Cover
Cover - shares | 3 Months Ended | |
Sep. 29, 2023 | Oct. 31, 2023 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 29, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-23599 | |
Entity Registrant Name | MERCURY SYSTEMS, INC. | |
Entity Incorporation, State or Country Code | MA | |
Entity Tax Identification Number | 04-2741391 | |
Entity Address, Address Line One | 50 MINUTEMAN ROAD | |
Entity Address, City or Town | ANDOVER | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01810 | |
City Area Code | 978 | |
Local Phone Number | 256-1300 | |
Title of 12(g) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | MRCY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,277,051 | |
Entity Central Index Key | 0001049521 | |
Current Fiscal Year End Date | --06-28 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 29, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 89,369 | $ 71,563 |
Accounts receivable, net of allowance for credit losses of $820 and $1,335 at September 29, 2023 and June 30, 2023, respectively | 91,448 | 124,729 |
Unbilled receivables and costs in excess of billings | 388,555 | 382,558 |
Inventory | 362,910 | 337,216 |
Prepaid expenses and other current assets | 22,422 | 20,952 |
Total current assets | 954,704 | 937,018 |
Property and equipment, net | 117,174 | 119,554 |
Goodwill | 938,093 | 938,093 |
Intangible assets, net | 285,551 | 298,051 |
Operating lease right-of-use assets, net | 60,877 | 63,015 |
Deferred tax asset | 39,919 | 27,099 |
Other non-current assets | 4,446 | 8,537 |
Total assets | 2,400,764 | 2,391,367 |
Current liabilities: | ||
Accounts payable | 95,825 | 103,986 |
Accrued expenses | 33,660 | 28,423 |
Accrued compensation | 17,717 | 30,419 |
Income taxes payable | 0 | 13,874 |
Deferred revenues and customer advances | 58,116 | 56,562 |
Total current liabilities | 205,318 | 233,264 |
Income taxes payable | 5,166 | 5,166 |
Long-term debt | 576,500 | 511,500 |
Operating lease liabilities | 64,168 | 66,797 |
Other non-current liabilities | 8,800 | 7,955 |
Total liabilities | 859,952 | 824,682 |
Commitments and contingencies (Note L) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.01 par value; 85,000,000 shares authorized; 57,273,559 and 56,961,665 shares issued and outstanding at September 29, 2023 and June 30, 2023, respectively | 573 | 570 |
Additional paid-in capital | 1,205,573 | 1,196,847 |
Retained earnings | 320,731 | 357,439 |
Accumulated other comprehensive income | 13,935 | 11,829 |
Total shareholders’ equity | 1,540,812 | 1,566,685 |
Total liabilities and shareholders’ equity | $ 2,400,764 | $ 2,391,367 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 29, 2023 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 820 | $ 1,335 |
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) | 57,273,559 | 56,961,665 |
Common stock, shares outstanding (shares) | 57,273,559 | 56,961,665 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 29, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Net revenues | $ 180,991 | $ 227,579 |
Cost of revenues | 130,464 | 149,484 |
Gross margin | 50,527 | 78,095 |
Operating expenses: | ||
Selling, general and administrative | 35,794 | 38,943 |
Research and development | 31,872 | 27,766 |
Amortization of intangible assets | 12,547 | 14,574 |
Restructuring and other charges | 9,546 | 1,508 |
Acquisition costs and other related expenses | 969 | 2,498 |
Total operating expenses | 90,728 | 85,289 |
Loss from operations | (40,201) | (7,194) |
Interest income | 103 | 29 |
Interest expense | (7,863) | (4,547) |
Other expense, net | (1,774) | (3,645) |
Loss before income taxes | (49,735) | (15,357) |
Income tax benefit | (13,027) | (1,022) |
Net loss | $ (36,708) | $ (14,335) |
Basic net (loss) earnings per share (in dollars per share) | $ (0.64) | $ (0.26) |
Diluted net (loss) earnings per share (in dollars per share) | $ (0.64) | $ (0.26) |
Weighted-average shares outstanding: | ||
Basic (in shares) | 57,105 | 55,931 |
Diluted (in shares) | 57,105 | 55,931 |
Comprehensive loss: | ||
Net loss | $ (36,708) | $ (14,335) |
Change in fair value of derivative instruments, net of tax | 1,742 | 4,420 |
Foreign currency translation adjustments | 420 | 429 |
Pension benefit plan, net of tax | (56) | 48 |
Total other comprehensive income, net of tax | 2,106 | 4,897 |
Total comprehensive loss | $ (34,602) | $ (9,438) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Jul. 01, 2022 | 55,680,000 | ||||
Beginning balance at Jul. 01, 2022 | $ 1,537,185 | $ 557 | $ 1,145,323 | $ 385,774 | $ 5,531 |
Issuance of common stock under employee stock incentive plans (in shares) | 418,000 | ||||
Issuance of common stock under employee stock incentive plans | 0 | $ 4 | (4) | ||
Issuance of common stock under defined contribution plan (in shares) | 83,000 | ||||
Issuance of common stock under defined contribution plan | 4,123 | $ 1 | 4,122 | ||
Purchased and retirement of common stock (in shares) | (1,000) | ||||
Issuance of common stock under employee stock purchase plan | (63) | (63) | |||
Retirement of common stock | 7,123 | 7,123 | |||
Net loss | (14,335) | (14,335) | |||
Other comprehensive income (loss) | 4,897 | 4,897 | |||
Ending balance (in shares) at Sep. 30, 2022 | 56,180,000 | ||||
Ending balance at Sep. 30, 2022 | $ 1,538,930 | $ 562 | 1,156,501 | 371,439 | 10,428 |
Beginning balance (in shares) at Jun. 30, 2023 | 56,961,665 | 56,962,000 | |||
Beginning balance at Jun. 30, 2023 | $ 1,566,685 | $ 570 | 1,196,847 | 357,439 | 11,829 |
Issuance of common stock under employee stock incentive plans (in shares) | 187,000 | ||||
Issuance of common stock under employee stock incentive plans | 0 | $ 2 | (2) | ||
Issuance of common stock under defined contribution plan (in shares) | 125,000 | ||||
Issuance of common stock under defined contribution plan | 4,638 | $ 1 | 4,637 | ||
Retirement of common stock | 4,091 | 4,091 | |||
Net loss | (36,708) | (36,708) | |||
Other comprehensive income (loss) | $ 2,106 | 2,106 | |||
Ending balance (in shares) at Sep. 29, 2023 | 57,273,559 | 57,274,000 | |||
Ending balance at Sep. 29, 2023 | $ 1,540,812 | $ 573 | $ 1,205,573 | $ 320,731 | $ 13,935 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 29, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (36,708) | $ (14,335) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 22,692 | 23,701 |
Stock-based compensation expense | 4,117 | 7,249 |
Share-based matching contributions on defined contribution plan | 4,841 | 3,680 |
Benefit for deferred income taxes | (12,795) | (814) |
Other non-cash items | 186 | (1,301) |
Cash settlement for termination of interest rate swap | 7,403 | 5,995 |
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||
Accounts receivable, unbilled receivables, and costs in excess of billings | 27,046 | (47,257) |
Inventory | (27,630) | (18,430) |
Prepaid income taxes | (765) | (2,220) |
Prepaid expenses and other current assets | (1,813) | (11,946) |
Other non-current assets | 2,315 | 2,654 |
Accounts payable, accrued expenses, and accrued compensation | (13,020) | (17,788) |
Deferred revenues and customer advances | 1,760 | 8,270 |
Income taxes payable | (13,863) | (501) |
Other non-current liabilities | (2,834) | (2,996) |
Net cash used in operating activities | (39,068) | (66,039) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (8,015) | (7,328) |
Other investing activities | 0 | 50 |
Net cash used in investing activities | (8,015) | (7,278) |
Cash flows from financing activities: | ||
Borrowings under credit facilities | 65,000 | 60,000 |
Purchase and retirement of common stock | 0 | (63) |
Net cash provided by financing activities | 65,000 | 59,937 |
Effect of exchange rate changes on cash and cash equivalents | (111) | (293) |
Net increase (decrease) in cash and cash equivalents | 17,806 | (13,673) |
Cash and cash equivalents at beginning of period | 71,563 | 65,654 |
Cash and cash equivalents at end of period | 89,369 | 51,981 |
Cash paid during the period for: | ||
Interest | 6,417 | 3,713 |
Income taxes | 14,568 | 4,131 |
Non-cash investing activity: Purchases of property and equipment incurred but not yet paid | $ 6,192 | $ 507 |
Description of Business
Description of Business | 3 Months Ended |
Sep. 29, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of BusinessMercury Systems, Inc. is a technology company that delivers processing power for the most demanding aerospace and defense missions. Headquartered in Andover, Massachusetts, the Company's end-to-end processing platform enables a broad range of aerospace and defense programs, optimized for mission success in some of the most challenging and demanding environments. Processing technologies that comprise the Company's platform include signal solutions, display, software applications, networking, storage and secure processing. The Company's innovative solutions are mission-ready, trusted and secure, software-defined and open and modular (the Company's differentiators), to meet customers’ most-pressing high-tech needs, including those specific to the defense community. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 29, 2023 | |
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, 2023 which are contained in the Company’s Annual Report on Form 10-K filed with the SEC on August 15, 2023. The results for the first quarter ended September 29, 2023 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. All references to the first quarter of fiscal 2024 are to the quarter ended September 29, 2023. There were 13-weeks during the first quarters ended September 29, 2023 and September 30, 2022, respectively. 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. F OREIGN C URRENCY Local currencies are the functional currency for the Company’s subsidiaries in Switzerland, the United Kingdom, Spain and Canada. The accounts of foreign subsidiaries are translated using exchange rates in effect at period-end for assets and liabilities and at average exchange rates during the period for results of operations. The related translation adjustments are reported in Accumulated other comprehensive income (“AOCI”) in shareholders’ equity. Gains (losses) resulting from non-U.S. currency transactions are included in Other expense, net in the Consolidated Statements of Operations and Comprehensive Loss and were immaterial for all periods presented. 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 credit losses 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 customer's credit worthiness, reasonable forecasts about the future, 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. A CCOUNTS R ECEIVABLES F ACTORING On September 27, 2022, the Company executed an uncommitted receivables purchase agreement (“RPA”) with Bank of the West, as purchaser, pursuant to which the Company may offer to sell certain customer receivables, subject to the terms and conditions of the RPA. The RPA is an uncommitted arrangement such that the Company is not obligated to sell any receivables and Bank of the West has no obligation to purchase any receivables from the Company. Pursuant to the RPA, Bank of the West may purchase certain of the Company's customer receivables at a discounted rate, subject to a limit that as of any date, the total amount of purchased receivables held by Bank of the West, less the amount of all collections received on such receivables, may not exceed $20,000. The RPA has an indefinite term and the agreement remains in effect until it is terminated by either party. Factoring under the RPA Agreement is treated as a true sale of accounts receivable by the Company. The Company has continued involvement in servicing accounts receivable under the Purchase Agreement, but no retained interests related to the factored accounts receivable. On March 14, 2023, the Company amended the RPA to increase the capacity from $20,000 to $30,600. On June 21, 2023, the Company further amended the RPA with BMO Harris Bank (as successor in interest to Bank of the West) to increase the capacity from $30,600 to $60,000. Proceeds for amounts factored by the Company are recorded as an increase to cash and a reduction to accounts receivable outstanding in the Consolidated Balance Sheets. Cash Flows attributable to factoring are reflected as cash flows from operating activities in the Company's Consolidated Statements of Cash Flows. Factoring fees are included as selling, general and administrative expenses in the Company's Consolidated Statements of Operations and Comprehensive Loss. The Company had $28,826 factored in accounts receivables as of September 29, 2023 and incurred factoring fees of approximately $308 fo r the first quarter ended September 29, 2023. The Company did not factor any accounts receivable or incur any factoring fees for the first quarter ended September 30, 2022. D ERIVATIVES The Company records the fair value of its derivative financial instruments in its condensed consolidated financial statements in Other non-current assets, or Other non-current liabilities depending on their net position, regardless of the purpose or intent for holding the derivative contract. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in shareholders’ equity as a component of Other comprehensive income (loss) (“OCI”). Changes in the fair value of cash flow hedges that qualify for hedge accounting treatment are recorded in OCI and reclassified into earnings in the same line item on the Consolidated Statements of Operations and Comprehensive Loss as the impact of the hedged transaction when the underlying contract matures and, for interest rate exposure derivatives, over the term of the corresponding debt instrument. Changes in the fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur. All derivatives for the Company qualified for hedge accounting as of September 29, 2023. R EVENUE R ECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , (“ASC 606”). 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 42% and 37% of revenues for the first quarters ended September 29, 2023 and September 30, 2022 respectively. The Company also engages in contracts for development, production and service activities and recognizes revenue for performance obligations over time. These over time contracts involve the design, development, manufacture, or modification of complex modules and sub-assemblies or integrated subsystems and related services. Over time 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 over time was 58% and 63% of total revenues for the first quarters ended September 29, 2023 and September 30, 2022, respectively. The Company generally does not provid e its customers with rights of product return other than those related to assurance warranty provisions that permit repair or replacement of defective goods generally 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. The Company's contracts generally do not include significant financing components. The Company's over time contracts may include milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. Otherwise, the Company's contracts are predicated on payment upon completion of the performance obligation. On certain contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because most contracts have a duration of approximately two years on average and it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. All revenues are reported net of government assessed taxes (e.g., sales taxes or value-added taxes). Refer to Note K for disaggregation of revenue for the period. C ONTRACT B ALANCES Contract balances result from the timing of revenue recognized, billings and cash collections resulting in 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. Instead, while the Company has an enforceable right to payment as progress is made over performance obligations, billings to customers are generally predicated on (i) completion of defined milestones, (ii) monthly costs incurred or (iii) final delivery of goods or services. 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 as well as 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 $388,555 and $382,558 as of September 29, 2023 and June 30, 2023, respectively. The contract asset balance increased due to the timing of revenue on certain large overtime contracts as compared to timing of hardware delivery and related billing events on long-standing contract asset balances during the first quarter ended September 29, 2023. The contract liability balances were $58,569 and $57,142 as of September 29, 2023 and June 30, 2023, respectively. Revenue recognized for the first quarter ended September 29, 2023 that was included in the contract liability balance at June 30, 2023 was $21,015. Revenue recognized for the first quarter ended September 30, 2022 that was included in the contract liability balance at July 2, 2022 was $4,669. 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 September 29, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $557,347. The Company expects to recognize approximately 63% of its remaining performance obligations as revenue in the next 12 months and the balance thereafter. L ONG -L IVED A SSETS Long-lived assets primarily include property and equipment, intangible assets and right-of-use ("ROU") assets. The Company regularly evaluates its long-lived assets for events and circumstances that indicate a potential impairment in accordance with ASC 360, Property, Plant and Equipment (“ASC 360”). The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the estimated undiscounted cash flows of the asset as compared to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. W EIGHTED -A VERAGE S HARES Weighted-average shares were calculated as follows: First Quarters Ended September 29, 2023 September 30, 2022 Basic weighted-average shares outstanding 57,105 55,931 Effect of dilutive equity instruments — — Diluted weighted-average shares outstanding 57,105 55,931 Equity instruments to purchase 1,912 and 416 shares of common stock were not included in the calculation of diluted net loss per share for the first quarters ended September 29, 2023 and September 30, 2022, respectively, because the equity instruments were anti-dilutive. R ECENTLY I SSUED A CCOUNTING P RONOUNCEMENTS The Company has evaluated recently issued accounting pronouncements and determined there are no recently issued accounting pronouncements that require disclosure. R ECENTLY A DOPTED A CCOUNTING P RONOUNCEMENTS Effective July 1, 2023, the company adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , an amendment of the FASB Accounting Standards Codification. The amendments in this ASU address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers . This adoption did not have an impact to the Company's consolidated financial statements or related disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following table summarizes the Companies' financial instruments measured at fair value on a recurring basis as of September 29, 2023: Fair Value Measurements September 29, 2023 Level 1 Level 2 Level 3 Liabilities: Interest rate swap $ 1,548 $ — $ 1,548 $ — Total $ 1,548 $ — $ 1,548 $ — The carrying values of cash and cash equivalents, including money market funds, restricted cash, accounts receivable and payable, contract assets and liabilities and accrued liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The Company determined the carrying value of long-term debt approximated fair value due to variable interest rates charged on the borrowings, which reprice frequently. During the first quarter ended September 29, 2023, the Company entered into an interest rate hedging agreement (the “September 2023 Swap”). The fair value of the September 2023 Swap is estimated using a discounted cash flow analysis based on the contractual terms of the derivative, leveraging observable inputs other than quoted prices, such as interest rates. As of September 29, 2023, the fair value of the September 2023 Swap was a liability of $1,548 and is included within Other non-current liabilities in the Company's Consolidated Balance Sheets. The following table summarizes the Companies' financial instruments measured at fair value on a recurring basis as of June 30, 2023: Fair Value Measurements June 30, 2023 Level 1 Level 2 Level 3 Assets: Interest rate swap $ 3,523 $ — $ 3,523 $ — Total assets measured at fair value $ 3,523 $ — $ 3,523 $ — The fair value of interest rate hedging agreement entered on September 29, 2022 ("the Swap") is estimated using a discounted cash flow analysis based on the contractual terms of the derivative, leveraging observable inputs other than quoted prices, such as interest rates. As of June 30, 2023, the fair value of the Swap was an asset of $3,523 and is included within Other non-current assets in the Company's Consolidated Balance Sheets. The Company terminated the Swap during the first quarter ended September 29, 2023. Refer to Note M for further information regarding the September 2023 Swap and the termination of the Swap. |
Inventory
Inventory | 3 Months Ended |
Sep. 29, 2023 | |
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: As of September 29, 2023 June 30, 2023 Raw materials $ 235,921 $ 229,984 Work in process 101,086 81,930 Finished goods 25,903 25,302 Total $ 362,910 $ 337,216 |
Goodwill
Goodwill | 3 Months Ended |
Sep. 29, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill In accordance with FASB ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the Company determines its reporting units based upon whether discrete financial information is available, if management regularly reviews the operating results of the component, the nature of the products offered to customers and the market characteristics of each reporting unit. A reporting unit is considered to be an operating segment or one level below an operating segment also known as a component. Component level financial information is reviewed by management across two divisions: Mission Systems and Microelectronics. Accordingly, these were determined to be the Company's reporting units. There has been no change to the carrying amount of goodw ill during the first quarter ended September 29, 2023. The Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year. |
Restructuring
Restructuring | 3 Months Ended |
Sep. 29, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring During the first quarter ended September 29, 2023, the Company initiated several immediate cost savings measures that simplify the Company’s organizational structure, facilitate clearer accountability, and align to the Company’s priorities, including: (i) embedding the 1MPACT value creation initiatives and execution into the Company’s operations; (ii) streamlining organizational structure and removing areas of redundancy between corporate and divisional organizations; and (iii) reducing selling, general, and administrative headcount and rebalancing discretionary and third party spending to better align with the Company’s priority areas. On July 20, 2023, the Company executed the plan to embed the 1MPACT value creation initiatives into operations, and on August 9, 2023, the Company approved and initiated a workforce reduction that, together with the 1MPACT related action, eliminated approximately 150 positions resulting in $9,546 of severance costs. The Company incurs restructuring and other charges in connection with management's decision to undertake certain actions to realign operating expenses through workforce reductions and the closure of certain Company facilities, businesses and product lines. The Company's adjustments reflected in 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 Loss and any remaining restructuring obligations are expected to be paid within the next twelve months. The restructuring liability is classified as Accrued expenses in the Consolidated Balance Sheets. The following table presents the detail of charges included in the Company’s liability for restructuring and other charges: Severance & Related Balance at June 30, 2023 $ 1,529 Restructuring charges 9,546 Cash paid (4,087) Balance at September 29, 2023 $ 6,988 |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit of $13,027 and $1,022 on a loss before income taxes of $49,735 and $15,357 for the first quarters ended September 29, 2023 and September 30, 2022, respectively. For the first quarter ended September 29, 2023, the Company calculated the U.S. income tax benefit using the discrete method as though the three-month period was the annual period as this was more appropriate given the facts and circumstances. The Company determined that the application of the estimated annual effective tax rate (“AETR”) method generally required by FASB ASC 740, Income Taxes is impractical given that normal deviations in the projected close to break-even pre-tax net income (loss) could result in a disproportionate and unreliable effective tax rate under the AETR method. The effective tax rate for the first quarter ended September 29, 2023 differed from the federal statutory rate primarily due to federal and state research and development credits and state taxes. The effective tax rate for the first quarter ended September 30, 2022 differed from the federal statutory rate primarily due to federal and state research and development credits, non-deductible compensation and state taxes. During the first quarters ended September 29, 2023 and September 30, 2022, the Company recognized a tax provision of $1,215 and $1,611 related to stock compensation shortfalls, respectively. |
Debt
Debt | 3 Months Ended |
Sep. 29, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt R EVOLVING C REDIT F ACILITY On February 28, 2022, the Company amended the revolving credit facility (the "Revolver") to increase and extend the borrowing capacity to a $1,100,000, 5-year revolving credit line, with the maturity extended to February 28, 2027. As of September 29, 2023, the Company's outstanding balance of unamortized deferred financing costs was $3,211, which is being amortized to Other expense, net in the Consolidated Statements of Operations and Comprehensive Loss on a straight line basis over the term of the Revolver. As of September 29, 2023, the Company was in compliance with all covenants and conditions under the Revolver and there were outstanding borrowings of $576,500 against the Revolver, resulting in interest expense of $7,863 for the first quarter ended September 29, 2023. The borrowing capacity as defined under the Revolver as of September 29, 2023 is approximately $766,500, less outstanding borrowings of $576,500. There were outstanding letters of credit of $963 as of September 29, 2023. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Sep. 29, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan P ENSION P LAN The Company maintains a defined benefit pension plan (the “Plan”) for its Swiss employees, which is administered by an independent pension fund. The Plan is mandated by Swiss law and meets the criteria for a defined benefit plan under ASC 715, Compensation—Retirement Benefits (“ASC 715”), because participants of the Plan are entitled to a defined rate of return on contributions made. The independent pension fund is a multi-employer plan with unrestricted joint liability for all participating companies for which the Plan’s overfunding or underfunding is allocated to each participating company based on an allocation key determined by the Plan. The Company recognizes a net asset or liability for the Plan equal to the difference between the projected benefit obligation of the Plan and the fair value of the Plan’s assets as required by ASC 715. The funded status may vary from year to year due to changes in the fair value of the Plan’s assets and variations on the underlying assumptions of the projected benefit obligation of the Plan. The Plan's funded status at September 29, 2023 was a net liability of $4,073, which is recorded in Other non-current liabilities on the Consolidated Balance Sheet. The Company recorded a net loss of $56 in AOCI during the first quarter ended September 29, 2023. The Company recorded a net gain of $48 in AOCI during the first quarter ended September 30, 2022. The Company recognized net periodic benefit costs of $207 associated with the Plan for the first quarter ended September 29, 2023. The Company recognized net periodic benefit costs of $221 associated with the Plan for the first quarter ended September 30, 2022. The Company's total expected employer contributions to the Plan during fiscal 2024 are $1,125. 401(k) Plan |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation S TOCK I NCENTIVE P LANS At September 29, 2023, the aggregate number of shares authorized for issuance under the Company’s Amended and Restated 2018 Stock Incentive Plan (the “2018 Plan”) is 7,862 shares, including 3,000 shares approved by the Company's shareholders on October 28, 2020 and 2,000 shares approved for future grant under the 2018 Plan by the Company's shareholders on October 26, 2022. On October 25, 2023, the Company's shareholders approved an additional 3,450 shares to be added to the 2018 plan. The 2018 Plan shares available for issuance also include 948 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”). The 2018 Plan replaced 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. Stock options must be 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 598 available shares for future grant under the 2018 Plan at September 29, 2023. 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 At September 29, 2023, the aggregate number of shares authorized for issuance under the Company’s 1997 Employee Stock Purchase Plan, as amended and restated (“ESPP”), is 2,300 shares, including 500 shares approved by the Company's shareholders on October 28, 2020. 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 no shares issued under the ESPP during the first quarters ended September 29, 2023 and September 30, 2022, respectively. Shares available for future purchase under the ESPP totaled 168 at September 29, 2023. S TOCK O PTION A ND A WARD A CTIVITY On August 15, 2023, the Company announced that William L. Ballhaus was appointed as the Company’s President and Chief Executive Officer. Mr. Ballhaus received an onboarding grant of premium-priced stock options ("New Hire Option") under the 2018 Plan. The Company and Mr. Ballhaus are parties to an employment agreement, which is included in exhibit 10.1 on Form 8-K filed by the Company with the SEC on August 15, 2023. The New Hire Option is granted in four (4) tranches as follows: (w) 233,500 shares of the Company’s common stock with an exercise price equal to $42.00 (“Tranche 1”); (x) 233,500 shares of the Company’s common stock with an exercise price equal to $43.00 (“Tranche 2”); (y) 233,500 shares of the Company’s common stock with an exercise price equal to $46.00 (“Tranche 3”); and (z) 233,500 shares of the Company’s common stock with an exercise price equal to $49.00 (“Tranche 4”). Tranche 1 and Tranche 2 shall become vested and exercisable on the third anniversary of August 17, 2023 ("the Initial Grant Date") (subject to the Executive’s continued employment through such date) and shall expire on the four four The following table summarizes activity of the Company's stock option plans since June 30, 2023: Options Outstanding Number of Weighted Average Weighted Average Weighted Average Aggregate Outstanding at June 30, 2023 — $ — $ — — — Granted 934 12.71 45.00 Exercised — — Canceled — — Outstanding at September 29, 2023 934 $ 12.71 $ 45.00 3.42 — Exercisable at September 29, 2023 — $ — $ — — — There was no options vested or exercised during the first quarter ended September 29, 2023. Non-vested stock options are subject to the risk of forfeiture until the fulfillment of specified conditions. As of September 29, 2023, there was $11,351 of total unrecognized compensation cost related to non-vested options granted that is expected to be recognized over a weighted-average period 3.42 years from September 29, 2023. The Company uses the Black-Scholes valuation model for estimating the fair value on the date of grant of stock options. The Company calculated the fair values of the options grants using the following weighted-average assumptions: First Quarter Ended September 29, 2023 Expected volatility 45 % Expected term 4 years Risk-free interest rate 4.44 % Expected dividend yield — % Weighted-average grant date fair value per share $ 12.71 The expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s stock for a period equal to the expected life of the option. The expected life of options has been determined using the average of the contractual term and the weighted average vesting term of the options. The risk-free interest rate is based on a zero-coupon U.S. treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period. There was no stock options granted during fiscal year ended June 30, 2023. The following table summarizes the status of the Company’s non-vested restricted stock awards and deferred stock awards since June 30, 2023: Non-vested Restricted Stock Awards Number of Weighted Average Outstanding at June 30, 2023 1,339 $ 54.45 Granted 1,131 36.90 Vested (187) 64.43 Forfeited (198) 52.88 Outstanding at September 29, 2023 2,085 $ 44.28 S TOCK -B ASED C OMPENSATION E XPENSE The Company recognizes expense for its share-based payment plans in the Consolidated Statements of Operations and Comprehensive Loss in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). The Company had $1,188 and $1,215 of capitalized stock-based compensation expense on the Consolidated Balance Sheets for the periods ended September 29, 2023 and June 30, 2023, 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 Loss: First Quarters Ended September 29, 2023 September 30, 2022 Cost of revenues $ 816 $ 799 Selling, general and administrative 1,761 4,878 Research and development 1,540 1,572 Stock-based compensation expense before tax 4,117 7,249 Income taxes (1,112) (1,957) Stock-based compensation expense, net of income taxes $ 3,005 $ 5,292 |
Operating Segment, Geographic I
Operating Segment, Geographic Information and Significant Customers | 3 Months Ended |
Sep. 29, 2023 | |
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 evaluated its internal organization under FASB ASC 280, Segment Reporting (“ASC 280”) to determine whether there has been a change to its conclusion of a single operating and reportable segment. The Company concluded there has been no changes given the CODM continues to evaluate and manage the Company on the basis of one operating and reportable segment. The Company utilized the management approach for determining its operating segment in accordance with ASC 280. The geographic distribution of the Company’s revenues as determined by country in which the Company's legal subsidiary is domiciled is summarized as follows: U.S. Europe Asia Pacific Eliminations Total FIRST QUARTER ENDED SEPTEMBER 29, 2023 Net revenues to unaffiliated customers $ 171,881 $ 9,104 $ 6 $ — $ 180,991 Inter-geographic revenues 1,719 92 — (1,811) — Net revenues $ 173,600 $ 9,196 $ 6 $ (1,811) $ 180,991 FIRST QUARTER ENDED SEPTEMBER 30, 2022 Net revenues to unaffiliated customers $ 218,822 $ 8,752 $ 5 $ — $ 227,579 Inter-geographic revenues 147 204 — (351) — Net revenues $ 218,969 $ 8,956 $ 5 $ (351) $ 227,579 The Company offers a broad family of products and processing solutions designed to meet the full range of requirements in compute-intensive, signal processing, image processing and command and control applications. To maintain a competitive advantage, the Company seeks to leverage technology investments across multiple product lines and product solutions. The Company’s products are typically compute-intensive and require extremely high bandwidth and high throughput. These processing solutions often must also meet significant size, weight and power ("SWaP") constraints for use in aircraft, unmanned aerial vehicles, ships and other platforms and be ruggedized for use in harsh environments. The Company's products transform the massive streams of digital data created in these applications into usable information in real time. The systems can scale from a few processors to thousands of processors. 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's proportion of revenue derived from the sale of components in different technological areas, and modules, sub-assemblies and integrated subsystems which combine technologies into more complex diverse products has shifted. 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, product grouping and/or platform is attained, the categorization of these products can vary over time. When this occurs, the Company reclassifies revenue by end user, application, product grouping and/or platform for prior periods. Such reclassifications typically do not materially change 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: First Quarters Ended September 29, 2023 September 30, 2022 Domestic (1) $ 146,467 $ 205,830 International/Foreign Military Sales (2) 34,524 21,749 Total Net Revenue $ 180,991 $ 227,579 (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 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: First Quarters Ended September 29, 2023 September 30, 2022 Radar (1) $ 28,559 $ 53,408 Electronic Warfare (2) 28,141 35,089 Other Sensor & Effector (3) 21,166 21,203 Total Sensor & Effector 77,866 109,700 C4I (4) 91,204 104,041 Other (5) 11,921 13,838 Total Net Revenue $ 180,991 $ 227,579 (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 and Effector products include all Sensor and 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: First Quarters Ended September 29, 2023 September 30, 2022 Components (1) $ 37,509 $ 34,807 Modules and Sub-assemblies (2) 37,533 44,004 Integrated Subsystems (3) 105,949 148,768 Total Net Revenue $ 180,991 $ 227,579 (1) Components represent the basic building blocks of an electronic system. They generally perform a single function such as switching, storing or converting electronic signals. Some examples include 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 combine multiple components to serve a range of complex functions, including processing, networking and graphics display. Typically delivered as computer boards or other packaging, modules and sub-assemblies are usually designed using open standards to provide interoperability when integrated in a subsystem. Examples of modules and sub-assemblies include embedded processing boards, switched fabrics and boards for high-speed input/output, digital receivers, graphics and video, along with multi-chip modules, integrated radio frequency and microwave multi-function assemblies and radio frequency tuners and transceivers. (3) Integrated subsystems bring components, modules and/or sub-assemblies into one system, enabled with software. Subsystems are typically, but not always, integrated within an open standards-based chassis and often feature interconnect technologies to enable communication between disparate systems. Spares and replacement modules and sub-assemblies are provided for use with subsystems sold by the Company. The Company’s subsystems are deployed in sensor processing, aviation and mission computing and C4I applications. The following table presents the Company's net revenue by platform for the periods presented: First Quarters Ended September 29, 2023 September 30, 2022 Airborne (1) $ 107,734 $ 127,260 Land (2) 23,650 33,932 Naval (3) 26,675 33,735 Other (4) 22,932 32,652 Total Net Revenues $ 180,991 $ 227,579 (1) Airborne platform includes products that relate to personnel, equipment or pieces of equipment designed for airborne applications. (2) Land platform includes products that relate to fixed or mobile equipment, or pieces of equipment for personnel, weapon systems, vehicles and support elements operating on land. (3) Naval platform includes products that relate to personnel, equipment or pieces of equipment designed for naval operations. (4) All platforms other than Airborne, Land or Naval. The geographic distribution of the Company’s identifiable long-lived assets is summarized as follows: U.S. Europe Total September 29, 2023 $ 114,041 $ 3,133 $ 117,174 June 30, 2023 $ 116,381 $ 3,173 $ 119,554 Identifiable long-lived assets exclude right-of-use assets, goodwill, and intangible assets. Customers comprising 10% or more of the Company’s revenues for the periods shown are as follows: First Quarters Ended September 29, 2023 September 30, 2022 Lockheed Martin Corporation 13 % 16 % L3Harris 12 % * Raytheon Technologies 11 % 13 % U.S. Navy * 12 % Northrop Grumman * 10 % 36 % 51 % * 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 revenues for the first quarters ended September 29, 2023 and September 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 29, 2023 | |
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 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. On December 7, 2021, counsel for National Technical Systems, Inc. (“NTS”) sent the Company an environmental demand letter pursuant to Massachusetts General Laws Chapter 21E, Section 4A, and CERCLA 42 U.S.C. Section 9601, related to a site that NTS formerly owned at 533 Main Street, Acton, Massachusetts. NTS received a Notice of Responsibility from the Massachusetts Department of Environmental Protection (“MassDEP”) alleging trichloroethene, freon and 1,4-dioxane contamination in the groundwater emanating from NTS’s former site. NTS alleges in its demand letter that the operations of a predecessor company to the Company that was acquired in the Company's acquisition of the Microsemi Carve-Out Business that once owned and operated a facility at 531 Main Street, Acton, Massachusetts contributed to the groundwater contamination. NTS is seeking payment from the Company of NTS’s costs for any required environmental remediation. In April 2022, the Company engaged in a meet and confer session with NTS pursuant to Massachusetts General Laws Chapter 21E, Section 4A to discuss the status of the environmental review performed by NTS and its licensed site professional. In addition, in November 2021, the Company responded to a request for information from MassDEP regarding the detection of PFAS (per- and polyfluoroakyl substances) in the Acton, Massachusetts Water District’s Conant public water supply wells near the former facility at 531 Main Street, Acton, Massachusetts at a level above standard that MassDEP published for PFAS in October 2020. The Company has not been contacted by NTS or MassDEP since the dates discussed above. It is too early to determine what responsibility, if any, the Company may have for these environmental matters. On June 19, 2023, the Board of Directors received notice of the Company's former CEO’s resignation from the positions of President and Chief Executive Officer. The Board accepted the resignation effective June 24, 2023. In the notice, the former CEO claimed entitlement to certain benefits, including equity vesting, severance, and other benefits, under the change in control severance agreement (the “CIC Agreement”) because the former CEO had resigned with good reason during a potential change in control period. The Company disputes these claims and maintains that the former CEO resigned without good reason. On September 19, 2023, the former CEO filed for binding arbitration under the employment rules of the American Arbitration Association (“AAA”). The Company responded and asserted its counterclaims in a filing with the AAA on November 1, 2023. The response by the former CEO is due in mid-November 2023, with further proceedings to be scheduled during 2024. The Company intends to contest vigorously the claims under the CIC Agreement and believes that the Company has strong arguments that the former CEO’s claims lack merit. If the arbitrator rules in the Company's favor, the Company may still need to pay the former CEO’s reasonable legal fees and compensation during the dispute. If instead the arbitrator rules for the former CEO, the Company could be liable for up to approximately $12,900, based on the closing price of the Company's common stock on June 26, 2023, plus legal fees and expenses and compensation during dispute, for accelerated equity vesting, severance, and other benefits under the CIC Agreement. The Company categorically denies any wrongdoing or liability under the CIC Agreement, but the outcome of potential arbitration is inherently uncertain. Accordingly, it is reasonably possible that the Company will incur a liability in this matter, and the Company estimates the potential range of exposure from $0 to $12,900, plus costs and attorneys’ fees and compensation to our former CEO during the dispute. 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 September 29, 2023, 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 $128,696 . 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. |
Derivatives
Derivatives | 3 Months Ended |
Sep. 29, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company utilizes interest rate derivatives to mitigate interest rate exposure with respect to its financing arrangements. On September 29, 2022, the Company entered into the Swap with JP Morgan Chase Bank, N.A. ("JPMorgan") for a notional amount of $300,000 in order to fix the interest rate associated with a portion of the total $511,500 existing borrowings on the Revolver at the time of the Swap. The Swap agreement was designated and qualified for hedge accounting treatment as a cash flow hedge. The Swap matures on February 28, 2027, coterminous with the maturity of the Revolver. The Swap established a fixed interest rate on the first $300,000 of the Company's outstanding borrowings against the Revolver obligation at 3.79%. On September 28, 2023, the Company terminated the Swap. At the time of termination, the fair value of the Swap was an asset of $7,403. The Company received the cash settlement of $7,403 and these proceeds are classified within Operating Activities of the Consolidated Statements of Cash Flows. Following the termination of the Swap, the Company entered into the September 2023 Swap agreement on September 28, 2023 with JPMorgan for a notional amount of $300,000 in order to fix the interest rate associated with a portion of the total $576,500 existing borrowings on Company's Revolver at 4.66%. The September 2023 Swap agreement was designated and qualified for hedge accounting treatment as a cash flow hedge. The September 2023 Swap matures on February 28, 2027, coterminous with the maturity of the Revolver. As of September 29, 2023, the fair value of the September 2023 Swap was a liability of $1,548 and is included within Other non-current liabilities in the Company's Consolidated Balance Sheets. During the first quarter ended September 29, 2023, the Company amortized $339 of the previous unrealized gain associated with an interest swap entered into on September 7, 2022 and terminated on September 29, 2022, which is included within Other comprehensive income. The market risk associated with the Company’s derivative instrument is the result of interest rate movements that are expected to offset the market risk of the underlying arrangement. The counterparty to the September 2023 Swap is JPMorgan. Based on the credit ratings of the Company’s counterparty as of September 29, 2023, nonperformance is not perceived to be a material risk. Furthermore, none of the Company’s derivatives are subject to collateral or other security arrangements and none contain provisions that are dependent on the Company’s credit ratings from any credit rating agency. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Company’s exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of the counterparty to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparty obligations under the contracts exceed the obligations of the Company to the counterparty. As a result of the above considerations, the Company does not consider the risk of counterparty default to be significant. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 29, 2023 | |
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.Due to the uncertainty surrounding a government shutdown or prolonged continuing resolution and the potential impact on the second quarter and fiscal 2024 results, the Company has proactively executed an amendment to its Revolver allowing for a temporary increase in the Consolidated Total Net Leverage Ratio covenant requirement from 4.50 to 5.25 for the second quarter. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 29, 2023 | |
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, 2023 which are contained in the Company’s Annual Report on Form 10-K filed with the SEC on August 15, 2023. The results for the first quarter ended September 29, 2023 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. |
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. |
Foreign Currency | F OREIGN C URRENCY Local currencies are the functional currency for the Company’s subsidiaries in Switzerland, the United Kingdom, Spain and Canada. The accounts of foreign subsidiaries are translated using exchange rates in effect at period-end for assets and liabilities and at average exchange rates during the period for results of operations. The related translation adjustments are reported in Accumulated other comprehensive income (“AOCI”) in shareholders’ equity. Gains (losses) resulting from non-U.S. currency transactions are included in Other expense, net in the Consolidated Statements of Operations and Comprehensive Loss and were immaterial for all periods presented. |
Accounts Receivable | 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 credit losses 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 customer's credit worthiness, reasonable forecasts about the future, 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. |
Derivatives | D ERIVATIVES The Company records the fair value of its derivative financial instruments in its condensed consolidated financial statements in Other non-current assets, or Other non-current liabilities depending on their net position, regardless of the purpose or intent for holding the derivative contract. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in shareholders’ equity as a component of Other comprehensive income (loss) (“OCI”). Changes in the fair value of cash flow hedges that qualify for hedge accounting treatment are recorded in OCI and reclassified into earnings in the same line item on the Consolidated Statements of Operations and Comprehensive Loss as the impact of the hedged transaction when the underlying contract matures and, for interest rate exposure derivatives, over the term of the corresponding debt instrument. Changes in the fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur. All derivatives for the Company qualified for hedge accounting as of September 29, 2023. |
Revenue Recognition and Contract Balances | R EVENUE R ECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , (“ASC 606”). 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 42% and 37% of revenues for the first quarters ended September 29, 2023 and September 30, 2022 respectively. The Company also engages in contracts for development, production and service activities and recognizes revenue for performance obligations over time. These over time contracts involve the design, development, manufacture, or modification of complex modules and sub-assemblies or integrated subsystems and related services. Over time 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 over time was 58% and 63% of total revenues for the first quarters ended September 29, 2023 and September 30, 2022, respectively. The Company generally does not provid e its customers with rights of product return other than those related to assurance warranty provisions that permit repair or replacement of defective goods generally 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. The Company's contracts generally do not include significant financing components. The Company's over time contracts may include milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. Otherwise, the Company's contracts are predicated on payment upon completion of the performance obligation. On certain contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because most contracts have a duration of approximately two years on average and it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. All revenues are reported net of government assessed taxes (e.g., sales taxes or value-added taxes). Refer to Note K for disaggregation of revenue for the period. C ONTRACT B ALANCES Contract balances result from the timing of revenue recognized, billings and cash collections resulting in 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. Instead, while the Company has an enforceable right to payment as progress is made over performance obligations, billings to customers are generally predicated on (i) completion of defined milestones, (ii) monthly costs incurred or (iii) final delivery of goods or services. 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 as well as 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. R EMAINING P ERFORMANCE O BLIGATIONS |
Long-lived Assets | L ONG -L IVED A SSETS Long-lived assets primarily include property and equipment, intangible assets and right-of-use ("ROU") assets. The Company regularly evaluates its long-lived assets for events and circumstances that indicate a potential impairment in accordance with ASC 360, Property, Plant and Equipment |
Weighted-Average Shares | W EIGHTED -A VERAGE S HARES Weighted-average shares were calculated as follows: First Quarters Ended September 29, 2023 September 30, 2022 Basic weighted-average shares outstanding 57,105 55,931 Effect of dilutive equity instruments — — Diluted weighted-average shares outstanding 57,105 55,931 Equity instruments to purchase 1,912 and 416 shares of common stock were not included in the calculation of diluted net loss per share for the first quarters ended September 29, 2023 and September 30, 2022, respectively, because the equity instruments were anti-dilutive. |
Recently Issued And Adopted Accounting Pronouncements | R ECENTLY I SSUED A CCOUNTING P RONOUNCEMENTS The Company has evaluated recently issued accounting pronouncements and determined there are no recently issued accounting pronouncements that require disclosure. R ECENTLY A DOPTED A CCOUNTING P RONOUNCEMENTS Effective July 1, 2023, the company adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , an amendment of the FASB Accounting Standards Codification. The amendments in this ASU address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers . This adoption did not have an impact to the Company's consolidated financial statements or related disclosures. |
Stock-Based Compensation | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 29, 2023 | |
Accounting Policies [Abstract] | |
Basic and Diluted Weighted Average Shares Outstanding | Weighted-average shares were calculated as follows: First Quarters Ended September 29, 2023 September 30, 2022 Basic weighted-average shares outstanding 57,105 55,931 Effect of dilutive equity instruments — — Diluted weighted-average shares outstanding 57,105 55,931 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 3 Months Ended |
Sep. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table summarizes the Companies' financial instruments measured at fair value on a recurring basis as of September 29, 2023: Fair Value Measurements September 29, 2023 Level 1 Level 2 Level 3 Liabilities: Interest rate swap $ 1,548 $ — $ 1,548 $ — Total $ 1,548 $ — $ 1,548 $ — |
Summary of Financial Assets Measured at Fair Value | The following table summarizes the Companies' financial instruments measured at fair value on a recurring basis as of June 30, 2023: Fair Value Measurements June 30, 2023 Level 1 Level 2 Level 3 Assets: Interest rate swap $ 3,523 $ — $ 3,523 $ — Total assets measured at fair value $ 3,523 $ — $ 3,523 $ — |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Sep. 29, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory was comprised of the following: As of September 29, 2023 June 30, 2023 Raw materials $ 235,921 $ 229,984 Work in process 101,086 81,930 Finished goods 25,903 25,302 Total $ 362,910 $ 337,216 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Sep. 29, 2023 | |
Restructuring and Related Activities [Abstract] | |
Expenses by Reportable Segment for Restructuring Plans | The following table presents the detail of charges included in the Company’s liability for restructuring and other charges: Severance & Related Balance at June 30, 2023 $ 1,529 Restructuring charges 9,546 Cash paid (4,087) Balance at September 29, 2023 $ 6,988 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Sep. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
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, 2023: Non-vested Restricted Stock Awards Number of Weighted Average Outstanding at June 30, 2023 1,339 $ 54.45 Granted 1,131 36.90 Vested (187) 64.43 Forfeited (198) 52.88 Outstanding at September 29, 2023 2,085 $ 44.28 |
Stock Based Compensation Expenses | The following table presents share-based compensation expenses included in the Company’s Consolidated Statements of Operations and Comprehensive Loss: First Quarters Ended September 29, 2023 September 30, 2022 Cost of revenues $ 816 $ 799 Selling, general and administrative 1,761 4,878 Research and development 1,540 1,572 Stock-based compensation expense before tax 4,117 7,249 Income taxes (1,112) (1,957) Stock-based compensation expense, net of income taxes $ 3,005 $ 5,292 |
Summary of Stock Option Plans | The following table summarizes activity of the Company's stock option plans since June 30, 2023: Options Outstanding Number of Weighted Average Weighted Average Weighted Average Aggregate Outstanding at June 30, 2023 — $ — $ — — — Granted 934 12.71 45.00 Exercised — — Canceled — — Outstanding at September 29, 2023 934 $ 12.71 $ 45.00 3.42 — Exercisable at September 29, 2023 — $ — $ — — — |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The Company uses the Black-Scholes valuation model for estimating the fair value on the date of grant of stock options. The Company calculated the fair values of the options grants using the following weighted-average assumptions: First Quarter Ended September 29, 2023 Expected volatility 45 % Expected term 4 years Risk-free interest rate 4.44 % Expected dividend yield — % Weighted-average grant date fair value per share $ 12.71 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The Company uses the Black-Scholes valuation model for estimating the fair value on the date of grant of stock options. The Company calculated the fair values of the options grants using the following weighted-average assumptions: First Quarter Ended September 29, 2023 Expected volatility 45 % Expected term 4 years Risk-free interest rate 4.44 % Expected dividend yield — % Weighted-average grant date fair value per share $ 12.71 |
Operating Segment, Geographic_2
Operating Segment, Geographic Information and Significant Customers (Tables) | 3 Months Ended |
Sep. 29, 2023 | |
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 country in which the Company's legal subsidiary is domiciled is summarized as follows: U.S. Europe Asia Pacific Eliminations Total FIRST QUARTER ENDED SEPTEMBER 29, 2023 Net revenues to unaffiliated customers $ 171,881 $ 9,104 $ 6 $ — $ 180,991 Inter-geographic revenues 1,719 92 — (1,811) — Net revenues $ 173,600 $ 9,196 $ 6 $ (1,811) $ 180,991 FIRST QUARTER ENDED SEPTEMBER 30, 2022 Net revenues to unaffiliated customers $ 218,822 $ 8,752 $ 5 $ — $ 227,579 Inter-geographic revenues 147 204 — (351) — Net revenues $ 218,969 $ 8,956 $ 5 $ (351) $ 227,579 The following table presents the Company's net revenue by end user for the periods presented: First Quarters Ended September 29, 2023 September 30, 2022 Domestic (1) $ 146,467 $ 205,830 International/Foreign Military Sales (2) 34,524 21,749 Total Net Revenue $ 180,991 $ 227,579 (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 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: First Quarters Ended September 29, 2023 September 30, 2022 Radar (1) $ 28,559 $ 53,408 Electronic Warfare (2) 28,141 35,089 Other Sensor & Effector (3) 21,166 21,203 Total Sensor & Effector 77,866 109,700 C4I (4) 91,204 104,041 Other (5) 11,921 13,838 Total Net Revenue $ 180,991 $ 227,579 (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 and Effector products include all Sensor and 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: First Quarters Ended September 29, 2023 September 30, 2022 Components (1) $ 37,509 $ 34,807 Modules and Sub-assemblies (2) 37,533 44,004 Integrated Subsystems (3) 105,949 148,768 Total Net Revenue $ 180,991 $ 227,579 (1) Components represent the basic building blocks of an electronic system. They generally perform a single function such as switching, storing or converting electronic signals. Some examples include 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 combine multiple components to serve a range of complex functions, including processing, networking and graphics display. Typically delivered as computer boards or other packaging, modules and sub-assemblies are usually designed using open standards to provide interoperability when integrated in a subsystem. Examples of modules and sub-assemblies include embedded processing boards, switched fabrics and boards for high-speed input/output, digital receivers, graphics and video, along with multi-chip modules, integrated radio frequency and microwave multi-function assemblies and radio frequency tuners and transceivers. (3) Integrated subsystems bring components, modules and/or sub-assemblies into one system, enabled with software. Subsystems are typically, but not always, integrated within an open standards-based chassis and often feature interconnect technologies to enable communication between disparate systems. Spares and replacement modules and sub-assemblies are provided for use with subsystems sold by the Company. The Company’s subsystems are deployed in sensor processing, aviation and mission computing and C4I applications. The following table presents the Company's net revenue by platform for the periods presented: First Quarters Ended September 29, 2023 September 30, 2022 Airborne (1) $ 107,734 $ 127,260 Land (2) 23,650 33,932 Naval (3) 26,675 33,735 Other (4) 22,932 32,652 Total Net Revenues $ 180,991 $ 227,579 (1) Airborne platform includes products that relate to personnel, equipment or pieces of equipment designed for airborne applications. (2) Land platform includes products that relate to fixed or mobile equipment, or pieces of equipment for personnel, weapon systems, vehicles and support elements operating on land. (3) Naval platform includes products that relate to personnel, equipment or pieces of equipment designed for naval operations. (4) All platforms other than Airborne, Land or Naval. The geographic distribution of the Company’s identifiable long-lived assets is summarized as follows: U.S. Europe Total September 29, 2023 $ 114,041 $ 3,133 $ 117,174 June 30, 2023 $ 116,381 $ 3,173 $ 119,554 |
Customers Comprising Ten Percent or More Revenues | Customers comprising 10% or more of the Company’s revenues for the periods shown are as follows: First Quarters Ended September 29, 2023 September 30, 2022 Lockheed Martin Corporation 13 % 16 % L3Harris 12 % * Raytheon Technologies 11 % 13 % U.S. Navy * 12 % Northrop Grumman * 10 % 36 % 51 % * Indicates that the amount is less than 10% of the Company's revenue for the respective period. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 29, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 21, 2023 | Mar. 14, 2023 | Sep. 27, 2022 | |
Significant Accounting Policies [Line Items] | ||||||
Factoring fees | $ 308 | |||||
Percentage of revenue recognized | 63% | |||||
Unbilled receivables and costs in excess of billings | $ 388,555 | $ 382,558 | ||||
Contract liability balance | 58,569 | $ 57,142 | ||||
Revenue recognized in the contract liability balance | 21,015 | $ 4,669 | ||||
Remaining performance obligations | 557,347 | |||||
Limit on purchased receivables | $ 60,000 | $ 30,600 | $ 20,000 | |||
Accounts Receivable, Amount Factored | $ 28,826 | |||||
Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Standard warranty period | 12 months | |||||
Extended warranty period | 12 months | |||||
Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Standard warranty period | 36 months | |||||
Extended warranty period | 36 months | |||||
Transferred over Time | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percentage of revenue recognized | 58% | 63% | ||||
Ship and bill | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percentage of revenue recognized | 42% | 37% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Basic and Diluted Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Sep. 29, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Basic weighted-average shares outstanding (in shares) | 57,105 | 55,931 |
Effect of dilutive equity instruments (in shares) | 0 | 0 |
Diluted weighted-average shares outstanding (in shares) | 57,105 | 55,931 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,912 | 416 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - Fair Value, Measurements, Recurring - Fair Value $ in Thousands | Sep. 29, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | $ 1,548 |
Assets, fair value measurement disclosure | 3,523 |
Interest rate swap | Swap Agreement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 1,548 |
Assets, fair value measurement disclosure | 3,523 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 0 |
Assets, fair value measurement disclosure | 0 |
Level 1 | Interest rate swap | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 0 |
Assets, fair value measurement disclosure | 0 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 1,548 |
Assets, fair value measurement disclosure | 3,523 |
Level 2 | Interest rate swap | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 1,548 |
Assets, fair value measurement disclosure | 3,523 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 0 |
Assets, fair value measurement disclosure | 0 |
Level 3 | Interest rate swap | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 0 |
Assets, fair value measurement disclosure | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Jun. 30, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 235,921 | $ 229,984 |
Work in process | 101,086 | 81,930 |
Finished goods | 25,903 | 25,302 |
Total | $ 362,910 | $ 337,216 |
Goodwill (Details)
Goodwill (Details) | 3 Months Ended |
Sep. 29, 2023 reporting_unit | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of reporting units | 2 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Sep. 29, 2023 USD ($) | Sep. 30, 2022 USD ($) | Aug. 09, 2023 positions | |
Restructuring Cost and Reserve [Line Items] | |||
Number of positions eliminated | positions | 150 | ||
Restructuring and other charges | $ | $ 9,546 | $ 1,508 |
Restructuring - Expenses by Rep
Restructuring - Expenses by Reportable Segment for Restructuring Plans (Details) - Severance & Related $ in Thousands | 3 Months Ended |
Sep. 29, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at June 30, 2023 | $ 1,529 |
Restructuring charges | 9,546 |
Cash paid | (4,087) |
Balance at September 29, 2023 | $ 6,988 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 29, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ 13,027 | $ 1,022 |
Loss before income taxes | (49,735) | (15,357) |
Discrete tax provision | $ 1,215 | $ 1,611 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 28, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 576,500 | $ 511,500 | ||
Interest expense | 7,863 | $ 4,547 | ||
Amount of outstanding letter of credit | 963 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 1,100,000 | 766,500 | ||
Term of revolving credit facility | 5 years | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 3,211 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 29, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Pension benefit plan, net of tax | $ (56) | $ 48 | |
Net periodic benefit cost | 207 | 221 | |
Expected employer contributions | $ 1,125 | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 6% | ||
Deferred compensation arrangement with individual, compensation expense | $ 2,501 | $ 2,705 | |
Share-based matching contributions on defined contribution plan | 4,841 | 3,680 | |
Defined contribution plan, employer discretionary contribution amount, cash payment | $ 3,680 | ||
Foreign Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, funded (unfunded) status of plan | $ 4,073 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Oct. 25, 2023 shares | Aug. 15, 2023 USD ($) tranche $ / shares | Oct. 28, 2020 shares | Sep. 29, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price, percentage of fair value threshold | 100% | ||||
Allocation of recognized period costs, capitalized amount | $ | $ 1,188 | $ 1,215 | |||
Share-Based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ | $ 11,351 | ||||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for issuance under stock incentive plan (in shares) | 500 | 2,300 | |||
Shares available for future grant (in shares) | 168 | ||||
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% | ||||
Percentage of employee compensation that may be uses to purchase common stock through payroll deductions, maximum | 10% | ||||
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) | 7,862 | ||||
Number of additional shares authorized (in shares) | 3,000 | ||||
Shares available for future grant (in shares) | 598,000 | ||||
2018 Stock Incentive Plan | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 3,450 | ||||
2018 Stock Incentive Plan | New Hire Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Repurchase Program, Number Of Tranches | tranche | 4 | ||||
2018 Stock Incentive Plan | New Hire Option | Share-Based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ | $ 233,500 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 3 years | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ / shares | $ 42 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 4 years | ||||
2018 Stock Incentive Plan | New Hire Option | Share-Based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ | $ 233,500 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 3 years | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ / shares | $ 43 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 4 years | ||||
2018 Stock Incentive Plan | New Hire Option | Share-Based Payment Arrangement, Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ | $ 233,500 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ / shares | $ 46 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | ||||
2018 Stock Incentive Plan | New Hire Option | Share-Based Payment Arrangement, Tranche Four | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ | $ 233,500 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ / shares | $ 49 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | ||||
2005 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 2,000 | ||||
Shares available for future grant (in shares) | 948 | ||||
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 Nonvested Restricted Stock (Details) shares in Thousands | 3 Months Ended |
Sep. 29, 2023 $ / shares shares | |
Weighted Average Grant Date Fair Value | |
Beginning Balance (usd per share) | $ 0 |
Ending Balance (usd per share) | $ 12.71 |
Restricted Stock | |
Number of Shares | |
Beginning Balance (in shares) | shares | 1,339 |
Granted (in shares) | shares | 1,131 |
Vested (in shares) | shares | (187) |
Forfeited (in shares) | shares | (198) |
Ending Balance (in shares) | shares | 2,085 |
Weighted Average Grant Date Fair Value | |
Beginning Balance (usd per share) | $ 54.45 |
Granted (usd per share) | 36.90 |
Vested (usd per share) | 64.43 |
Forfeited (usd per share) | 52.88 |
Ending Balance (usd per share) | $ 44.28 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 29, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense before tax | $ 4,117 | $ 7,249 |
Income taxes | (1,112) | (1,957) |
Net compensation expense | 3,005 | 5,292 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense before tax | 816 | 799 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense before tax | 1,761 | 4,878 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense before tax | $ 1,540 | $ 1,572 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | |
Sep. 29, 2023 | Jun. 30, 2023 | |
Number of Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 12.71 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 45% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 12.71 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.44% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 4 years | |
Stock Options | ||
Number of Shares | ||
Outstanding at beginning of period (in shares) | 0 | |
Granted (in shares) | 934 | |
Exercised (in shares) | 0 | |
Cancelled (in shares) | 0 | |
Outstanding at end of period (in shares) | 934 | |
Exercisable (in shares) | 0 | |
Weighted average exercise price, outstanding, beginning balance (in usd per share) | $ 0 | |
Granted (in usd per share) | 45 | |
Exercised (usd per share) | 0 | |
Cancelled (usd per share) | 0 | |
Weighted average exercise price, outstanding, ending balance (in usd per share) | 45 | |
Exercisable (in usd per share) | $ 0 | |
Weighted average remaining contractual term, outstanding (years) | 3 years 5 months 1 day | |
Aggregate intrinsic value, outstanding | $ 0 |
Operating Segment, Geographic_3
Operating Segment, Geographic Information and Significant Customers - Narrative (Details) | 3 Months Ended |
Sep. 29, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Operating Segment, Geographic_4
Operating Segment, Geographic Information and Significant Customers - Geographic Distribution of Revenues and Long Lived Assets from Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | $ 180,991 | $ 227,579 | |
Identifiable long-lived assets | 117,174 | $ 119,554 | |
Components | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 37,509 | 34,807 | |
Modules and Sub-assemblies | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 37,533 | 44,004 | |
Integrated Subsystems | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 105,949 | 148,768 | |
Total Sensor & Effector | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 77,866 | 109,700 | |
Radar | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 28,559 | 53,408 | |
Electronic Warfare | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 28,141 | 35,089 | |
Other Sensor & Effector | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 21,166 | 21,203 | |
C4I | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 91,204 | 104,041 | |
Other End Applications | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 11,921 | 13,838 | |
Domestic | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 146,467 | 205,830 | |
International/Foreign Military Sales | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 34,524 | 21,749 | |
US | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 171,881 | 218,822 | |
Europe | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 9,104 | 8,752 | |
Asia Pacific | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 6 | 5 | |
Reportable Geographical Components | US | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 173,600 | 218,969 | |
Identifiable long-lived assets | 114,041 | 116,381 | |
Reportable Geographical Components | Europe | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 9,196 | 8,956 | |
Identifiable long-lived assets | 3,133 | $ 3,173 | |
Reportable Geographical Components | Asia Pacific | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 6 | 5 | |
Geography Eliminations | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | (1,811) | (351) | |
Geography Eliminations | US | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | 1,719 | 147 | |
Geography Eliminations | Europe | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenues | $ 92 | $ 204 |
Operating Segment, Geographic_5
Operating Segment, Geographic Information and Platform - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 29, 2023 | Sep. 30, 2022 | |
Revenue from External Customer [Line Items] | ||
Net revenues | $ 180,991 | $ 227,579 |
Airborne | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 107,734 | 127,260 |
Land | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 23,650 | 33,932 |
Naval | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 26,675 | 33,735 |
Other | ||
Revenue from External Customer [Line Items] | ||
Net revenues | $ 22,932 | $ 32,652 |
Operating Segment, Geographic_6
Operating Segment, Geographic Information and Significant Customers - Customers Comprising Ten Percent or more Revenues (Details) - Customer Concentration Risk - Sales Revenue, Net | 3 Months Ended | |
Sep. 29, 2023 | Sep. 30, 2022 | |
Lockheed Martin Corporation | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 13% | 16% |
Raytheon Company | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11% | 13% |
U.S. Navy | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 12% | |
Northrop Grumman | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10% | |
Four Major Customers, Cumulative | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 36% | 51% |
L3Harris | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 12% |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Jul. 26, 2023 |
Long-term Purchase Commitment [Line Items] | ||
Loss contingency, estimate of possible loss | $ 12,900 | |
Minimum | ||
Long-term Purchase Commitment [Line Items] | ||
Loss contingency, range of possible loss, portion not accrued | 0 | |
Maximum | ||
Long-term Purchase Commitment [Line Items] | ||
Loss contingency, range of possible loss, portion not accrued | $ 12,900 | |
Non-cancelable purchase commitments | ||
Long-term Purchase Commitment [Line Items] | ||
Purchase commitments for less than one year | $ 128,696 |
Derivatives (Details)
Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 29, 2023 | Jun. 30, 2023 | Sep. 29, 2022 | Sep. 07, 2022 | |
Derivative [Line Items] | ||||
Notional amount | $ 300,000 | |||
Long-term debt | $ 576,500 | $ 511,500 | ||
Derivative, fixed interest rate | 3.79% | |||
Unrealized gain (loss) on derivatives | 339 | |||
Revolving Credit Facility | ||||
Derivative [Line Items] | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 511,500 | |||
Fair Value | Fair Value, Measurements, Recurring | ||||
Derivative [Line Items] | ||||
Assets, fair value measurement disclosure | 3,523 | |||
Swap Agreement | ||||
Derivative [Line Items] | ||||
Notional amount | $ 300,000 | |||
Derivative, fixed interest rate | 4.66% | |||
Swap | ||||
Derivative [Line Items] | ||||
Derivative asset | $ 7,403 | |||
Interest rate swap | Swap Agreement | Fair Value | Fair Value, Measurements, Recurring | ||||
Derivative [Line Items] | ||||
Assets, fair value measurement disclosure | $ 3,523 |
Subsequent Events (Details)
Subsequent Events (Details) - Revolving Credit Facility - Measurement Input, Leverage Ratio | Dec. 29, 2023 | Sep. 29, 2023 |
Subsequent Event [Line Items] | ||
Debt instrument, measurement input | 4.50 | |
Forecast | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Debt instrument, measurement input | 5.25 |