Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'MRCY | ' |
Entity Registrant Name | 'MERCURY SYSTEMS INC | ' |
Entity Central Index Key | '0001049521 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 33,920,669 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $48,876 | $47,287 |
Accounts receivable, net of allowance for doubtful accounts of $78 and $34 at September 30, 2014 and June 30, 2014, respectively | 35,155 | 37,625 |
Unbilled receivables and costs in excess of billings | 29,228 | 22,036 |
Inventory | 30,771 | 31,655 |
Deferred income taxes | 15,182 | 15,216 |
Prepaid income taxes | 1,399 | 1,481 |
Prepaid expenses and other current assets | 4,547 | 3,631 |
Disposal Group, Including Discontinued Operation, Assets, Current | 894 | 1,374 |
Total current assets | 166,052 | 160,305 |
Restricted cash | 265 | 265 |
Property and equipment, net | 13,343 | 14,144 |
Goodwill | 168,146 | 168,146 |
Intangible assets, net | 23,244 | 25,006 |
Other non-current assets | 1,255 | 987 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 4,685 | 4,859 |
Total assets | 376,990 | 373,712 |
Current liabilities: | ' | ' |
Accounts payable | 12,384 | 7,054 |
Accrued expenses | 9,403 | 8,377 |
Accrued compensation | 7,265 | 9,983 |
Deferred revenues and customer advances | 3,649 | 5,898 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 1,383 | 1,618 |
Total current liabilities | 34,084 | 32,930 |
Deferred gain on sale-leaseback | 1,796 | 2,086 |
Deferred income taxes | 5,437 | 5,911 |
Income taxes payable | 3,154 | 3,154 |
Other non-current liabilities | 1,307 | 1,666 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 771 | 818 |
Total liabilities | 46,549 | 46,565 |
Commitments and contingencies (Note I) | ' | ' |
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; 31,981,373 and 31,284,273 shares issued and outstanding at September 30, 2014 and June 30, 2014, respectively | 320 | 312 |
Additional paid-in capital | 244,609 | 241,725 |
Retained earnings | 84,598 | 84,099 |
Accumulated other comprehensive income | 914 | 1,011 |
Total shareholders' equity | 330,441 | 327,147 |
Total liabilities and shareholders' equity | $376,990 | $373,712 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $78 | $34 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 85,000,000 | 85,000,000 |
Common stock, shares issued | 31,981,373 | 31,284,273 |
Common stock, shares outstanding | 31,981,373 | 31,284,273 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' |
Net revenues | $54,061 | $50,726 |
Cost of revenues | 30,062 | 29,164 |
Gross margin | 23,999 | 21,562 |
Operating expenses: | ' | ' |
Selling, general and administrative | 12,290 | 14,321 |
Research and development | 7,951 | 9,312 |
Amortization of intangible assets | 1,762 | 1,985 |
Restructuring and other charges | 1,268 | -15 |
Total operating expenses | 23,271 | 25,603 |
Income (loss) from operations | 728 | -4,041 |
Interest income | 3 | 1 |
Interest expense | -8 | -15 |
Other income, net | -6 | 432 |
Income (loss) from continuing operations before income taxes | 717 | -3,623 |
Tax benefit | 0 | -1,319 |
Income (loss) from continuing operations | 717 | -2,304 |
(Loss) income from discontinued operations, net of income taxes | -218 | 48 |
Net income (loss) | 499 | -2,256 |
Basic net loss per share: (in dollars per share) | $0.02 | ($0.07) |
Earnings Per Share, Basic | $0.02 | ($0.07) |
Diluted net loss per share: (in dollars per share) | $0.02 | ($0.07) |
Earnings Per Share, Diluted | $0.02 | ($0.07) |
Weighted-average shares outstanding: | ' | ' |
Basic (in shares) | 31,635 | 30,653 |
Diluted (in shares) | 32,481 | 30,653 |
Comprehensive income (loss): | ' | ' |
Net income (loss) | 499 | -2,256 |
Foreign currency translation adjustments | -97 | 59 |
Total comprehensive income (loss) | $402 | ($2,197) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $499 | ($2,256) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization expense | 3,630 | 4,120 |
Stock-based compensation expense | 2,614 | 3,035 |
(Benefit) provision for deferred income taxes | -820 | 464 |
Excess tax benefit from stock-based compensation | -316 | 0 |
Other non-cash items | -285 | -243 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, unbilled receivable, and cost in excess of billings | -4,303 | -731 |
Inventory | 859 | 2,274 |
Prepaid income taxes | 83 | -1,172 |
Prepaid expenses and other current assets | -902 | 736 |
Other non-current assets | 146 | 27 |
Accounts payable and accrued expenses | 3,544 | -2,750 |
Deferred revenues and customer advances | -2,561 | -1,238 |
Other non-current liabilities | -10 | -93 |
Net cash provided by operating activities | 2,178 | 2,173 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -905 | -1,108 |
Net cash used in investing activities | -905 | -1,108 |
Cash flows from financing activities: | ' | ' |
Proceeds from employee stock plans | 236 | 60 |
Excess tax benefits from stock-based compensation | 316 | 0 |
Payments of capital lease obligations | -160 | -121 |
Net cash provided by (used in) financing activities | 392 | -61 |
Effect of exchange rate changes on cash and cash equivalents | -76 | -24 |
Net increase in cash and cash equivalents | 1,589 | 980 |
Cash and cash equivalents at beginning of period | 47,287 | 39,126 |
Cash and cash equivalents at end of period | 48,876 | 40,106 |
Cash paid (received) during the period for: | ' | ' |
Interest | 8 | 15 |
Income taxes | 374 | 334 |
Supplemental disclosures-non-cash activities: | ' | ' |
Issuance of restricted stock awards to employees | 7,052 | 7,728 |
Capital lease | $0 | $494 |
Description_of_Business
Description of Business | 3 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Description of Business | ' |
Description of Business | |
Mercury Systems, Inc. (the “Company” or “Mercury”) provides affordable, commercially developed, open sensor processing systems and services for critical commercial, defense and intelligence applications. The Company delivers innovative solutions, rapid time-to-value and service and support to its defense prime contractor customers. The Company's products and solutions have been deployed in more than 300 programs with over 25 different defense prime contractors. Key programs include Aegis, Patriot, Surface Electronic Warfare Improvement Program ("SEWIP"), Gorgon Stare, F-35, Predator and Reaper. | |
The Company's goal is to grow and build on its position as a critical component of the defense industrial base and become the leading provider of open and affordable sensor processing systems. The Mercury Commercial Electronics (“MCE”) operating segment designs, develops and builds open sensor processing products and subsystems that include embedded processing modules and subsystems, radio frequency (“RF”) and microwave multi-function assemblies as well as subsystems, and RF and microwave components. The Mercury Defense Systems (“MDS”) operating segment provides significant capabilities relating to pre-integrated, open, affordable electronic warfare ("EW"), electronic attack ("EA") and electronic counter measure ("ECM") subsystems and significant capabilities in signals intelligence ("SIGINT") and electro-optical/infrared ("EO/IR") processing technologies. | |
In June 2014, the Company initiated a plan to divest the Mercury Intelligence Systems (“MIS”) operating segment, based on the Company's strategic direction and investment priorities focusing on its core business. As a result, the Company's MIS operating segment met the “held for sale” criteria in accordance with Financial Accounting Standard Boards (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, (“FASB ASC 205”) as of June 30, 2014 and all reporting periods thereafter (see Note C to the Consolidated Financial Statements). The consolidated financial statements, excluding the statements of cash flows, and the notes to the consolidated financial statements were restated for all periods presented to reflect the discontinuation of the MIS operating segment, in accordance with FASB ASC 205. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Accounting Policies [Abstract] | ' | |||||
Summary of Significant Accounting Policies | ' | |||||
Summary of Significant Accounting Policies | ||||||
BASIS OF PRESENTATION | ||||||
The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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, 2014 which are contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on August 14, 2014. The results for the three months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year. | ||||||
The Company is comprised of the following operating segments: MCE and MDS. See Note L of the Notes to Consolidated Financial Statements for further discussion. | ||||||
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 | ||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. | ||||||
REVENUE RECOGNITION | ||||||
The Company relies upon FASB ASC 605, Revenue Recognition to account for its revenue transactions. Revenue is recognized upon shipment provided that title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, the sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria, if any, have been successfully demonstrated. Out-of-pocket expenses that are reimbursable by the customer are included in revenue and cost of revenue. | ||||||
Certain contracts with customers require the Company to perform tests of its products prior to shipment to ensure their performance complies with the Company’s published product specifications and, on occasion, with additional customer-requested specifications. In these cases, the Company conducts such tests and, if they are completed successfully, includes a written confirmation with each order shipped. As a result, at the time of each product shipment, the Company believes that no further customer testing requirements exist and that there is no uncertainty of acceptance by its customer. | ||||||
The Company uses FASB Accounting Standards Update (“ASU”) No. 2009-13 (“FASB ASU 2009-13”), Multiple-Deliverable Revenue Arrangements. FASB ASU 2009-13 establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third-party evidence (“TPE”) if VSOE is not available; and (3) best estimated selling price (“BESP”), if neither VSOE nor TPE are available. Additionally, FASB ASU 2009-13 expands the disclosure requirements related to a vendor’s multiple-deliverable revenue arrangements. | ||||||
The Company enters into multiple-deliverable arrangements that may include a combination of hardware components, related integration or other services. These arrangements generally do not include any performance-, cancellation-, termination- or refund-type provisions. Total revenue recognized under multiple-deliverable revenue arrangements was 29% of total revenues in the three months ended September 30, 2014 and 2013. | ||||||
In accordance with the provisions of FASB ASU 2009-13, the Company allocates arrangement consideration to each deliverable in an arrangement based on its relative selling price. The Company generally expects that it will not be able to establish VSOE or TPE due to limited single element transactions and the nature of the markets in which the Company competes, and, as such, the Company typically determines its relative selling price using BESP. | ||||||
The objective of BESP is to determine the price at which the Company would transact if the product or service were sold by the Company on a standalone basis. Determination of BESP involves the consideration of several factors based on the specific facts and circumstances of each arrangement. Specifically, the Company considers the cost to produce the deliverable, the anticipated margin on that deliverable, the selling price and profit margin for similar parts, the Company’s ongoing pricing strategy and policies as evident from the price list established and updated by management on a regular basis, the value of any enhancements that have been built into the deliverable and the characteristics of the varying markets in which the deliverable is sold. | ||||||
The Company analyzes the selling prices used in its allocation of arrangement consideration at a minimum on an annual basis and on a more frequent basis if a significant change in the Company’s business necessitates a more timely analysis or if the Company experiences significant variances in its selling prices. | ||||||
Each deliverable within the Company’s multiple-deliverable revenue arrangements is accounted for as a separate unit of accounting under the guidance of FASB ASU 2009-13 if both of the following criteria are met: the delivered item or items have value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. The Company's revenue arrangements generally do not include a general right of return for delivered products. The Company considers a deliverable to have standalone value if the item is sold separately by the Company or another vendor or if the item could be resold by the customer. | ||||||
Deliverables not meeting the criteria for being a separate unit of accounting are combined with a deliverable that does meet that criterion. The appropriate allocation of arrangement consideration and recognition of revenue is then determined for the combined unit of accounting. | ||||||
The Company also engages in long-term contracts for development, production and services activities which it accounts for consistent with FASB ASC 605-35, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, and other relevant revenue recognition accounting literature. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. Generally for fixed-price contracts, other than service-type contracts, revenue is recognized primarily under the percentage of completion method or, for certain short-term contracts, by the completed contract method. Revenue from service-type fixed-price contracts is recognized ratably over the contract period or by other appropriate input or output methods to measure service provided, and contract costs are expensed as incurred. The Company establishes billing terms at the time project deliverables and milestones are agreed. Revenues recognized in excess of the amounts invoiced to clients are classified as unbilled receivables. For time and materials contracts, revenue reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other billable direct costs. For all types of contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable. | ||||||
The use of contract accounting requires significant judgment relative to estimating total contract revenues and costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices for subcontractor services and materials, and the availability of subcontractor services and materials. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods. | ||||||
The Company defines service revenues as revenue from activities that are not associated with the design, development, production, or delivery of tangible assets, software or specific capabilities sold by us. Examples of the Company's service revenues include: analyst services and systems engineering support, consulting, maintenance and other support, testing and installation. The Company combines its product and service revenues into a single class as services revenues do not exceed 10 percent of total revenues. | ||||||
The Company does not provide its customers with rights of product return, other than those related to warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated warranty costs upon product shipment. Revenues from product royalties are recognized upon invoice by the Company. Additionally, all revenues are reported net of government assessed taxes (e.g. sales taxes or value-added taxes). | ||||||
WEIGHTED-AVERAGE SHARES | ||||||
Weighted-average shares were calculated as follows: | ||||||
Three Months Ended September 30, | ||||||
2014 | 2013 | |||||
Basic weighted-average shares outstanding | 31,635 | 30,653 | ||||
Effect of dilutive equity instruments | 846 | — | ||||
Diluted weighted-average shares outstanding | 32,481 | 30,653 | ||||
Equity instruments to purchase 750 and 4,178 shares of common stock were not included in the calculation of diluted net earnings per share for the three months ended September 30, 2014 and 2013, respectively, because the equity instruments were anti-dilutive. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Discontinued Operations | ' | |||||||
During the fourth quarter of fiscal 2014, the Company conducted a strategic review of the Mercury Intelligence Systems (“MIS”) business unit which encompassed an assessment of MIS' financial performance and contemporaneous future financial projections. The Company, with Board of Director's approval, concluded that a plan to divest the MIS business unit would be in the best interests of the Company and its shareholders. | ||||||||
The Company's MIS business unit met the "held for sale" criteria in accordance with FASB ASC 205. As the Company does not anticipate continuing involvement in the operations of MIS after its divestiture, the MIS operating results have been reported as a discontinued operation for all periods presented. | ||||||||
MIS is considered its own operating segment and was previously aggregated with MDS into one reportable segment based on similar economic and qualitative factors in accordance with FASB ASC 280. As MIS is a discontinued operation, the results of MIS have been excluded from the MDS reportable segment. Accordingly, the revenues, costs of revenue, operating expenses, assets and liabilities of MIS have been reported separately in the Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Balance Sheets for all periods presented. The discontinued operation's balances in the Consolidated Balance Sheets do not reflect intercompany receivable balances of MIS, and the results of discontinued operations do not reflect interest expense or the allocation of the Company's corporate general and administrative expenses. | ||||||||
The amounts reported in (loss) income from discontinued operations, net of income taxes were as follows: | ||||||||
For the Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Net revenues of discontinued operations | $ | 1,839 | $ | 3,214 | ||||
Costs of discontinued operations: | ||||||||
Cost of revenues | 1,225 | 2,191 | ||||||
Selling, general and administrative | 647 | 780 | ||||||
Research and development | 171 | 32 | ||||||
Amortization of intangible assets | 124 | 123 | ||||||
Acquisition costs and other related expenses | 33 | — | ||||||
(Loss) income from discontinued operations before income taxes | (361 | ) | 88 | |||||
Tax (benefit) provision | (143 | ) | 40 | |||||
(Loss) income from discontinued operations | $ | (218 | ) | $ | 48 | |||
The amounts reported as assets and liabilities of the discontinued operations were as follows: | ||||||||
September 30, | June 30, | |||||||
2014 | 2014 | |||||||
Accounts receivable, net | $ | 303 | $ | 925 | ||||
Unbilled receivables and costs in excess of billings | 401 | 248 | ||||||
Deferred income taxes | 88 | 77 | ||||||
Prepaid expenses and other current assets | 102 | 124 | ||||||
Property and equipment, net | 431 | 475 | ||||||
Goodwill | 2,283 | 2,283 | ||||||
Intangible assets, net | 1,938 | 2,062 | ||||||
Other non-current assets | 33 | 39 | ||||||
Assets of discontinued operations | $ | 5,579 | $ | 6,233 | ||||
Accounts payable | $ | 21 | $ | 127 | ||||
Accrued expenses | 879 | 802 | ||||||
Accrued compensation | 483 | 689 | ||||||
Deferred income taxes | 771 | 818 | ||||||
Liabilities of discontinued operations | $ | 2,154 | $ | 2,436 | ||||
The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: | ||||||||
For the Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Depreciation | $ | 44 | $ | 38 | ||||
Amortization of intangible assets | $ | 124 | $ | 123 | ||||
Stock-based compensation expense | $ | 63 | $ | 47 | ||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company measures at fair value certain financial assets and liabilities, including cash equivalents and restricted cash. FASB ASC 820, Fair Value Measurement and Disclosures, specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy: | |||||||||||||||||
Level 1—Quoted prices for identical instruments in active markets; | |||||||||||||||||
Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and | |||||||||||||||||
Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |||||||||||||||||
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at September 30, 2014: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
30-Sep-14 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 48,876 | $ | 48,876 | $ | — | $ | — | |||||||||
Restricted cash | 265 | 265 | — | — | |||||||||||||
Total | $ | 49,141 | $ | 49,141 | $ | — | $ | — | |||||||||
The carrying values of cash and cash equivalents, including all U.S. Treasury Bills and money market funds, accounts receivable and payable, and accrued liabilities approximate fair value due to the short-term maturities of these assets and liabilities. |
Inventory
Inventory | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
Inventory | |||||||||
Inventory is stated at the lower of cost (first-in, first-out) or market 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 and non-cancelable on-order inventory in excess of estimated usage. The excess and obsolete inventory evaluation is based upon assumptions about future demand, history, product mix and possible alternative uses. Inventory was comprised of the following: | |||||||||
30-Sep-14 | 30-Jun-14 | ||||||||
Raw materials | $ | 12,845 | $ | 13,755 | |||||
Work in process | 14,324 | 12,677 | |||||||
Finished goods | 3,602 | 5,223 | |||||||
Total | $ | 30,771 | $ | 31,655 | |||||
There are no amounts in inventory relating to contracts having production cycles longer than one year. |
Goodwill
Goodwill | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill | ' | ||||||||
Goodwill | |||||||||
The following table sets forth the carrying amount of goodwill by reporting units as of September 30, 2014 and June 30, 2014: | |||||||||
30-Sep-14 | 30-Jun-14 | ||||||||
MCE goodwill | $ | 134,378 | $ | 134,378 | |||||
MDS goodwill | 33,768 | 33,768 | |||||||
Total goodwill | $ | 168,146 | $ | 168,146 | |||||
In the three months ended September 30, 2014, there were no triggering events, as defined by FASB ASC 350, which required an interim goodwill impairment test. The Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year. | |||||||||
The Company determines its reporting units in accordance with FASB ASC 350, by assessing whether discrete financial information is available and if management regularly reviews the operating results of that component. Following this assessment, the Company determined that its reporting units are the same as its operating segments, MCE and MDS. |
Restructuring_Plan
Restructuring Plan | 3 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||
Restructuring Plan | ' | ||||||||||||
Restructuring Plan | |||||||||||||
During fiscal 2014 the Company announced a restructuring plan (“2014 Plan”) that was implemented as part of the final phase of integration activities relating to the Company’s recent acquisitions. The integration plan includes the consolidation of manufacturing facilities, centralization of administrative functions using common information systems and processes, and realignment of research and development resources. During the three months ended September 30, 2014, the Company incurred restructuring and other charges of $1,268. These charges were primarily associated with the second phase of the Chelmsford, Massachusetts headquarters consolidation and severance costs. Future restructuring expenses associated with the integration plan are expected to be approximately $1,114, and the actions resulting in those changes are expected to be completed by the second quarter of fiscal 2015. In the event that the Company is unable to sublease the unoccupied portion of its headquarters complex in Chelmsford, MA, it will incur nominal, periodic restructuring charges through fiscal 2017. These restructuring and other charges affect both the MCE and MDS reportable segments. | |||||||||||||
The following table presents the detail of activity for the Company’s restructuring plans: | |||||||||||||
Severance & | Facilities | Total | |||||||||||
Related | & Other | ||||||||||||
Restructuring liability at June 30, 2014 | $ | 1,371 | $ | 772 | $ | 2,143 | |||||||
MCE restructuring and other charges | 669 | 750 | 1,419 | ||||||||||
MDS restructuring and other charges | 33 | — | 33 | ||||||||||
Cash paid | (962 | ) | (242 | ) | (1,204 | ) | |||||||
Reversals(*) | (184 | ) | — | (184 | ) | ||||||||
Restructuring liability at September 30, 2014 | $ | 927 | $ | 1,280 | $ | 2,207 | |||||||
( *) Reversals result from the finalization of settlements owed. | |||||||||||||
All of the restructuring and other charges are classified as operating expenses in the consolidated statements of operations and comprehensive income (loss) and any remaining obligations are expected to be paid within the next twelve months. The restructuring liability is classified as accrued expenses in the consolidated balance sheets. |
Income_Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company recorded a tax benefit of $0 and $1,319 on an income before income taxes of $717 and a loss before income taxes of $3,623 for the three months ended September 30, 2014 and 2013, respectively. Income tax benefit for the three months ended September 30, 2014 differed from the federal statutory rate primarily due to the impact of Section 199 manufacturing deduction, stock compensation and state taxes. Income tax benefit for the three months ended September 30, 2013 differed from the federal statutory rate primarily due to the impact of federal research and development tax credits, Section 199 manufacturing deduction and stock compensation. | |
No material changes in the Company’s unrecognized tax positions occurred during the three months ended September 30, 2014. The Company estimates that unrecognized tax benefits of up to $1,022 could be realized within the next 12 months as a result of resolutions of tax positions and the expiration of applicable statutes of limitations. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
LEGAL CLAIMS | |
The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of our 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. | |
INDEMNIFICATION OBLIGATIONS | |
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. | |
PURCHASE COMMITMENTS | |
As of September 30, 2014, 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 $31,118. |
Debt
Debt | 3 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt | |
Senior Unsecured Credit Facility | |
As of September 30, 2014, there was $86,557 of borrowing capacity available under the Company's credit agreement with a syndicate of commercial banks, with Key Bank National Association acting as the administrative agent. The Company can borrow up to $200,000 based on the Company's consolidated EBITDA for the trailing four quarters. There were no borrowings outstanding on the credit agreement; however, there were outstanding letters of credit of $3,789. The Company was in compliance with all covenants and conditions under the credit agreement. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||
Stock-Based Compensation | ' | |||||||||
Stock-Based Compensation | ||||||||||
STOCK OPTION PLANS | ||||||||||
The number of shares authorized for issuance under the Company’s 2005 Stock Incentive Plan, as amended and restated (the “2005 Plan”), is 8,018 shares at September 30, 2014. The 2005 Plan will be increased by any future cancellations, forfeitures or terminations (other than by exercise) under the 1997 Plan. The 2005 Plan provides for the grant of non-qualified and incentive stock options, restricted stock, stock appreciation rights and deferred stock awards to employees and non-employees. All stock options are granted with an exercise price of not less than 100% of the fair value of the Company’s common stock at the date of grant and the options generally have a term of seven years. There were 567 shares available for future grant under the 2005 Plan at September 30, 2014. Subsequent to September 30, 2014, the Company's shareholders approved an increase of 3,200 shares. | ||||||||||
On August 15, 2014, as part of the Company's ongoing annual equity grant program for employees, the Company granted for the first time performance-based restricted stock awards to certain executives pursuant to the 2005 Plan. These performance awards vest annually over a three year requisite service period subject to the achievement of specific performance targets related to adjusted EBITDA as a percentage of revenue. Based on the performance targets, these awards require graded vesting that results in more rapid expense recognition compared to traditional time-based vesting over the same vesting period. The Company will monitor the probability of achieving the performance targets on a quarterly basis and may adjust periodic compensation expense accordingly. | ||||||||||
EMPLOYEE STOCK PURCHASE PLAN | ||||||||||
The number of shares authorized for issuance under the Company’s 1997 Employee Stock Purchase Plan, as amended and restated (“ESPP”), is 1,400 shares. Under the ESPP, rights are granted to purchase shares of common stock at 85% of the lesser of the market value of such shares at either the beginning or the end of each six-month offering period. The ESPP permits employees to purchase common stock through payroll deductions, which may not exceed 10% of an employee’s compensation as defined in the ESPP. There were no shares issued under the ESPP during the three months ended September 30, 2014 and 2013, respectively. Shares available for future purchase under the ESPP totaled 164 at September 30, 2014. | ||||||||||
STOCK OPTION AND AWARD ACTIVITY | ||||||||||
The following table summarizes activity of the Company’s stock option plans since June 30, 2014: | ||||||||||
Options Outstanding | ||||||||||
Number of | Weighted Average | Weighted Average | ||||||||
Shares | Exercise Price | Remaining | ||||||||
Contractual Term | ||||||||||
(Years) | ||||||||||
Outstanding at June 30, 2014 | 1,435 | $ | 11.76 | 2.23 | ||||||
Granted | — | — | ||||||||
Exercised | (37 | ) | 6.33 | |||||||
Cancelled | (62 | ) | 23.58 | |||||||
Outstanding at September 30, 2014 | 1,336 | $ | 11.37 | 2.02 | ||||||
The following table summarizes the status of the Company’s non-vested restricted stock awards since June 30, 2014: | ||||||||||
Non-vested Restricted Stock Awards | ||||||||||
Number of | Weighted Average | |||||||||
Shares | Grant Date | |||||||||
Fair Value | ||||||||||
Outstanding at June 30, 2014 | 2,091 | $ | 10.15 | |||||||
Granted | 620 | 11.38 | ||||||||
Vested | (660 | ) | 10.31 | |||||||
Forfeited | (126 | ) | 10.9 | |||||||
Outstanding at September 30, 2014 | 1,925 | $ | 10.44 | |||||||
STOCK-BASED COMPENSATION EXPENSE | ||||||||||
The Company recognized the full expense of its share-based payment plans in the consolidated statements of operations for the three months ended September 30, 2014 and 2013 in accordance with FASB ASC 718 and did not capitalize any such costs on the consolidated balance sheets, as such costs that qualified for capitalization were not material. Under the fair value recognition provisions of FASB 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: | ||||||||||
Three Months Ended September 30, | ||||||||||
2014 | 2013 | |||||||||
Cost of revenues | $ | 151 | $ | 207 | ||||||
Selling, general and administrative | 1,966 | 2,314 | ||||||||
Research and development | 434 | 467 | ||||||||
Share-based compensation expense before tax | 2,551 | 2,988 | ||||||||
Income tax benefit | (919 | ) | (1,072 | ) | ||||||
Net compensation expense | $ | 1,632 | $ | 1,916 | ||||||
Operating_Segment_Geographic_I
Operating Segment, Geographic Information and Significant Customers | 3 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
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 utilizes the management approach for determining reportable segments in accordance with the authoritative guidance. The following operating segments were determined based upon the nature of the products offered to customers, the market characteristics of each operating segment and the Company's management structure: | |||||||||||||||||||||
• | Mercury Commercial Electronics (“MCE”): this operating segment delivers affordable, innovative, commercially developed, specialized processing subsystems for critical commercial, defense and intelligence applications. MCE delivers secure solutions that are based upon open architectures and widely adopted industry standards. MCE delivers rapid time-to-value and service and support to prime defense contractors and commercial customers. MCE provides solutions to prime contractor customers on a variety of programs. MCE also provides technology building blocks to Mercury Defense Systems on key classified and unclassified programs. MCE has a legacy of embedded multi-computing and embedded sensor processing expertise. More recently, MCE has added substantial capabilities around radio frequency ("RF") and microwave technologies as well as emerging new manufacturing capabilities to bring design, production and test capabilities of its RF and microwave solutions to market on a more scalable basis. | ||||||||||||||||||||
• | Mercury Defense Systems (“MDS”): this operating segment provides significant capabilities relating to pre-integrated, open, affordable electronic warfare ("EW"), electronic attack ("EA") and electronic counter measure ("ECM") subsystems, and signals intelligence ("SIGINT") and electro-optical/infrared ("EO/IR") processing technologies. MDS deploys these solutions on behalf of defense prime contractors and the Department of Defense ("DoD"), leveraging commercially available technologies and solutions (or “building blocks”) from the MCE business and other commercial suppliers. MDS leverages this technology to develop integrated sensor processing subsystems, often including classified application-specific software and intellectual property ("IP") for the C4ISR (command, control, communications, computers, intelligence, surveillance and reconnaissance), EW, and ECM markets. MDS brings significant domain expertise to customers, drawing on over 25 years of experience in EW, SIGINT, and radar environment test and simulation. | ||||||||||||||||||||
The Company's operating segments were evaluated in accordance with FASB ASC 280 “Segment Reporting” in order to determine which operating segments qualified as reportable segments. The Company determined that both MCE and MDS met the quantitative thresholds for reporting. | |||||||||||||||||||||
Prior year results have been restated for the reclassification of the MIS operating segment as discontinued operations. MIS was previously aggregated with MDS into one reportable segment based on similar economic and qualitative factors in accordance with FASB ASC 280 (see Note C). | |||||||||||||||||||||
The accounting policies of the reportable segments are the same as those described in “Note B: Summary of Significant Accounting Policies.” The profitability measure employed by the Company and its CODM as the basis for allocating resources to segments and assessing segment performance is adjusted EBITDA. The Company believes the adjusted EBITDA financial measure assists in providing an enhanced understanding of its underlying operational measures to manage its business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. | |||||||||||||||||||||
Adjusted EBITDA is defined as income from continuing operations before interest income and expense, income taxes, depreciation, amortization of intangible assets, restructuring and other charges, impairment of long-lived assets, acquisition costs and other related expenses, fair value adjustments from purchase accounting and stock-based compensation costs. Additionally, asset information by reportable segment is not reported because the Company and its CODM utilize consolidated asset information when making business decisions. The following is a summary of the performance of the Company's operations by reportable segment: | |||||||||||||||||||||
MCE | MDS | Eliminations | Total | ||||||||||||||||||
THREE MONTHS ENDED | |||||||||||||||||||||
30-Sep-14 | |||||||||||||||||||||
Net revenues to unaffiliated customers | $ | 48,556 | $ | 5,379 | $ | 126 | $ | 54,061 | |||||||||||||
Intersegment revenues | 501 | 140 | (641 | ) | — | ||||||||||||||||
Net revenues | $ | 49,057 | $ | 5,519 | $ | (515 | ) | $ | 54,061 | ||||||||||||
Adjusted EBITDA | $ | 7,289 | $ | 486 | $ | 228 | $ | 8,003 | |||||||||||||
THREE MONTHS ENDED | |||||||||||||||||||||
30-Sep-13 | |||||||||||||||||||||
Net revenues to unaffiliated customers | $ | 43,488 | $ | 7,916 | $ | (678 | ) | $ | 50,726 | ||||||||||||
Intersegment revenues | 1,114 | — | (1,114 | ) | — | ||||||||||||||||
Net revenues | $ | 44,602 | $ | 7,916 | $ | (1,792 | ) | $ | 50,726 | ||||||||||||
Adjusted EBITDA | $ | 2,343 | $ | 1,062 | $ | (82 | ) | $ | 3,323 | ||||||||||||
The following table reconciles the Company’s income (loss) from continuing operations, the most directly comparable GAAP financial measure, to its adjusted EBITDA: | |||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Income (loss) from continuing operations | $ | 717 | $ | (2,304 | ) | ||||||||||||||||
Interest expense, net | 5 | 14 | |||||||||||||||||||
Tax benefit | — | (1,319 | ) | ||||||||||||||||||
Depreciation | 1,700 | 1,974 | |||||||||||||||||||
Amortization of intangible assets | 1,762 | 1,985 | |||||||||||||||||||
Restructuring and other charges | 1,268 | (15 | ) | ||||||||||||||||||
Stock-based compensation expense | 2,551 | 2,988 | |||||||||||||||||||
Adjusted EBITDA | $ | 8,003 | $ | 3,323 | |||||||||||||||||
The geographic distribution of the Company’s revenues is summarized as follows: | |||||||||||||||||||||
US | Europe | Asia Pacific | Eliminations | Total | |||||||||||||||||
THREE MONTHS ENDED | |||||||||||||||||||||
30-Sep-14 | |||||||||||||||||||||
Net revenues to unaffiliated customers | $ | 53,085 | $ | 346 | $ | 630 | $ | — | $ | 54,061 | |||||||||||
Inter-geographic revenues | 583 | — | — | (583 | ) | — | |||||||||||||||
Net revenues | $ | 53,668 | $ | 346 | $ | 630 | $ | (583 | ) | $ | 54,061 | ||||||||||
THREE MONTHS ENDED | |||||||||||||||||||||
30-Sep-13 | |||||||||||||||||||||
Net revenues to unaffiliated customers | $ | 49,456 | $ | 508 | $ | 762 | $ | — | $ | 50,726 | |||||||||||
Inter-geographic revenues | 819 | 157 | 140 | (1,116 | ) | — | |||||||||||||||
Net revenues | $ | 50,275 | $ | 665 | $ | 902 | $ | (1,116 | ) | $ | 50,726 | ||||||||||
Foreign revenue is based on the country in which the Company’s legal subsidiary is domiciled. | |||||||||||||||||||||
The geographic distribution of the Company’s long-lived assets is summarized as follows: | |||||||||||||||||||||
U.S. | Europe | Asia Pacific | Eliminations | Total | |||||||||||||||||
30-Sep-14 | $ | 13,298 | $ | 40 | $ | 5 | $ | — | $ | 13,343 | |||||||||||
30-Jun-14 | $ | 14,090 | $ | 48 | $ | 6 | $ | — | $ | 14,144 | |||||||||||
Identifiable long-lived assets exclude goodwill and intangible assets. | |||||||||||||||||||||
Customers comprising 10% or more of the Company’s revenues for the periods shown below are as follows: | |||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Raytheon Company | 35 | % | 13 | % | |||||||||||||||||
Lockheed Martin Corporation | 30 | % | 12 | % | |||||||||||||||||
Northrop Grumman Corporation | * | 16 | % | ||||||||||||||||||
BAE Systems PLC | * | 11 | % | ||||||||||||||||||
65 | % | 52 | % | ||||||||||||||||||
* | Indicates that the amount is less than 10% of the Company’s revenues 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. Programs comprising 10% or more of the Company’s revenues for the periods shown below are as follows: | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
September 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
SEWIP | 18 | % | * | ||||||||||||||||||
Patriot | 18 | % | * | ||||||||||||||||||
Aegis | 11 | % | * | ||||||||||||||||||
F-35 | 10 | % | * | ||||||||||||||||||
57 | % | — | % | ||||||||||||||||||
* | Indicates that the amount is less than 10% of the Company’s revenues for the respective period. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
The Company has evaluated subsequent events from the date of the consolidated balance sheet through the date the consolidated financial statements were issued. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Accounting Policies [Abstract] | ' | |||||
Basis of Presentation | ' | |||||
BASIS OF PRESENTATION | ||||||
The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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, 2014 which are contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on August 14, 2014. The results for the three months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year. | ||||||
The Company is comprised of the following operating segments: MCE and MDS. See Note L of the Notes to Consolidated Financial Statements for further discussion. | ||||||
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 | ' | |||||
USE OF ESTIMATES | ||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. | ||||||
Revenue Recognition | ' | |||||
REVENUE RECOGNITION | ||||||
The Company relies upon FASB ASC 605, Revenue Recognition to account for its revenue transactions. Revenue is recognized upon shipment provided that title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, the sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria, if any, have been successfully demonstrated. Out-of-pocket expenses that are reimbursable by the customer are included in revenue and cost of revenue. | ||||||
Certain contracts with customers require the Company to perform tests of its products prior to shipment to ensure their performance complies with the Company’s published product specifications and, on occasion, with additional customer-requested specifications. In these cases, the Company conducts such tests and, if they are completed successfully, includes a written confirmation with each order shipped. As a result, at the time of each product shipment, the Company believes that no further customer testing requirements exist and that there is no uncertainty of acceptance by its customer. | ||||||
The Company uses FASB Accounting Standards Update (“ASU”) No. 2009-13 (“FASB ASU 2009-13”), Multiple-Deliverable Revenue Arrangements. FASB ASU 2009-13 establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third-party evidence (“TPE”) if VSOE is not available; and (3) best estimated selling price (“BESP”), if neither VSOE nor TPE are available. Additionally, FASB ASU 2009-13 expands the disclosure requirements related to a vendor’s multiple-deliverable revenue arrangements. | ||||||
The Company enters into multiple-deliverable arrangements that may include a combination of hardware components, related integration or other services. These arrangements generally do not include any performance-, cancellation-, termination- or refund-type provisions. Total revenue recognized under multiple-deliverable revenue arrangements was 29% of total revenues in the three months ended September 30, 2014 and 2013. | ||||||
In accordance with the provisions of FASB ASU 2009-13, the Company allocates arrangement consideration to each deliverable in an arrangement based on its relative selling price. The Company generally expects that it will not be able to establish VSOE or TPE due to limited single element transactions and the nature of the markets in which the Company competes, and, as such, the Company typically determines its relative selling price using BESP. | ||||||
The objective of BESP is to determine the price at which the Company would transact if the product or service were sold by the Company on a standalone basis. Determination of BESP involves the consideration of several factors based on the specific facts and circumstances of each arrangement. Specifically, the Company considers the cost to produce the deliverable, the anticipated margin on that deliverable, the selling price and profit margin for similar parts, the Company’s ongoing pricing strategy and policies as evident from the price list established and updated by management on a regular basis, the value of any enhancements that have been built into the deliverable and the characteristics of the varying markets in which the deliverable is sold. | ||||||
The Company analyzes the selling prices used in its allocation of arrangement consideration at a minimum on an annual basis and on a more frequent basis if a significant change in the Company’s business necessitates a more timely analysis or if the Company experiences significant variances in its selling prices. | ||||||
Each deliverable within the Company’s multiple-deliverable revenue arrangements is accounted for as a separate unit of accounting under the guidance of FASB ASU 2009-13 if both of the following criteria are met: the delivered item or items have value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. The Company's revenue arrangements generally do not include a general right of return for delivered products. The Company considers a deliverable to have standalone value if the item is sold separately by the Company or another vendor or if the item could be resold by the customer. | ||||||
Deliverables not meeting the criteria for being a separate unit of accounting are combined with a deliverable that does meet that criterion. The appropriate allocation of arrangement consideration and recognition of revenue is then determined for the combined unit of accounting. | ||||||
The Company also engages in long-term contracts for development, production and services activities which it accounts for consistent with FASB ASC 605-35, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, and other relevant revenue recognition accounting literature. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. Generally for fixed-price contracts, other than service-type contracts, revenue is recognized primarily under the percentage of completion method or, for certain short-term contracts, by the completed contract method. Revenue from service-type fixed-price contracts is recognized ratably over the contract period or by other appropriate input or output methods to measure service provided, and contract costs are expensed as incurred. The Company establishes billing terms at the time project deliverables and milestones are agreed. Revenues recognized in excess of the amounts invoiced to clients are classified as unbilled receivables. For time and materials contracts, revenue reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other billable direct costs. For all types of contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable. | ||||||
The use of contract accounting requires significant judgment relative to estimating total contract revenues and costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed, anticipated increases in wages and prices for subcontractor services and materials, and the availability of subcontractor services and materials. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods. | ||||||
The Company defines service revenues as revenue from activities that are not associated with the design, development, production, or delivery of tangible assets, software or specific capabilities sold by us. Examples of the Company's service revenues include: analyst services and systems engineering support, consulting, maintenance and other support, testing and installation. The Company combines its product and service revenues into a single class as services revenues do not exceed 10 percent of total revenues. | ||||||
The Company does not provide its customers with rights of product return, other than those related to warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated warranty costs upon product shipment. Revenues from product royalties are recognized upon invoice by the Company. Additionally, all revenues are reported net of government assessed taxes (e.g. sales taxes or value-added taxes). | ||||||
Weighted-Average Shares | ' | |||||
WEIGHTED-AVERAGE SHARES | ||||||
Weighted-average shares were calculated as follows: | ||||||
Three Months Ended September 30, | ||||||
2014 | 2013 | |||||
Basic weighted-average shares outstanding | 31,635 | 30,653 | ||||
Effect of dilutive equity instruments | 846 | — | ||||
Diluted weighted-average shares outstanding | 32,481 | 30,653 | ||||
Equity instruments to purchase 750 and 4,178 shares of common stock were not included in the calculation of diluted net earnings per share for the three months ended September 30, 2014 and 2013, respectively, because the equity instruments were anti-dilutive. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Accounting Policies [Abstract] | ' | |||||
Basic and Diluted Weighted Average Shares Outstanding | ' | |||||
WEIGHTED-AVERAGE SHARES | ||||||
Weighted-average shares were calculated as follows: | ||||||
Three Months Ended September 30, | ||||||
2014 | 2013 | |||||
Basic weighted-average shares outstanding | 31,635 | 30,653 | ||||
Effect of dilutive equity instruments | 846 | — | ||||
Diluted weighted-average shares outstanding | 32,481 | 30,653 | ||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Schedule of discontinued operations | ' | |||||||
The amounts reported in (loss) income from discontinued operations, net of income taxes were as follows: | ||||||||
For the Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Net revenues of discontinued operations | $ | 1,839 | $ | 3,214 | ||||
Costs of discontinued operations: | ||||||||
Cost of revenues | 1,225 | 2,191 | ||||||
Selling, general and administrative | 647 | 780 | ||||||
Research and development | 171 | 32 | ||||||
Amortization of intangible assets | 124 | 123 | ||||||
Acquisition costs and other related expenses | 33 | — | ||||||
(Loss) income from discontinued operations before income taxes | (361 | ) | 88 | |||||
Tax (benefit) provision | (143 | ) | 40 | |||||
(Loss) income from discontinued operations | $ | (218 | ) | $ | 48 | |||
The amounts reported as assets and liabilities of the discontinued operations were as follows: | ||||||||
September 30, | June 30, | |||||||
2014 | 2014 | |||||||
Accounts receivable, net | $ | 303 | $ | 925 | ||||
Unbilled receivables and costs in excess of billings | 401 | 248 | ||||||
Deferred income taxes | 88 | 77 | ||||||
Prepaid expenses and other current assets | 102 | 124 | ||||||
Property and equipment, net | 431 | 475 | ||||||
Goodwill | 2,283 | 2,283 | ||||||
Intangible assets, net | 1,938 | 2,062 | ||||||
Other non-current assets | 33 | 39 | ||||||
Assets of discontinued operations | $ | 5,579 | $ | 6,233 | ||||
Accounts payable | $ | 21 | $ | 127 | ||||
Accrued expenses | 879 | 802 | ||||||
Accrued compensation | 483 | 689 | ||||||
Deferred income taxes | 771 | 818 | ||||||
Liabilities of discontinued operations | $ | 2,154 | $ | 2,436 | ||||
The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: | ||||||||
For the Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Depreciation | $ | 44 | $ | 38 | ||||
Amortization of intangible assets | $ | 124 | $ | 123 | ||||
Stock-based compensation expense | $ | 63 | $ | 47 | ||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of Financial Assets Measured at Fair Value | ' | ||||||||||||||||
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at September 30, 2014: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
30-Sep-14 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 48,876 | $ | 48,876 | $ | — | $ | — | |||||||||
Restricted cash | 265 | 265 | — | — | |||||||||||||
Total | $ | 49,141 | $ | 49,141 | $ | — | $ | — | |||||||||
Inventory_Tables
Inventory (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
Inventory was comprised of the following: | |||||||||
30-Sep-14 | 30-Jun-14 | ||||||||
Raw materials | $ | 12,845 | $ | 13,755 | |||||
Work in process | 14,324 | 12,677 | |||||||
Finished goods | 3,602 | 5,223 | |||||||
Total | $ | 30,771 | $ | 31,655 | |||||
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||
The following table sets forth the carrying amount of goodwill by reporting units as of September 30, 2014 and June 30, 2014: | |||||||||
30-Sep-14 | 30-Jun-14 | ||||||||
MCE goodwill | $ | 134,378 | $ | 134,378 | |||||
MDS goodwill | 33,768 | 33,768 | |||||||
Total goodwill | $ | 168,146 | $ | 168,146 | |||||
Restructuring_Plan_Tables
Restructuring Plan (Tables) | 3 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||
Expenses by Reportable Segment for Restructuring Plans | ' | ||||||||||||
The following table presents the detail of activity for the Company’s restructuring plans: | |||||||||||||
Severance & | Facilities | Total | |||||||||||
Related | & Other | ||||||||||||
Restructuring liability at June 30, 2014 | $ | 1,371 | $ | 772 | $ | 2,143 | |||||||
MCE restructuring and other charges | 669 | 750 | 1,419 | ||||||||||
MDS restructuring and other charges | 33 | — | 33 | ||||||||||
Cash paid | (962 | ) | (242 | ) | (1,204 | ) | |||||||
Reversals(*) | (184 | ) | — | (184 | ) | ||||||||
Restructuring liability at September 30, 2014 | $ | 927 | $ | 1,280 | $ | 2,207 | |||||||
( *) Reversals result from the finalization of settlements owed. |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||
Summary of Stock Option Plans | ' | |||||||||
The following table summarizes activity of the Company’s stock option plans since June 30, 2014: | ||||||||||
Options Outstanding | ||||||||||
Number of | Weighted Average | Weighted Average | ||||||||
Shares | Exercise Price | Remaining | ||||||||
Contractual Term | ||||||||||
(Years) | ||||||||||
Outstanding at June 30, 2014 | 1,435 | $ | 11.76 | 2.23 | ||||||
Granted | — | — | ||||||||
Exercised | (37 | ) | 6.33 | |||||||
Cancelled | (62 | ) | 23.58 | |||||||
Outstanding at September 30, 2014 | 1,336 | $ | 11.37 | 2.02 | ||||||
Summary of Nonvested Restricted Stock | ' | |||||||||
The following table summarizes the status of the Company’s non-vested restricted stock awards since June 30, 2014: | ||||||||||
Non-vested Restricted Stock Awards | ||||||||||
Number of | Weighted Average | |||||||||
Shares | Grant Date | |||||||||
Fair Value | ||||||||||
Outstanding at June 30, 2014 | 2,091 | $ | 10.15 | |||||||
Granted | 620 | 11.38 | ||||||||
Vested | (660 | ) | 10.31 | |||||||
Forfeited | (126 | ) | 10.9 | |||||||
Outstanding at September 30, 2014 | 1,925 | $ | 10.44 | |||||||
Stock Based Compensation Expenses | ' | |||||||||
The following table presents share-based compensation expenses included in the Company’s consolidated statements of operations: | ||||||||||
Three Months Ended September 30, | ||||||||||
2014 | 2013 | |||||||||
Cost of revenues | $ | 151 | $ | 207 | ||||||
Selling, general and administrative | 1,966 | 2,314 | ||||||||
Research and development | 434 | 467 | ||||||||
Share-based compensation expense before tax | 2,551 | 2,988 | ||||||||
Income tax benefit | (919 | ) | (1,072 | ) | ||||||
Net compensation expense | $ | 1,632 | $ | 1,916 | ||||||
Operating_Segment_Geographic_I1
Operating Segment, Geographic Information and Significant Customers (Tables) | 3 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Summary of Performance of Operations by Reportable Segment | ' | ||||||||||||||||||||
The following is a summary of the performance of the Company's operations by reportable segment: | |||||||||||||||||||||
MCE | MDS | Eliminations | Total | ||||||||||||||||||
THREE MONTHS ENDED | |||||||||||||||||||||
30-Sep-14 | |||||||||||||||||||||
Net revenues to unaffiliated customers | $ | 48,556 | $ | 5,379 | $ | 126 | $ | 54,061 | |||||||||||||
Intersegment revenues | 501 | 140 | (641 | ) | — | ||||||||||||||||
Net revenues | $ | 49,057 | $ | 5,519 | $ | (515 | ) | $ | 54,061 | ||||||||||||
Adjusted EBITDA | $ | 7,289 | $ | 486 | $ | 228 | $ | 8,003 | |||||||||||||
THREE MONTHS ENDED | |||||||||||||||||||||
30-Sep-13 | |||||||||||||||||||||
Net revenues to unaffiliated customers | $ | 43,488 | $ | 7,916 | $ | (678 | ) | $ | 50,726 | ||||||||||||
Intersegment revenues | 1,114 | — | (1,114 | ) | — | ||||||||||||||||
Net revenues | $ | 44,602 | $ | 7,916 | $ | (1,792 | ) | $ | 50,726 | ||||||||||||
Adjusted EBITDA | $ | 2,343 | $ | 1,062 | $ | (82 | ) | $ | 3,323 | ||||||||||||
Reconciliation of Net Income (loss), Most Directly Comparable GAAP Financial Measure to Adjusted EBITDA | ' | ||||||||||||||||||||
The following table reconciles the Company’s income (loss) from continuing operations, the most directly comparable GAAP financial measure, to its adjusted EBITDA: | |||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Income (loss) from continuing operations | $ | 717 | $ | (2,304 | ) | ||||||||||||||||
Interest expense, net | 5 | 14 | |||||||||||||||||||
Tax benefit | — | (1,319 | ) | ||||||||||||||||||
Depreciation | 1,700 | 1,974 | |||||||||||||||||||
Amortization of intangible assets | 1,762 | 1,985 | |||||||||||||||||||
Restructuring and other charges | 1,268 | (15 | ) | ||||||||||||||||||
Stock-based compensation expense | 2,551 | 2,988 | |||||||||||||||||||
Adjusted EBITDA | $ | 8,003 | $ | 3,323 | |||||||||||||||||
Geographic Distribution of Revenues and Long Lived Assets from Continuing Operations | ' | ||||||||||||||||||||
The geographic distribution of the Company’s revenues is summarized as follows: | |||||||||||||||||||||
US | Europe | Asia Pacific | Eliminations | Total | |||||||||||||||||
THREE MONTHS ENDED | |||||||||||||||||||||
30-Sep-14 | |||||||||||||||||||||
Net revenues to unaffiliated customers | $ | 53,085 | $ | 346 | $ | 630 | $ | — | $ | 54,061 | |||||||||||
Inter-geographic revenues | 583 | — | — | (583 | ) | — | |||||||||||||||
Net revenues | $ | 53,668 | $ | 346 | $ | 630 | $ | (583 | ) | $ | 54,061 | ||||||||||
THREE MONTHS ENDED | |||||||||||||||||||||
30-Sep-13 | |||||||||||||||||||||
Net revenues to unaffiliated customers | $ | 49,456 | $ | 508 | $ | 762 | $ | — | $ | 50,726 | |||||||||||
Inter-geographic revenues | 819 | 157 | 140 | (1,116 | ) | — | |||||||||||||||
Net revenues | $ | 50,275 | $ | 665 | $ | 902 | $ | (1,116 | ) | $ | 50,726 | ||||||||||
Foreign revenue is based on the country in which the Company’s legal subsidiary is domiciled. | |||||||||||||||||||||
The geographic distribution of the Company’s long-lived assets is summarized as follows: | |||||||||||||||||||||
U.S. | Europe | Asia Pacific | Eliminations | Total | |||||||||||||||||
30-Sep-14 | $ | 13,298 | $ | 40 | $ | 5 | $ | — | $ | 13,343 | |||||||||||
30-Jun-14 | $ | 14,090 | $ | 48 | $ | 6 | $ | — | $ | 14,144 | |||||||||||
Customers Comprising Ten Percent or More Revenues | ' | ||||||||||||||||||||
Customers comprising 10% or more of the Company’s revenues for the periods shown below are as follows: | |||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Raytheon Company | 35 | % | 13 | % | |||||||||||||||||
Lockheed Martin Corporation | 30 | % | 12 | % | |||||||||||||||||
Northrop Grumman Corporation | * | 16 | % | ||||||||||||||||||
BAE Systems PLC | * | 11 | % | ||||||||||||||||||
65 | % | 52 | % | ||||||||||||||||||
* | Indicates that the amount is less than 10% of the Company’s revenues for the respective period. | ||||||||||||||||||||
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | ' | ||||||||||||||||||||
Programs comprising 10% or more of the Company’s revenues for the periods shown below are as follows: | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
September 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
SEWIP | 18 | % | * | ||||||||||||||||||
Patriot | 18 | % | * | ||||||||||||||||||
Aegis | 11 | % | * | ||||||||||||||||||
F-35 | 10 | % | * | ||||||||||||||||||
57 | % | — | % | ||||||||||||||||||
* | Indicates that the amount is less than 10% of the Company’s revenues for the respective period. |
Description_of_Business_Detail
Description of Business (Details) | 3 Months Ended |
Sep. 30, 2014 | |
contractor | |
program | |
Accounting Policies [Abstract] | ' |
Number of programs using products and services | 300 |
Number of contractors using products and services | 25 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Significant Accounting Policies [Line Items] | ' | ' |
Common stock excluded from diluted earning per share | 750 | 4,178 |
Multiple Delivery Revenue [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Percentage Of Revenue Recognized | 29.00% | 29.00% |
Basic_and_Diluted_Weighted_Ave
Basic and Diluted Weighted Average Shares Outstanding (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Basic weighted-average shares outstanding | 31,635 | 30,653 |
Effect of dilutive equity instruments | 846 | 0 |
Diluted weighted-average shares outstanding | 32,481 | 30,653 |
Discontinued_Operations_Loss_I
Discontinued Operations - (Loss) Income from Discontinued Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Costs of discontinued operations: | ' | ' |
(Loss) income from discontinued operations | ($218) | $48 |
MIS [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Net revenues of discontinued operations | 1,839 | 3,214 |
Costs of discontinued operations: | ' | ' |
Cost of revenues | 1,225 | 2,191 |
Selling, general and administrative | 647 | 780 |
Research and development | 171 | 32 |
Amortization of intangible assets | 124 | 123 |
Disposal Group, Including Discontinued Operation, Acquisition Costs and Other Related Charges | 33 | 0 |
(Loss) income from discontinued operations before income taxes | -361 | 88 |
Tax (benefit) provision | -143 | 40 |
(Loss) income from discontinued operations | ($218) | $48 |
Discontinued_Operations_Assets
Discontinued Operations - Assets and Liabilities of Discontinued Operations (Details) (MIS [Member], USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
MIS [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Accounts receivable, net | $303 | $925 |
Unbilled receivables and costs in excess of billings | 401 | 248 |
Deferred income taxes | 88 | 77 |
Prepaid expenses and other current assets | 102 | 124 |
Property and equipment, net | 431 | 475 |
Goodwill | 2,283 | 2,283 |
Intangible assets, net | 1,938 | 2,062 |
Other non-current assets | 33 | 39 |
Assets of discontinued operations | 5,579 | 6,233 |
Accounts payable | 21 | 127 |
Accrued expenses | 879 | 802 |
Accrued compensation | 483 | 689 |
Deferred income taxes | 771 | 818 |
Liabilities of discontinued operations | $2,154 | $2,436 |
Discontinued_Operations_Deprec
Discontinued Operations - Depreciation, Amortization, Capital Expenditures, and Significant Noncash Items (Details) (MIS [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
MIS [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Depreciation | $44 | $38 |
Amortization of intangible assets | 124 | 123 |
Stock-based compensation expense | $63 | $47 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Level 1 | ' |
Assets: | ' |
Fair value measurement disclosure | $49,141 |
Level 2 | ' |
Assets: | ' |
Fair value measurement disclosure | 0 |
Level 3 | ' |
Assets: | ' |
Fair value measurement disclosure | 0 |
Fair Value | ' |
Assets: | ' |
Fair value measurement disclosure | 49,141 |
Cash and cash equivalents | Level 1 | ' |
Assets: | ' |
Fair value measurement disclosure | 48,876 |
Cash and cash equivalents | Level 2 | ' |
Assets: | ' |
Fair value measurement disclosure | 0 |
Cash and cash equivalents | Level 3 | ' |
Assets: | ' |
Fair value measurement disclosure | 0 |
Cash and cash equivalents | Fair Value | ' |
Assets: | ' |
Fair value measurement disclosure | 48,876 |
Restricted cash | Level 1 | ' |
Assets: | ' |
Fair value measurement disclosure | 265 |
Restricted cash | Level 2 | ' |
Assets: | ' |
Fair value measurement disclosure | 0 |
Restricted cash | Level 3 | ' |
Assets: | ' |
Fair value measurement disclosure | 0 |
Restricted cash | Fair Value | ' |
Assets: | ' |
Fair value measurement disclosure | $265 |
Inventory_Detail
Inventory (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $12,845 | $13,755 |
Work in process | 14,324 | 12,677 |
Finished goods | 3,602 | 5,223 |
Total | $30,771 | $31,655 |
Inventory_Additional_Informati
Inventory - Additional Information (Detail) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Schedule of Inventory [Line Items] | ' | ' |
Increase in Inventory | ($859,000) | ($2,274,000) |
Production Cycle Term | 'Longer than one year | ' |
Product | ' | ' |
Schedule of Inventory [Line Items] | ' | ' |
Inventory relating to contracts having production cycles longer than one year | $0 | ' |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Goodwill [Roll Forward] | ' | ' |
Beginning Balance | $168,146 | $168,146 |
Ending Balance | 168,146 | 168,146 |
MCE | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Beginning Balance | 134,378 | 134,378 |
Ending Balance | 134,378 | 134,378 |
MDS | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Beginning Balance | 33,768 | ' |
Ending Balance | $33,768 | ' |
Restructuring_Plan_Additional_
Restructuring Plan - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring expenses | $1,268 | ($15) |
Future restructuring expenses expected in fiscal 2013 | $1,114 | ' |
Expenses_by_Reportable_Segment
Expenses by Reportable Segment for Restructuring Plans (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring liability at beginning of period | $2,143 | |
Cash paid | -1,204 | |
Reversals | -184 | [1] |
Restructuring liability at end of period | 2,207 | |
Severance | ' | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring liability at beginning of period | 1,371 | |
Cash paid | -962 | |
Reversals | -184 | [1] |
Restructuring liability at end of period | 927 | |
Facilities And Other | ' | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring liability at beginning of period | 772 | |
Cash paid | -242 | |
Reversals | 0 | |
Restructuring liability at end of period | 1,280 | |
MCE | ' | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring, Settlement and Impairment Provisions | 1,419 | |
MCE | Severance | ' | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring, Settlement and Impairment Provisions | 669 | |
MCE | Facilities And Other | ' | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring, Settlement and Impairment Provisions | 750 | |
MDS | ' | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring, Settlement and Impairment Provisions | 33 | |
MDS | Severance | ' | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring, Settlement and Impairment Provisions | 33 | |
MDS | Facilities And Other | ' | |
Restructuring Reserve [Roll Forward] | ' | |
Restructuring, Settlement and Impairment Provisions | $0 | |
[1] | Reversals result from the finalization of settlements owed. |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Income tax (benefit) expense | $0 | ' | ($1,319) |
(Loss) income from operations before income taxes | 717 | ' | -3,623 |
Immaterial Error Correction | ' | '231 | ' |
Estimated changes in unrecognized tax benefits | $1,022 | ' | ' |
Commitments_And_Contingencies_
Commitments And Contingencies - Additional Information (Detail) (Non-cancelable purchase commitments, USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Non-cancelable purchase commitments | ' |
Long-term Purchase Commitment [Line Items] | ' |
Purchase commitments for less than one year | $31,118 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (Senior Unsecured Credit Facilities, USD $) | Sep. 30, 2014 | Oct. 12, 2012 |
Key Bank Credit Facility [Member] | ||
Debt Instrument [Line Items] | ' | ' |
Remaining borrowing capacity | $86,557,000 | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | 200,000,000 |
Borrowings outstanding | 0 | ' |
Amount of outstanding letter of credit | $3,789,000 | ' |
Stock_Based_Compensation_Addit
Stock Based Compensation - Additional Information (Detail) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Employee Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares authorized for issuance under stock incentive plan | 1,400 |
Shares available for future grant | 164 |
Purchase price as a percentage of the lesser of the market value of such shares at either the beginning or the end of each nine-month offering period | 85.00% |
Percentage of employee compensation that may be uses to purchase common stock through payroll deductions, maximum | 10.00% |
2005 Stock Incentive Plan | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares authorized for issuance under stock incentive plan | 8,018 |
Exercise price of stock option, percentage | 100.00% |
Shares available for future grant | 567 |
2005 Stock Incentive Plan | Maximum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Term of stock option | '7 years |
2005 Stock Incentive Plan | Performance Shares [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Vesting period | '3 years |
Summary_of_Stock_Option_Plans_
Summary of Stock Option Plans (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | |
Stock Options | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 3,200 | ' | ' |
Number of Shares | ' | ' | ' |
Outstanding at beginning of period | ' | 1,435,000 | ' |
Granted | ' | 0 | ' |
Exercised | ' | -37,000 | ' |
Cancelled | ' | -62,000 | ' |
Outstanding at end of period | ' | 1,336,000 | 1,435,000 |
Weighted Average Exercise Price | ' | ' | ' |
Outstanding at beginning of period | ' | $11.76 | ' |
Granted | ' | $0 | ' |
Exercised | ' | $6.33 | ' |
Cancelled | ' | $23.58 | ' |
Outstanding at end of period | ' | $11.37 | $11.76 |
Weighted Average Remaining Contractual Term (Years) | ' | ' | ' |
Outstanding at end of period | ' | '2 years 8 days | '2 years 2 months 24 days |
Summary_of_Nonvested_Restricte
Summary of Nonvested Restricted Stock (Detail) (Restricted Stock, USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Restricted Stock | ' |
Number of Shares | ' |
Beginning Balance | 2,091 |
Granted | 620 |
Vested | -660 |
Forfeited | -126 |
Ending Balance | 1,925 |
Weighted Average Grant Date Fair Value | ' |
Beginning Balance | $10.15 |
Granted | $11.38 |
Vested | $10.31 |
Forfeited | $10.90 |
Ending Balance | $10.44 |
Stock_Based_Compensation_Expen
Stock Based Compensation Expenses (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation expense before tax | $2,551 | $2,988 |
Income taxes | -919 | -1,072 |
Net compensation expense | 1,632 | 1,916 |
Cost of revenues | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation expense before tax | 151 | 207 |
Selling, general and administrative | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation expense before tax | 1,966 | 2,314 |
Research and development | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation expense before tax | $434 | $467 |
Operating_Segment_Geographic_I2
Operating Segment, Geographic Information and Significant Customers - Summary of Performance of Operations by Reportable Segment (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | $54,061 | $50,726 |
Adjusted EBITDA | 8,003 | 3,323 |
MCE | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | 48,556 | 43,488 |
MDS | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | 5,379 | 7,916 |
Segment Reconciling Items [Member] | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | 126 | -678 |
Intersegment Eliminations [Member] | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | -641 | -1,114 |
Intersegment Eliminations [Member] | MCE | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | -501 | -1,114 |
Intersegment Eliminations [Member] | MDS | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | -140 | 0 |
Operating Segments [Member] | MCE | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | 49,057 | 44,602 |
Adjusted EBITDA | 7,289 | 2,343 |
Operating Segments [Member] | MDS | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | 5,519 | 7,916 |
Adjusted EBITDA | 486 | 1,062 |
Segment Reconciling Items and Intersegment Eliminations [Member] | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' |
Net revenues | -515 | -1,792 |
Adjusted EBITDA | $228 | ($82) |
Operating_Segment_Geographic_I3
Operating Segment, Geographic Information and Significant Customers - Reconciles Net Income (loss), Most Directly Comparable GAAP Financial Measure to Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting [Abstract] | ' | ' |
Income (loss) from continuing operations | $717 | ($2,304) |
Interest expense, net | 5 | 14 |
Tax benefit | 0 | -1,319 |
Depreciation | 1,700 | 1,974 |
Amortization of intangible assets | 1,762 | 1,985 |
Restructuring and other charges | 1,268 | -15 |
Stock-based compensation expense | 2,551 | 2,988 |
Adjusted EBITDA | $8,003 | $3,323 |
Operating_Segment_Geographic_I4
Operating Segment, Geographic Information and Significant Customers - Geographic Distribution of Revenues and Long Lived Assets from Continuing Operations (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | $54,061 | $50,726 | ' |
Identifiable long-lived assets | 13,343 | ' | 14,144 |
US | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | 53,085 | 49,456 | ' |
Europe | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | 346 | 508 | ' |
Asia Pacific | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | 630 | 762 | ' |
Reportable Geographical Components [Member] | US | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | 53,668 | 50,275 | ' |
Identifiable long-lived assets | 13,298 | ' | 14,090 |
Reportable Geographical Components [Member] | Europe | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | 346 | 665 | ' |
Identifiable long-lived assets | 40 | ' | 48 |
Reportable Geographical Components [Member] | Asia Pacific | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | 630 | 902 | ' |
Identifiable long-lived assets | 5 | ' | 6 |
Geography Eliminations [Member] | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | -583 | -1,116 | ' |
Identifiable long-lived assets | 0 | ' | 0 |
Geography Eliminations [Member] | US | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | -583 | -819 | ' |
Geography Eliminations [Member] | Europe | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | 0 | -157 | ' |
Geography Eliminations [Member] | Asia Pacific | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net revenues | $0 | ($140) | ' |
Operating_Segment_Geographic_I5
Operating Segment, Geographic Information and Significant Customers - Customers Comprising Ten Percent or more Revenues (Detail) (Sales Revenue, Net [Member]) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue, Major Customer [Line Items] | ' | ' |
Concentration risk, percentage | 57.00% | ' |
Customer Concentration Risk [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Concentration risk, percentage | 65.00% | 52.00% |
Customer Concentration Risk [Member] | Raytheon Company [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Concentration risk, percentage | 35.00% | 13.00% |
Customer Concentration Risk [Member] | Lockheed Martin Corporation [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Concentration risk, percentage | 30.00% | 12.00% |
Customer Concentration Risk [Member] | Northrop Grumman Corporation [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Concentration risk, percentage | ' | 16.00% |
Customer Concentration Risk [Member] | BAE Systems PLC | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Concentration risk, percentage | ' | 11.00% |
Operating_Segment_Geographic_I6
Operating Segment, Geographic Information and Significant Customers - Programs Comprising Ten Percent or more of Company's Revenue (Detail) (Sales Revenue, Net [Member]) | 3 Months Ended |
Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ' |
Concentration risk, percentage | 57.00% |
SEWIP Program [Member] | Program Concentration Risk [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Concentration risk, percentage | 18.00% |
Patriot Program [Member] | Program Concentration Risk [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Concentration risk, percentage | 18.00% |
Aegis Program [Member] | Program Concentration Risk [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Concentration risk, percentage | 11.00% |
F-35 Program [Member] | Program Concentration Risk [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Concentration risk, percentage | 10.00% |