability for most lease arrangements. The Company has adopted ASC 842 using the optional transition method and, as a result, there have been no reclassifications of prior comparable periods due to this adoption. The Company has arrangements involving the lease of facilities, machinery and equipment. Under ASC 842, at inception of the arrangement, the Company determines whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease. This determination, among other considerations, involves an assessment of whether the Company can control the underlying asset and have the right to obtain substantially all of the economic benefits or outputs from the asset. The Company recognizes ROU assets and lease liabilities as of the lease commencement date based on the net present value of the future minimum lease payments over the lease term. ASC 842 requires lessees to use the rate implicit in the lease unless it is not readily determinable and then it may use its incremental borrowing rate (“IBR”) to discount the future minimum lease payments. Most of the Company's lease arrangements do not provide an implicit rate; therefore, the Company uses its IBR to discount the future minimum lease payments. The Company determines its IBR with its credit rating and current economic information available as of the commencement date, as well as the identified lease term. During the assessment of the lease term, the Company considers its renewal options and extensions within the arrangements and the Company includes these options when it is reasonably certain to extend the term of the lease. The Company has lease arrangements with both lease and non-lease components. Consideration is allocated to lease and non-lease components based on estimated standalone prices. The Company has elected to exclude non-lease components from the calculation of its ROU assets and lease liabilities. In the Company's adoption of ASC 842, leases with an initial term of 12 months or less will not result in recognition of a ROU asset and a lease liability and will be expensed as incurred over the lease term. Leases of this nature were immaterial to the Company’s consolidated financial statements. The Company has lease arrangements that contain incentives for tenant improvements as well as fixed rent escalation clauses. For contracts with tenant improvement incentives that are determined to be a leasehold improvement that will be owned by the lessee and the Company is reasonably certain to exercise, it records a reduction to the lease liability and amortizes the incentive over the identified term of the lease as a reduction to rent expense. The Company records rental expense on a straight-line basis over the identified lease term on contracts with rent escalation clauses. Finance leases are not material to the Company's consolidated financial statements and the Company is not a lessor in any material lease arrangements. There are no material restrictions, covenants, sale and leaseback transactions, variable lease payments or residual value guarantees in the Company's lease arrangements. Operating leases are included in Operating lease right-of-use assets, Accrued expenses, and Operating lease liabilities in the Company's Consolidated Balance Sheets. The standard had no impact on the Company's Consolidated Statements of Operations and Comprehensive Income or Consolidated Statements of Cash Flows. See Note N to the consolidated financial statements for more information regarding the adoption of this standard. R EVENUE R ECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , (“ASC 606”). The Company is the leader in making trusted, secure mission-critical technologies profoundly more accessible to aerospace and defense. 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. 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. 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 70% and 74% of revenues for the third quarter and nine months ended March 27, 2020, respectively. 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 third quarter and nine months ended March 31, 2019, respectively. The Company also 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. Long-term 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 contracts. Total revenue recognized under long-term contracts over time was 30% and 26% of total revenues for the third quarter and nine months ended March 27, 2020, respectively. Total revenue recognized under long-term contracts over time was 26% and 24% of total revenues for the third quarter and nine months ended March 31, 2019, 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 to 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. All revenues are reported net of government assessed taxes (e.g., sales taxes or value-added taxes). Refer to Note L for disaggregation of revenue for the period. 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 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 $86,860 and $57,387 as of March 27, 2020 and June 30, 2019, respectively. The contract asset balance increased due to growth in revenue recognized under long-term contracts over time during the nine months ended March 27, 2020. The contract liability balances were $14,858 and $12,362 as of March 27, 2020 and June 30, 2019, respectively. The increase was due to advanced billings across multiple programs. Revenue recognized for the third quarter and nine months ended March 27, 2020 that was previously included in the contract liability balance at June 30, 2019 was $1,564 and $9,838, respectively. Revenue recognized for the third quarter and nine months 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 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 contracts with original expected durations of less than one year, as well as 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 27, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $262,425. The Company expects to recognize approximately 60% 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: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Basic weighted-average shares outstanding 54,604 47,258 54,514 47,164 Effect of dilutive equity instruments 523 700 557 619 Diluted weighted-average shares outstanding 55,127 47,958 55,071 47,783 |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 27, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions A MERICAN P ANEL C ORPORATION A CQUISITION On September 23, 2019, the Company acquired American Panel Corporation (“APC”). Based in Alpharetta, Georgia, APC is a leading innovator in large area display technology for the aerospace and defense market. APC's capabilities are deployed on a wide range of next-generation platforms. The Company acquired APC for an all cash purchase price of $100,000, prior to net working capital and net debt adjustments. The Company funded the acquisition with cash on hand. The following table presents the net purchase price and the fair values of the assets and liabilities of APC on a preliminary basis: Amounts Consideration transferred Cash paid at closing $ 100,826 Working capital and net debt adjustment (5,952) Liabilities assumed 2,454 Less cash acquired (826) Net purchase price $ 96,502 Estimated fair value of tangible assets acquired and liabilities assumed Cash $ 826 Accounts receivable 3,726 Inventory 11,271 Fixed assets 690 Other current and non-current assets 3,494 Accounts payable (1,554) Accrued expenses (1,013) Other current and non-current liabilities (5,749) Estimated fair value of net tangible assets acquired 11,691 Estimated fair value of identifiable intangible assets 33,200 Estimated goodwill 52,437 Estimated fair value of net assets acquired 97,328 Less cash acquired (826) Net purchase price $ 96,502 The amounts above represent the preliminary fair value estimates as of March 27, 2020 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 estimate includes customer relationships of $20,400 with a useful life of 11 years, completed technology of $10,400 with a useful life of 11 years and backlog of $2,400 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 $52,437 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 APC was a qualified subchapter S subsidiary, 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 27, 2020, the Company had $51,686 of goodwill deductible for tax purposes. The Company has not furnished pro forma information relating to APC because such information is not material to the Company's financial results. The revenues and income before income taxes from APC included in the Company's consolidated results for the third quarter ended March 27, 2020 were $7,600 and $103, respectively. The revenues and income before income taxes from APC included in the Company's consolidated results for the nine months ended March 27, 2020 were $18,196 and $1,905, respectively. The APC results include expenses resulting from purchase accounting which include amortization of intangible assets and inventory step-up. T HE A THENA G ROUP A CQUISITION On April 18, 2019, the Company acquired The Athena Group, Inc. (“Athena”), a privately-held company based in Gainesville, Florida and a leading provider of cryptographic and countermeasure IP vital to securing defense computing systems. The Company acquired Athena for an all cash purchase price of $34,000, prior to net working capital and net debt adjustments, 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 Athena on a preliminary basis: Amounts Consideration transferred Cash paid at closing $ 34,049 Working capital and net debt adjustment (446) Less cash acquired (49) Net purchase price $ 33,554 Estimated fair value of tangible assets acquired and liabilities assumed Cash $ 49 Accounts receivable 726 Fixed assets 74 Other current and non-current assets 260 Accounts payable (48) Accrued expenses (143) Other current and non-current liabilities (600) Deferred tax liability (6,414) Estimated fair value of net tangible liabilities acquired (6,096) Estimated fair value of identifiable intangible assets 23,700 Estimated goodwill 15,999 Estimated fair value of net assets acquired 33,603 Less cash acquired (49) Net purchase price $ 33,554 The amounts above represent the preliminary fair value estimates as of March 27, 2020 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 estimate includes completed technology of $23,700 with a useful life of 11 years. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill. The goodwill of $15,999 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 and is not tax deductible. The goodwill from this acquisition is reported under the Mercury Defense Systems (“MDS”) reporting unit. The Company has not furnished pro forma information relating to Athena because such information is not material to the Company's financial results. S YNTONIC M ICROWAVE L LC A CQUISITION On April 18, 2019, the Company acquired Syntonic Microwave LLC (“Syntonic”), a privately held company based in Campbell, California and a leading provider of advanced synthesizers, wideband phase coherent tuners and microwave converters optimized for signals intelligence and electronic intelligence applications demanding frequency coverage up to 40 GHz with 2 GHz instantaneous bandwidth. The Company acquired Syntonic for an all cash purchase price of $12,000, prior to net working capital and net debt adjustments, which was funded through the Revolver. The following table presents the net purchase price and the fair values of the assets and liabilities of Syntonic on a preliminary basis: Amounts Consideration transferred Cash paid at closing $ 13,118 Less cash acquired (1,118) Net purchase price $ 12,000 Estimated fair value of tangible assets acquired and liabilities assumed Cash $ 1,118 Accounts receivable 281 Inventory 482 Fixed assets 31 Other current and non-current assets 6 Accounts payable (71) Accrued expenses (61) Estimated fair value of net tangible assets acquired 1,786 Estimated fair value of identifiable intangible assets 7,100 Estimated goodwill 4,232 Estimated fair value of net assets acquired 13,118 Less cash acquired (1,118) Net purchase price $ 12,000 The amounts above represent the preliminary fair value estimates as of March 27, 2020 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 $4,200 with a useful life of 10 years, completed technology of $2,500 with a useful life of nine years and backlog of $400 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 $4,232 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 Advanced Microelectronic Solutions (“AMS”) reporting unit. Since Syntonic 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 27, 2020, the Company had $2,936 of goodwill deductible for tax purposes. The Company has not furnished pro forma information relating to Syntonic because such information is not material to the Company's financial results. G ECO A VIONICS A QUISITION On January 29, 2019, the Company announced that it had acquired GECO Avionics, LLC (“GECO”), a privately held company in Mesa, Arizona, with 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 Revolver. The following table presents the net purchase price and the fair values of the assets and liabilities of GECO: Amounts Consideration transferred Cash paid at closing $ 36,500 Net purchase price $ 36,500 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) Fair value of net tangible assets acquired 2,777 Fair value of identifiable intangible assets 12,700 Goodwill 21,023 Fair value of net assets acquired 36,500 Net purchase price $ 36,500 On January 29, 2020, the measurement period for GECO expired. The identifiable intangible assets include customer relationships of $6,900 with a useful life of 11 years, completed technology of $4,800 with a useful life of 10 years and backlog of $1,000 with a useful life of two years. The goodwill of $21,023 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 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 27, 2020, the Company had $19,939 of goodwill deductible for tax purposes. 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, prior 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: 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 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 (1,394) Other current and non-current liabilities (514) Fair value of net tangible assets acquired 9,454 Fair value of identifiable intangible assets 12,910 Goodwill 23,558 Fair value of net assets acquired 45,922 Less cash acquired (193) Net purchase price $ 45,729 On July 31, 2019, the measurement period for Germane expired. The identifiable intangible assets include customer relationships of $8,500 with a useful life of 11 years, completed technology of $4,200 with a useful life of eight years and backlog of $210 with a useful life of one year. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 27, 2020 | |
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 27, 2020: Fair Value Measurements March 27, 2020 Level 1 Level 2 Level 3 Assets: Certificates of deposit $ 99,905 $ — $ 99,905 $ — Total $ 99,905 $ — $ 99,905 $ — |
Inventory
Inventory | 9 Months Ended |
Mar. 27, 2020 | |
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 27, 2020 June 30, 2019 Raw materials $ 95,054 $ 84,561 Work in process 49,127 38,525 Finished goods 17,677 14,026 Total $ 161,858 $ 137,112 |
Goodwill
Goodwill | 9 Months Ended |
Mar. 27, 2020 | |
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 27, 2020: SMP AMS MDS Total Balance at June 30, 2019 $ 140,783 $ 222,379 $ 198,984 $ 562,146 Goodwill adjustment for the Germane acquisition — — 447 447 Goodwill adjustment for the GECO acquisition (200) — — (200) Goodwill arising from the APC acquisition 52,437 — — 52,437 Balance at March 27, 2020 $ 193,020 $ 222,379 $ 199,431 $ 614,830 In the nine months ended March 27, 2020, there were no triggering events, as defined by ASC 350, Intangibles - Goodwill and Other |
Restructuring
Restructuring | 9 Months Ended |
Mar. 27, 2020 | |
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, 2019 $ 4 $ — $ 4 Restructuring and other charges 1,740 75 1,815 Cash paid (892) (75) (967) Restructuring liability at March 27, 2020 $ 852 $ — $ 852 During the nine months ended March 27, 2020, the Company incurred net restructuring and other charges of $1,815. Restructuring and other charges are typically related to acquisitions and organizational redesign programs initiated as part of discrete post-acquisition integration activities. All of the restructuring and other charges are classified as operating expenses in the Consolidated Statements of Operations and Comprehensive Income and any remaining severance obligations are expected to be paid within the next twelve months. The restructuring liability is classified as accrued expenses in the Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 27, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax provision of $5,363 and $5,357 on income before income taxes of $28,928 and $19,466 for the third quarters ended March 27, 2020 and March 31, 2019, respectively. The Company recorded an income tax provision of $8,455 and $12,969 on income before income taxes of $66,943 and $46,940 for the nine months ended March 27, 2020 and March 31, 2019, respectively. During the third quarters ended March 27, 2020 and March 31, 2019, the Company recognized a discrete tax benefit of $159 and $143, respectively, related to excess tax benefits on stock-based compensation. During the nine months ended March 27, 2020 and March 31, 2019, the Company recognized a discrete tax benefit of $6,639 and $1,858, respectively, related to excess tax benefits on stock-based compensation. The Company recognized a discrete tax benefit of $1,005, net of a $251 tax reserve, related to research and development credits and an $813 discrete tax benefit from a release of a valuation allowance on a capital loss carryforward, during the third quarter and nine months ended March 27, 2020. The effective tax rate for the third quarters ended March 27, 2020 and March 31, 2019 differed from the Federal statutory rate primarily due to Federal research and development credits, excess tax benefits related to stock-based compensation, a release of a valuation allowance on a capital loss carryforward, a modified territorial tax system and a minimum tax on certain foreign earnings, and state taxes. The effective tax rate for the nine months ended March 27, 2020 and March 31, 2019 differed from the Federal statutory rate primarily due to Federal research and development credits, excess tax benefits related to stock-based compensation, a release of a valuation allowance on a capital loss carryforward, a modified territorial tax system and a minimum tax on certain foreign earnings, and state taxes. |
Debt
Debt | 9 Months Ended |
Mar. 27, 2020 | |
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 27, 2020, the Company's outstanding balance of unamortized deferred financing costs was $4,705, which is being amortized to Other income (expense), net on a straight line basis over the term of the Revolver. During the third quarter ended March 27, 2020, the Company drew $200,000 to provide access to capital and flexibility in managing its operations during this time of uncertainty due to COVID. As of March 27, 2020, the Company was in compliance with all covenants and conditions under the Revolver and there were outstanding borrowings of $200,000 against the Revolver, resulting in interest expense of $58 for both the third quarter and nine months ended March 27, 2020. There were outstanding letters of credit of $904 as of March 27, 2020. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Mar. 27, 2020 | |
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. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 27, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation S TOCK I NCENTIVE P LANS The aggregate number of shares authorized for issuance under the Company’s Amended and Restated 2018 Stock Incentive Plan (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. On November 6, 2019, an additional 184 shares from the 2005 Plan were rolled into the 2018 Plan as a result of forfeiture, cancellation, or termination (other than by exercise) of previously-made grants under the 2005 Plan. The shares authorized for issuance under the 2018 Plan will continue to 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 on the date of grant and the options generally have a term of seven years. There were 2,656 shares available for future grant under the 2018 Plan at March 27, 2020. 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 generally include 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 41 and 51 shares issued under the ESPP during the nine months ended March 27, 2020 and March 31, 2019, respectively. Shares available for future purchase under the ESPP totaled 77 at March 27, 2020. S TOCK O PTION AND A WARD A CTIVITY The following table summarizes activity of the Company’s stock option plans since June 30, 2019: Options Outstanding Number of Weighted Average Weighted Average Outstanding at June 30, 2019 4 $ 5.52 2.13 Granted — — Exercised (1) 5.52 Canceled — — Outstanding at March 27, 2020 3 $ 5.52 1.38 The following table summarizes the status of the Company’s non-vested restricted stock awards and deferred stock awards since June 30, 2019: Non-vested Restricted Stock Awards Number of Weighted Average Outstanding at June 30, 2019 1,046 $ 39.62 Granted 500 81.05 Vested (510) 30.73 Forfeited (40) 54.22 Outstanding at March 27, 2020 996 $ 60.00 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 $481 and $241 of capitalized stock-based compensation expense on the Consolidated Balance Sheets for the periods ended March 27, 2020 and June 30, 2019, respectively. 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: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Cost of revenues $ 341 $ 188 $ 682 $ 599 Selling, general and administrative 5,476 4,039 15,503 12,465 Research and development 997 646 2,819 1,772 Stock-based compensation expense before tax 6,814 4,873 19,004 14,836 Income taxes (1,772) (1,316) (4,941) (4,006) Stock-based compensation expense, net of income taxes $ 5,042 $ 3,557 $ 14,063 $ 10,830 |
Operating Segment, Geographic I
Operating Segment, Geographic Information and Significant Customers | 9 Months Ended |
Mar. 27, 2020 | |
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 THIRD QUARTER ENDED MARCH 27, 2020 Net revenues to unaffiliated customers $ 196,158 $ 11,408 $ 450 $ — $ 208,016 Inter-geographic revenues 389 754 — (1,143) — Net revenues $ 196,547 $ 12,162 $ 450 $ (1,143) $ 208,016 THIRD QUARTER 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 NINE MONTHS ENDED MARCH 27, 2020 Net revenues to unaffiliated customers $ 539,535 $ 37,569 $ 2,129 $ — $ 579,233 Inter-geographic revenues 2,015 2,222 — (4,237) — Net revenues $ 541,550 $ 39,791 $ 2,129 $ (4,237) $ 579,233 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 In recent years, the Company completed a series of acquisitions that changed its technological capabilities, applications and end markets. As these acquisitions and changes occurred, the Company increased the proportion of its revenue derived from the sale of components in different technological areas, and also increased the amount of revenue associated with combining technologies into more complex and diverse products including modules, sub-assemblies and integrated subsystems. The following tables present 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 presents the Company's net revenue by end user for the periods presented: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Domestic (1) $ 187,560 $ 153,634 $ 516,659 $ 427,119 International/Foreign Military Sales (2) 20,456 21,002 62,574 50,662 Total Net Revenue $ 208,016 $ 174,636 $ 579,233 $ 477,781 (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 presents the Company's net revenue by end application for the periods presented: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Radar (1) $ 78,113 $ 40,674 $ 164,360 $ 123,661 Electronic Warfare (2) 40,221 36,569 112,417 86,320 Other Sensor & Effector (3) 26,278 28,364 80,680 63,477 Total Sensor & Effector 144,612 105,607 357,457 273,458 C4I (4) 47,351 46,217 154,140 137,717 Other (5) 16,053 22,812 67,636 66,606 Total Net Revenue $ 208,016 $ 174,636 $ 579,233 $ 477,781 (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 presents the Company's net revenue by product grouping for the periods presented: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Components (1) $ 56,786 $ 52,372 $ 170,586 $ 133,686 Modules and Sub-assemblies (2) 46,069 36,153 148,583 130,142 Integrated Subsystems (3) 105,161 86,111 260,064 213,953 Total Net Revenue $ 208,016 $ 174,636 $ 579,233 $ 477,781 (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 identifiable long-lived assets is summarized as follows: U.S. Europe Asia Pacific Eliminations Total March 27, 2020 $ 73,549 $ 5,108 $ 7 $ — $ 78,664 June 30, 2019 $ 54,952 $ 5,037 $ 12 $ — $ 60,001 Identifiable long-lived assets exclude ROU assets, goodwill, and intangible assets. Customers comprising 10% or more of the Company’s revenues for the periods shown are as follows: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Lockheed Martin Corporation 17 % 24 % 17 % 16 % Raytheon Company 17 % 19 % 15 % 21 % L3Harris Technologies * * 10 % * 34 % 43 % 42 % 37 % * Indicates that the amount is less than 10% of the Company's revenue for the respective period. While the Company typically has customers from which it derives 10% or more of its revenue, the sales to each of these customers are spread across multiple programs and platforms. There were no programs comprising 10% or more of the Company's revenue for the third quarters and nine months ended March 27, 2020 and March 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 27, 2020 | |
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 27, 2020, 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 $110,203. 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. The Company may elect from time to time to purchase and subsequently retire shares of common stock in order to settle employees’ tax liabilities associated with vesting of a restricted stock award or exercise of stock options. These transactions would be treated as a use of cash in financing activities in the Company's Consolidated Statements of Cash Flows. |
Leases
Leases | 9 Months Ended |
Mar. 27, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company enters into lease arrangements to facilitate its operations, including manufacturing, storage, as well as engineering, sales, marketing, and administration resources. As described in Note B to the consolidated financial statements, effective July 1, 2019, the Company adopted ASC 842 using the optional transition method and, as a result, did not recast prior period unaudited consolidated comparative financial statements. As such, all prior period amounts and disclosures are presented under ASC 840, Leases (Topic 840) . Finance leases are not material to the Company's consolidated financial statements and therefore are excluded from the following disclosures. S UPPLEMENTAL B ALANCE S HEET I NFORMATION Supplemental operating lease balance sheet information is summarized as follows: As of March 27, 2020 Operating lease right-of-use assets $ 61,112 Accrued expenses (1) $ 6,805 Operating lease liabilities 67,028 Total operating lease liabilities $ 73,833 (1) The short term portion of the Operating lease liabilities is included within Accrued expenses on the Consolidated Balance Sheet. O THER S UPPLEMENTAL I NFORMATION Other supplemental operating lease information is summarized as follows: Nine Months Ended March 27, 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 5,251 Right-of-use assets obtained in exchange for new lease liabilities (1) $ 18,675 Weighted average remaining lease term 9.4 years Weighted average discount rate 4.89 % (1) This balance includes $2,485 of Right-of-use assets associated with the acquisition of APC on September 23, 2019. M ATURITIES OF L EASE C OMMITMENTS Maturities of operating lease commitments as of March 27, 2020 were as follows: Fiscal Year Totals 2020 (1) $ 2,583 2021 8,902 2022 10,642 2023 9,897 2024 8,951 Thereafter 53,580 Total lease payments 94,555 Less: imputed interest (20,722) Present value of operating lease liabilities $ 73,833 (1) Excludes the nine months ended March 27, 2020. As previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2019, future minimum lease payments for non-cancelable operating leases were as follows: Fiscal Year Totals 2020 $ 10,205 2021 8,949 2022 8,280 2023 7,414 2024 6,496 Thereafter 28,286 Total minimum lease payments $ 69,630 During the third quarter and nine months ended March 27, 2020, the Company recognized operating lease expense of $2,550 and $7,541, respectively. There were no material restrictions, covenants, sale and leaseback transactions, variable lease payments or residual value guarantees imposed by the Company's leases at March 27, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 27, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events from the date of the Consolidated Balance Sheet through the date the consolidated financial statements were issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 27, 2020 | |
Accounting Policies [Abstract] | |
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, 2019 which are contained in the Company’s Annual Report on Form 10-K filed with the SEC on August 15, 2019. The results for the third quarter and nine months ended March 27, 2020 are not necessarily indicative of the results to be expected for the full fiscal year. |
Use of Estimates | 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. |
Business Combinations | 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 |
Foreign Currency | 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 (loss) income (“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. |
Leases | L EASES Effective July 1, 2019, the Company adopted ASC 842, Leases , (“ASC 842”), which requires lessees to recognize a right-of-use (“ROU”) asset and lease liability for most lease arrangements. The Company has adopted ASC 842 using the optional transition method and, as a result, there have been no reclassifications of prior comparable periods due to this adoption. The Company has arrangements involving the lease of facilities, machinery and equipment. Under ASC 842, at inception of the arrangement, the Company determines whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease. This determination, among other considerations, involves an assessment of whether the Company can control the underlying asset and have the right to obtain substantially all of the economic benefits or outputs from the asset. The Company recognizes ROU assets and lease liabilities as of the lease commencement date based on the net present value of the future minimum lease payments over the lease term. ASC 842 requires lessees to use the rate implicit in the lease unless it is not readily determinable and then it may use its incremental borrowing rate (“IBR”) to discount the future minimum lease payments. Most of the Company's lease arrangements do not provide an implicit rate; therefore, the Company uses its IBR to discount the future minimum lease payments. The Company determines its IBR with its credit rating and current economic information available as of the commencement date, as well as the identified lease term. During the assessment of the lease term, the Company considers its renewal options and extensions within the arrangements and the Company includes these options when it is reasonably certain to extend the term of the lease. The Company has lease arrangements with both lease and non-lease components. Consideration is allocated to lease and non-lease components based on estimated standalone prices. The Company has elected to exclude non-lease components from the calculation of its ROU assets and lease liabilities. In the Company's adoption of ASC 842, leases with an initial term of 12 months or less will not result in recognition of a ROU asset and a lease liability and will be expensed as incurred over the lease term. Leases of this nature were immaterial to the Company’s consolidated financial statements. The Company has lease arrangements that contain incentives for tenant improvements as well as fixed rent escalation clauses. For contracts with tenant improvement incentives that are determined to be a leasehold improvement that will be owned by the lessee and the Company is reasonably certain to exercise, it records a reduction to the lease liability and amortizes the incentive over the identified term of the lease as a reduction to rent expense. The Company records rental expense on a straight-line basis over the identified lease term on contracts with rent escalation clauses. Finance leases are not material to the Company's consolidated financial statements and the Company is not a lessor in any material lease arrangements. There are no material restrictions, covenants, sale and leaseback transactions, variable lease payments or residual value guarantees in the Company's lease arrangements. Operating leases are included in Operating lease right-of-use assets, Accrued expenses, and Operating lease liabilities in the Company's Consolidated Balance Sheets. The standard had no impact on the Company's Consolidated Statements of Operations and Comprehensive Income or Consolidated Statements of Cash Flows. See Note N to the consolidated financial statements for more information regarding the adoption of this standard. |
Revenue Recognition | R EVENUE R ECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , (“ASC 606”). The Company is the leader in making trusted, secure mission-critical technologies profoundly more accessible to aerospace and defense. 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. 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. 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 70% and 74% of revenues for the third quarter and nine months ended March 27, 2020, respectively. 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 third quarter and nine months ended March 31, 2019, respectively. The Company also 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. Long-term 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 contracts. Total revenue recognized under long-term contracts over time was 30% and 26% of total revenues for the third quarter and nine months ended March 27, 2020, respectively. Total revenue recognized under long-term contracts over time was 26% and 24% of total revenues for the third quarter and nine months ended March 31, 2019, 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 to 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. All revenues are reported net of government assessed taxes (e.g., sales taxes or value-added taxes). Refer to Note L for disaggregation of revenue for the period. |
Accounts Receivables | A CCOUNTS R ECEIVABLE |
Weighted-Average Shares | W EIGHTED -A VERAGE S HARES Weighted-average shares were calculated as follows: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Basic weighted-average shares outstanding 54,604 47,258 54,514 47,164 Effect of dilutive equity instruments 523 700 557 619 Diluted weighted-average shares outstanding 55,127 47,958 55,071 47,783 |
Stock-Based Compensation | Stock-Based Compensation S TOCK I NCENTIVE P LANS The aggregate number of shares authorized for issuance under the Company’s Amended and Restated 2018 Stock Incentive Plan (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. On November 6, 2019, an additional 184 shares from the 2005 Plan were rolled into the 2018 Plan as a result of forfeiture, cancellation, or termination (other than by exercise) of previously-made grants under the 2005 Plan. The shares authorized for issuance under the 2018 Plan will continue to 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 on the date of grant and the options generally have a term of seven years. There were 2,656 shares available for future grant under the 2018 Plan at March 27, 2020. 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 generally include 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 41 and 51 shares issued under the ESPP during the nine months ended March 27, 2020 and March 31, 2019, respectively. Shares available for future purchase under the ESPP totaled 77 at March 27, 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 27, 2020 | |
Accounting Policies [Abstract] | |
Basic and Diluted Weighted Average Shares Outstanding | Weighted-average shares were calculated as follows: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Basic weighted-average shares outstanding 54,604 47,258 54,514 47,164 Effect of dilutive equity instruments 523 700 557 619 Diluted weighted-average shares outstanding 55,127 47,958 55,071 47,783 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 27, 2020 | |
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 APC on a preliminary basis: Amounts Consideration transferred Cash paid at closing $ 100,826 Working capital and net debt adjustment (5,952) Liabilities assumed 2,454 Less cash acquired (826) Net purchase price $ 96,502 Estimated fair value of tangible assets acquired and liabilities assumed Cash $ 826 Accounts receivable 3,726 Inventory 11,271 Fixed assets 690 Other current and non-current assets 3,494 Accounts payable (1,554) Accrued expenses (1,013) Other current and non-current liabilities (5,749) Estimated fair value of net tangible assets acquired 11,691 Estimated fair value of identifiable intangible assets 33,200 Estimated goodwill 52,437 Estimated fair value of net assets acquired 97,328 Less cash acquired (826) Net purchase price $ 96,502 The following table presents the net purchase price and the fair values of the assets and liabilities of GECO: Amounts Consideration transferred Cash paid at closing $ 36,500 Net purchase price $ 36,500 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) Fair value of net tangible assets acquired 2,777 Fair value of identifiable intangible assets 12,700 Goodwill 21,023 Fair value of net assets acquired 36,500 Net purchase price $ 36,500 The following table presents the net purchase price and the fair values of the assets and liabilities of Germane: 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 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 (1,394) Other current and non-current liabilities (514) Fair value of net tangible assets acquired 9,454 Fair value of identifiable intangible assets 12,910 Goodwill 23,558 Fair value of net assets acquired 45,922 Less cash acquired (193) Net purchase price $ 45,729 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 27, 2020 | |
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 27, 2020: Fair Value Measurements March 27, 2020 Level 1 Level 2 Level 3 Assets: Certificates of deposit $ 99,905 $ — $ 99,905 $ — Total $ 99,905 $ — $ 99,905 $ — |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Mar. 27, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory was comprised of the following: March 27, 2020 June 30, 2019 Raw materials $ 95,054 $ 84,561 Work in process 49,127 38,525 Finished goods 17,677 14,026 Total $ 161,858 $ 137,112 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Mar. 27, 2020 | |
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 27, 2020: SMP AMS MDS Total Balance at June 30, 2019 $ 140,783 $ 222,379 $ 198,984 $ 562,146 Goodwill adjustment for the Germane acquisition — — 447 447 Goodwill adjustment for the GECO acquisition (200) — — (200) Goodwill arising from the APC acquisition 52,437 — — 52,437 Balance at March 27, 2020 $ 193,020 $ 222,379 $ 199,431 $ 614,830 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Mar. 27, 2020 | |
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, 2019 $ 4 $ — $ 4 Restructuring and other charges 1,740 75 1,815 Cash paid (892) (75) (967) Restructuring liability at March 27, 2020 $ 852 $ — $ 852 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Mar. 27, 2020 | |
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, 2019: Options Outstanding Number of Weighted Average Weighted Average Outstanding at June 30, 2019 4 $ 5.52 2.13 Granted — — Exercised (1) 5.52 Canceled — — Outstanding at March 27, 2020 3 $ 5.52 1.38 |
Summary of Nonvested Restricted Stock | The following table summarizes the status of the Company’s non-vested restricted stock awards and deferred stock awards since June 30, 2019: Non-vested Restricted Stock Awards Number of Weighted Average Outstanding at June 30, 2019 1,046 $ 39.62 Granted 500 81.05 Vested (510) 30.73 Forfeited (40) 54.22 Outstanding at March 27, 2020 996 $ 60.00 |
Stock Based Compensation Expenses | The following table presents share-based compensation expenses included in the Company’s Consolidated Statements of Operations and Comprehensive Income: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Cost of revenues $ 341 $ 188 $ 682 $ 599 Selling, general and administrative 5,476 4,039 15,503 12,465 Research and development 997 646 2,819 1,772 Stock-based compensation expense before tax 6,814 4,873 19,004 14,836 Income taxes (1,772) (1,316) (4,941) (4,006) Stock-based compensation expense, net of income taxes $ 5,042 $ 3,557 $ 14,063 $ 10,830 |
Operating Segment, Geographic_2
Operating Segment, Geographic Information and Significant Customers (Tables) | 9 Months Ended |
Mar. 27, 2020 | |
Segment Reporting [Abstract] | |
Geographic Distribution of Revenues and Long Lived Assets from Continuing Operations | 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 THIRD QUARTER ENDED MARCH 27, 2020 Net revenues to unaffiliated customers $ 196,158 $ 11,408 $ 450 $ — $ 208,016 Inter-geographic revenues 389 754 — (1,143) — Net revenues $ 196,547 $ 12,162 $ 450 $ (1,143) $ 208,016 THIRD QUARTER 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 NINE MONTHS ENDED MARCH 27, 2020 Net revenues to unaffiliated customers $ 539,535 $ 37,569 $ 2,129 $ — $ 579,233 Inter-geographic revenues 2,015 2,222 — (4,237) — Net revenues $ 541,550 $ 39,791 $ 2,129 $ (4,237) $ 579,233 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 The following table presents the Company's net revenue by end user for the periods presented: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Domestic (1) $ 187,560 $ 153,634 $ 516,659 $ 427,119 International/Foreign Military Sales (2) 20,456 21,002 62,574 50,662 Total Net Revenue $ 208,016 $ 174,636 $ 579,233 $ 477,781 (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 presents the Company's net revenue by end application for the periods presented: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Radar (1) $ 78,113 $ 40,674 $ 164,360 $ 123,661 Electronic Warfare (2) 40,221 36,569 112,417 86,320 Other Sensor & Effector (3) 26,278 28,364 80,680 63,477 Total Sensor & Effector 144,612 105,607 357,457 273,458 C4I (4) 47,351 46,217 154,140 137,717 Other (5) 16,053 22,812 67,636 66,606 Total Net Revenue $ 208,016 $ 174,636 $ 579,233 $ 477,781 (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 presents the Company's net revenue by product grouping for the periods presented: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Components (1) $ 56,786 $ 52,372 $ 170,586 $ 133,686 Modules and Sub-assemblies (2) 46,069 36,153 148,583 130,142 Integrated Subsystems (3) 105,161 86,111 260,064 213,953 Total Net Revenue $ 208,016 $ 174,636 $ 579,233 $ 477,781 (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 identifiable long-lived assets is summarized as follows: U.S. Europe Asia Pacific Eliminations Total March 27, 2020 $ 73,549 $ 5,108 $ 7 $ — $ 78,664 June 30, 2019 $ 54,952 $ 5,037 $ 12 $ — $ 60,001 |
Customers Comprising Ten Percent or More Revenues | Customers comprising 10% or more of the Company’s revenues for the periods shown are as follows: Third Quarters Ended Nine Months Ended March 27, 2020 March 31, 2019 March 27, 2020 March 31, 2019 Lockheed Martin Corporation 17 % 24 % 17 % 16 % Raytheon Company 17 % 19 % 15 % 21 % L3Harris Technologies * * 10 % * 34 % 43 % 42 % 37 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended | |
Mar. 27, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Supplemental Balance Sheet Information | Supplemental operating lease balance sheet information is summarized as follows: As of March 27, 2020 Operating lease right-of-use assets $ 61,112 Accrued expenses (1) $ 6,805 Operating lease liabilities 67,028 Total operating lease liabilities $ 73,833 (1) The short term portion of the Operating lease liabilities is included within Accrued expenses on the Consolidated Balance Sheet. | |
Other Supplemental Information | Other supplemental operating lease information is summarized as follows: Nine Months Ended March 27, 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 5,251 Right-of-use assets obtained in exchange for new lease liabilities (1) $ 18,675 Weighted average remaining lease term 9.4 years Weighted average discount rate 4.89 % | |
Maturity of Operating Lease Commitments | Maturities of operating lease commitments as of March 27, 2020 were as follows: Fiscal Year Totals 2020 (1) $ 2,583 2021 8,902 2022 10,642 2023 9,897 2024 8,951 Thereafter 53,580 Total lease payments 94,555 Less: imputed interest (20,722) Present value of operating lease liabilities $ 73,833 | Fiscal Year Totals 2020 $ 10,205 2021 8,949 2022 8,280 2023 7,414 2024 6,496 Thereafter 28,286 Total minimum lease payments $ 69,630 |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended |
Mar. 27, 2020program | |
Accounting Policies [Abstract] | |
Number of programs using products and services | 300 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Significant Accounting Policies [Line Items] | |||||
Percentage of revenue recognized | 60.00% | ||||
Unbilled receivables and costs in excess of billings | $ 86,860,000 | $ 86,860,000 | $ 57,387,000 | ||
Contract liability balance | 14,858,000 | 14,858,000 | $ 12,362 | ||
Revenue recognized in the contract liability balance | 1,564,000 | $ 1,173,000 | 9,838,000 | $ 10,156,000 | |
Factored accounts receivable | $ 262,425,000 | $ 262,425,000 | |||
Transferred over Time | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of revenue recognized | 30.00% | 26.00% | 26.00% | 24.00% | |
Ship and bill | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of revenue recognized | 70.00% | 74.00% | 74.00% | 76.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Basic and Diluted Weighted Average Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||||
Basic weighted-average shares outstanding (in shares) | 54,604 | 47,258 | 54,514 | 47,164 |
Effect of dilutive equity instruments (in shares) | 523 | 700 | 557 | 619 |
Diluted weighted-average shares outstanding (in shares) | 55,127 | 47,958 | 55,071 | 47,783 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 3 | 11 | 136 | 244 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Sep. 27, 2019 | Sep. 23, 2019 | Apr. 18, 2019 | Jan. 29, 2019 | Jul. 31, 2018 | Mar. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Jan. 31, 2019 |
Business Acquisition [Line Items] | |||||||||||
Estimated goodwill | $ 614,830,000 | $ 614,830,000 | $ 562,146,000 | ||||||||
Revenues | 208,016,000 | $ 174,636,000 | 579,233,000 | $ 477,781,000 | |||||||
Income before income taxes | 28,928,000 | $ 19,466,000 | 66,943,000 | $ 46,940,000 | |||||||
The Athena Group, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Business Three, Net of Cash Acquired | $ 34,000,000 | ||||||||||
Cash paid at closing | $ 34,049,000 | ||||||||||
Useful life of acquired assets | 11 years | ||||||||||
Estimated goodwill | $ 15,999,000 | ||||||||||
Estimated fair value of assets acquired | 33,603,000 | ||||||||||
The Athena Group, Inc. [Member] | Developed Technology Rights | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | 23,700,000 | ||||||||||
American Panel Corporation | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Business Three, Net of Cash Acquired | $ 100,000,000 | ||||||||||
Cash paid at closing | 100,826,000 | ||||||||||
Estimated goodwill | 52,437,000 | ||||||||||
Tax deductible goodwill | 51,686,000 | ||||||||||
Estimated fair value of assets acquired | $ 97,328,000 | ||||||||||
Revenues | 7,600 | 18,196 | |||||||||
Income before income taxes | 103 | 1,905 | |||||||||
Acquired goodwill, amortization period | 15 years | ||||||||||
American Panel Corporation | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 20,400,000 | ||||||||||
Useful life of acquired assets | 11 years | ||||||||||
American Panel Corporation | Developed Technology Rights | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 10,400,000 | ||||||||||
Useful life of acquired assets | 11 years | ||||||||||
American Panel Corporation | Backlog | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 2,400,000 | ||||||||||
Useful life of acquired assets | 2 years | ||||||||||
Syntonic Microwave LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Business Three, Net of Cash Acquired | 12,000,000 | ||||||||||
Cash paid at closing | 13,118,000 | ||||||||||
Estimated goodwill | 4,232,000 | ||||||||||
Tax deductible goodwill | 2,936,000 | 2,936,000 | |||||||||
Estimated fair value of assets acquired | $ 13,118,000 | ||||||||||
Acquired goodwill, amortization period | 15 years | ||||||||||
Syntonic Microwave LLC | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 4,200,000 | ||||||||||
Useful life of acquired assets | 10 years | ||||||||||
Syntonic Microwave LLC | Developed Technology Rights | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 2,500,000 | ||||||||||
Useful life of acquired assets | 9 years | ||||||||||
Syntonic Microwave LLC | Backlog | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 400,000 | ||||||||||
Useful life of acquired assets | 1 year | ||||||||||
GECO Avionics, LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid at closing | $ 36,500,000 | ||||||||||
Estimated goodwill | $ 21,023,000 | ||||||||||
Tax deductible goodwill | 19,939,000 | 19,939,000 | |||||||||
Estimated fair value of assets acquired | $ 36,500,000 | ||||||||||
Acquired goodwill, amortization period | 15 years | ||||||||||
GECO Avionics, LLC | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 6,900,000 | ||||||||||
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 | $ 1,000,000 | ||||||||||
Germane Systems | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid at closing | $ 47,166,000 | ||||||||||
Total purchase price | 45,000,000,000 | 1,244,000 | |||||||||
Estimated goodwill | 23,558,000 | ||||||||||
Tax deductible goodwill | $ 21,363,000 | $ 21,363,000 | |||||||||
Estimated fair value of assets acquired | $ 45,922,000 | ||||||||||
Acquired goodwill, amortization period | 15 years | ||||||||||
Germane Systems | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 8,500,000,000 | ||||||||||
Useful life of acquired assets | 11 years | ||||||||||
Germane Systems | Developed Technology Rights | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 4,200,000,000 | ||||||||||
Useful life of acquired assets | 8 years | ||||||||||
Germane Systems | Backlog | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets acquired | $ 210,000,000 | ||||||||||
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 | Sep. 23, 2019 | Apr. 18, 2019 | Jan. 29, 2019 | Jul. 31, 2018 | Mar. 27, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Jan. 31, 2019 |
Consideration transferred | ||||||||
Net purchase price | $ 96,502 | $ 81,529 | ||||||
Estimated fair value of tangible assets acquired and liabilities assumed | ||||||||
Estimated goodwill | $ 614,830 | $ 562,146 | ||||||
American Panel Corporation | ||||||||
Consideration transferred | ||||||||
Cash paid at closing | $ 100,826 | |||||||
Working capital and net debt adjustment | (5,952) | |||||||
Liabilities assumed | 2,454 | |||||||
Less cash acquired | (826) | |||||||
Net purchase price | 96,502 | |||||||
Estimated fair value of tangible assets acquired and liabilities assumed | ||||||||
Cash | 826 | |||||||
Accounts receivable | 3,726 | |||||||
Inventory | 11,271 | |||||||
Fixed assets | 690 | |||||||
Other current and non-current assets | 3,494 | |||||||
Accounts payable | (1,554) | |||||||
Accrued expenses | (1,013) | |||||||
Other current and non-current liabilities | (5,749) | |||||||
Estimated fair value of net tangible assets acquired | 11,691 | |||||||
Estimated fair value of identifiable intangible assets | 33,200 | |||||||
Estimated goodwill | 52,437 | |||||||
Estimated fair value of net assets acquired | 97,328 | |||||||
Cash Acquired from Acquisition | $ 826 | |||||||
The Athena Group, Inc. [Member] | ||||||||
Consideration transferred | ||||||||
Cash paid at closing | $ 34,049 | |||||||
Working capital and net debt adjustment | (446) | |||||||
Less cash acquired | (49) | |||||||
Net purchase price | 33,554 | |||||||
Estimated fair value of tangible assets acquired and liabilities assumed | ||||||||
Cash | 49 | |||||||
Accounts receivable | 726 | |||||||
Fixed assets | 74 | |||||||
Other current and non-current assets | 260 | |||||||
Accounts payable | (48) | |||||||
Accrued expenses | (143) | |||||||
Other current and non-current liabilities | (600) | |||||||
Deferred tax liability | (6,414) | |||||||
Estimated fair value of net tangible assets acquired | (6,096) | |||||||
Estimated fair value of identifiable intangible assets | 23,700 | |||||||
Estimated goodwill | 15,999 | |||||||
Estimated fair value of net assets acquired | 33,603 | |||||||
Cash Acquired from Acquisition | 49 | |||||||
Syntonic Microwave LLC | ||||||||
Consideration transferred | ||||||||
Cash paid at closing | 13,118 | |||||||
Less cash acquired | (1,118) | |||||||
Net purchase price | 12,000 | |||||||
Estimated fair value of tangible assets acquired and liabilities assumed | ||||||||
Cash | 1,118 | |||||||
Accounts receivable | 281 | |||||||
Inventory | 482 | |||||||
Fixed assets | 31 | |||||||
Other current and non-current assets | 6 | |||||||
Accounts payable | (71) | |||||||
Accrued expenses | (61) | |||||||
Estimated fair value of net tangible assets acquired | 1,786 | |||||||
Estimated fair value of identifiable intangible assets | 7,100 | |||||||
Estimated goodwill | 4,232 | |||||||
Estimated fair value of net assets acquired | 13,118 | |||||||
Cash Acquired from Acquisition | $ 1,118 | |||||||
GECO Avionics, LLC | ||||||||
Consideration transferred | ||||||||
Cash paid at closing | $ 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 | 12,700 | |||||||
Estimated goodwill | 21,023 | |||||||
Estimated fair value of net assets acquired | $ 36,500 | |||||||
Germane Systems | ||||||||
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 | (1,394) | |||||||
Other current and non-current liabilities | (514) | |||||||
Estimated fair value of net tangible assets acquired | 9,454 | |||||||
Estimated fair value of identifiable intangible assets | 12,910 | |||||||
Estimated goodwill | 23,558 | |||||||
Estimated fair value of net assets acquired | 45,922 | |||||||
Cash Acquired from Acquisition | $ 193 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 27, 2020 | Mar. 27, 2020 | Mar. 31, 2019 | |
Assets: | |||
Gain on Sale of Investments | $ 4,310 | $ 3,810 | $ 0 |
Proceeds from sale of investment | 3,810 | 4,310 | $ 0 |
Fair Value | Fair Value, Measurements, Recurring | Certificates of deposit | |||
Assets: | |||
Fair value measurement disclosure | 99,905 | 99,905 | |
Fair Value | Fair Value, Measurements, Recurring | Level 1 | Certificates of deposit | |||
Assets: | |||
Fair value measurement disclosure | 0 | 0 | |
Fair Value | Fair Value, Measurements, Recurring | Level 2 | Certificates of deposit | |||
Assets: | |||
Fair value measurement disclosure | 99,905 | 99,905 | |
Fair Value | Fair Value, Measurements, Recurring | Level 3 | Certificates of deposit | |||
Assets: | |||
Fair value measurement disclosure | $ 0 | $ 0 |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Mar. 27, 2020 | Jun. 30, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 95,054 | $ 84,561 |
Work in process | 49,127 | 38,525 |
Finished goods | 17,677 | 14,026 |
Total | $ 161,858 | $ 137,112 |
Goodwill (Detail)
Goodwill (Detail) $ in Thousands | 9 Months Ended |
Mar. 27, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 562,146 |
Ending Balance | 614,830 |
SMP | |
Goodwill [Roll Forward] | |
Beginning Balance | 140,783 |
Ending Balance | 193,020 |
AMS | |
Goodwill [Roll Forward] | |
Beginning Balance | 222,379 |
Ending Balance | 222,379 |
MDS | |
Goodwill [Roll Forward] | |
Beginning Balance | 198,984 |
Ending Balance | 199,431 |
Germane Systems | |
Goodwill [Roll Forward] | |
Goodwill adjustment | 447 |
Germane Systems | MDS | |
Goodwill [Roll Forward] | |
Goodwill adjustment | 447 |
GECO Avionics, LLC | |
Goodwill [Roll Forward] | |
Goodwill adjustment | (200) |
GECO Avionics, LLC | SMP | |
Goodwill [Roll Forward] | |
Goodwill adjustment | (200) |
APC | |
Goodwill [Roll Forward] | |
Goodwill acquired during period | 52,437 |
APC | SMP | |
Goodwill [Roll Forward] | |
Goodwill acquired during period | $ 52,437 |
Restructuring - Expenses by Rep
Restructuring - Expenses by Reportable Segment for Restructuring Plans (Detail) $ in Thousands | 9 Months Ended |
Mar. 27, 2020USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability at June 30, 2019 | $ 4 |
Restructuring and other charges | 1,815 |
Cash paid | (967) |
Restructuring liability at March 27, 2020 | 852 |
Severance & Related | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability at June 30, 2019 | 4 |
Restructuring and other charges | 1,740 |
Cash paid | (892) |
Restructuring liability at March 27, 2020 | 852 |
Facilities & Other | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability at June 30, 2019 | 0 |
Restructuring and other charges | 75 |
Cash paid | (75) |
Restructuring liability at March 27, 2020 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | ||||
Restructuring and other charges | $ 66 | $ 46 | $ 1,815 | $ 573 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ 5,363 | $ 5,357 | $ 8,455 | $ 12,969 |
(Loss) income from operations before income taxes | 28,928 | 19,466 | 66,943 | 46,940 |
Excess tax benefits on stock-based compensation | 159 | $ 143 | $ 6,639 | $ 1,858 |
Unrecognized Tax Benefits, Period Increase (Decrease) | 251 | |||
Income Tax Credits and Adjustments | 1,005 | |||
Other Noncash Income Tax Expense | $ 813 |
Debt (Detail)
Debt (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Sep. 28, 2018 | |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 200,000,000 | $ 81,500,000 | ||||
Long-term debt | $ 200,000,000 | 200,000,000 | $ 0 | |||
Interest expense | 58,000 | $ 2,473,000 | 58,000 | $ 6,928,000 | ||
Amount of outstanding letter of credit | 904,000 | 904,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 750,000,000 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 4,705,000 | $ 4,705,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension benefit plan, net of tax | $ 7 | $ (15) | $ 22 | $ (45) |
Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost | 304 | $ 197 | 896 | $ 599 |
Fiscal 2019 cash contributions to plan | 822 | 822 | ||
Pension Plan | Other Noncurrent Liabilities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net funded status of plan | $ (9,583) | $ (9,583) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |||
Mar. 27, 2020 | Mar. 31, 2019 | Nov. 06, 2019 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocation of recognized period costs, capitalized amount | $ 481 | $ 241 | ||
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 | |||
Shares available for future grant (in shares) | 77 | |||
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) | 41 | 51 | ||
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 | |||
Shares available for future grant (in shares) | 2,656 | |||
2005 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grant (in shares) | 710 | 184 | ||
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. 27, 2020 |
Number of Shares | |||
Outstanding at beginning of period (in shares) | 4 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | (1) | ||
Cancelled (in shares) | 0 | ||
Outstanding at end of period (in shares) | 3 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of period (usd per share) | $ 5.52 | ||
Granted (usd per share) | 0 | ||
Exercised (usd per share) | 5.52 | ||
Cancelled (usd per share) | $ 0 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Outstanding at end of period | 1 year 4 months 17 days | 2 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. 27, 2020$ / sharesshares | |
Number of Shares | |
Beginning Balance (in shares) | shares | 1,046 |
Granted (in shares) | shares | 500 |
Vested (in shares) | shares | (510) |
Forfeited (in shares) | shares | (40) |
Ending Balance (in shares) | shares | 996 |
Weighted Average Grant Date Fair Value | |
Beginning Balance (usd per share) | $ / shares | $ 39.62 |
Granted (usd per share) | $ / shares | 81.05 |
Vested (usd per share) | $ / shares | 30.73 |
Forfeited (usd per share) | $ / shares | 54.22 |
Ending Balance (usd per share) | $ / shares | $ 60 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before tax | $ 6,814 | $ 4,873 | $ 19,004 | $ 14,836 |
Income taxes | (1,772) | (1,316) | (4,941) | (4,006) |
Net compensation expense | 5,042 | 3,557 | 14,063 | 10,830 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before tax | 341 | 188 | 682 | 599 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before tax | 5,476 | 4,039 | 15,503 | 12,465 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before tax | $ 997 | $ 646 | $ 2,819 | $ 1,772 |
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. 27, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 27, 2020USD ($)segment | Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | |
Segment Reporting [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | $ 208,016 | $ 174,636 | $ 579,233 | $ 477,781 | |
Identifiable long-lived assets | 78,664 | 78,664 | $ 60,001 | ||
Components | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 56,786 | 52,372 | 170,586 | 133,686 | |
Modules and Sub-assemblies | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 46,069 | 36,153 | 148,583 | 130,142 | |
Integrated Subsystems | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 105,161 | 86,111 | 260,064 | 213,953 | |
Total Sensor & Effector | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 144,612 | 105,607 | 357,457 | 273,458 | |
Radar | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 78,113 | 40,674 | 164,360 | 123,661 | |
Electronic Warfare | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 40,221 | 36,569 | 112,417 | 86,320 | |
Other Sensor & Effector | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 26,278 | 28,364 | 80,680 | 63,477 | |
C4I | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 47,351 | 46,217 | 154,140 | 137,717 | |
Other End Applications | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 16,053 | 22,812 | 67,636 | 66,606 | |
Domestic | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 187,560 | 153,634 | 516,659 | 427,119 | |
International/Foreign Military Sales | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 20,456 | 21,002 | 62,574 | 50,662 | |
US | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 196,158 | 158,715 | 539,535 | 435,733 | |
Europe | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 11,408 | 15,280 | 37,569 | 39,918 | |
Asia Pacific | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 450 | 641 | 2,129 | 2,130 | |
Reportable Geographical Components | US | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 196,547 | 161,699 | 541,550 | 441,167 | |
Identifiable long-lived assets | 73,549 | 73,549 | 54,952 | ||
Reportable Geographical Components | Europe | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 12,162 | 15,594 | 39,791 | 40,935 | |
Identifiable long-lived assets | 5,108 | 5,108 | 5,037 | ||
Reportable Geographical Components | Asia Pacific | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 450 | 641 | 2,129 | 2,130 | |
Identifiable long-lived assets | 7 | 7 | 12 | ||
Geography Eliminations | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | (1,143) | (3,298) | (4,237) | (6,451) | |
Identifiable long-lived assets | 0 | 0 | $ 0 | ||
Geography Eliminations | US | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 389 | 2,984 | 2,015 | 5,434 | |
Geography Eliminations | Europe | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 754 | 314 | 2,222 | 1,017 | |
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. 27, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Mar. 31, 2019 | |
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 34.00% | 43.00% | 42.00% | 37.00% |
Lockheed Martin Corporation | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 17.00% | 24.00% | 17.00% | 16.00% |
Raytheon Company | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 17.00% | 19.00% | 15.00% | 21.00% |
L3Harris Technologies | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10.00% |
Commitments And Contingencies (
Commitments And Contingencies (Detail) $ in Thousands | Mar. 27, 2020USD ($) |
Non-cancelable purchase commitments | |
Long-term Purchase Commitment [Line Items] | |
Purchase commitments for less than one year | $ 110,203 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 27, 2020 | Jun. 30, 2019 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 61,112 | $ 0 |
Accrued expenses | 6,805 | |
Operating lease liabilities | 67,028 | $ 0 |
Total operating lease liabilities | $ 73,833 |
Leases - Maturity of Lease Comm
Leases - Maturity of Lease Commitments (Details) - USD ($) $ in Thousands | Mar. 27, 2020 | Jun. 30, 2019 |
Leases [Abstract] | ||
2020 | $ 2,583 | $ 10,205 |
2021 | 8,902 | 8,949 |
2022 | 10,642 | 8,280 |
2023 | 9,897 | 7,414 |
2024 | 8,951 | 6,496 |
Thereafter | 53,580 | 28,286 |
Total lease payments | 94,555 | $ 69,630 |
Less: imputed interest | (20,722) | |
Present value of operating lease liabilities | $ 73,833 |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 27, 2020 | Sep. 23, 2019 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | |||
Right-of-use assets obtained in exchange for new lease liabilities | $ 18,675 | ||
Weighted average remaining lease term | 9 years 4 months 24 days | ||
Weighted average discount rate | 4.89% | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 5,251 | ||
Right-of-use assets | $ 61,112 | $ 0 | |
American Panel Corporation | |||
Business Acquisition [Line Items] | |||
Right-of-use assets | $ 2,485 |
Leases - Additional Disclosure
Leases - Additional Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 27, 2020 | Mar. 27, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 2,550 | $ 7,541 |