Ask ten government contractors for their backlog and you will get ten different definitions, several of which include amounts nobody has committed to spend. Backlog is the primary forward-looking metric in the industry, it drives the growth story in any transaction, and it is defined loosely enough that a contractor can produce a very impressive number without saying anything untrue. Buyers know this, which is why the first thing a diligence team does with backlog is throw it away and rebuild it.
The Three Layers
Funded backlog. Work under contract, within the current period of performance, for which the government has obligated money. This is the only layer with an appropriated dollar behind it. It is the number a lender will lend against and the number a buyer treats as real.
Unfunded backlog. Work under contract, within the negotiated value and period of performance, for which funding has not yet been obligated. Incremental funding is routine, and most unfunded backlog on healthy programs does get funded. But it is contingent on appropriations, on continuing resolutions, and on program priority, and none of those are within the contractor's control.
Total contract value. The full negotiated value including unexercised option years. Options are the government's to exercise, not the contractor's to expect. Historical exercise rates on healthy programs are high, which is what makes this layer defensible to include — as long as it is labeled.
Beyond these three sits IDIQ ceiling value, which is not backlog under any reasonable definition. A ceiling is the maximum that may be ordered across all vehicle holders over its life. On a multiple-award vehicle with a dozen holders, a contractor's expected share of a large ceiling may be modest. Presenting ceiling as backlog is the fastest way to lose credibility in a diligence meeting.
The discipline is not to report the smallest number. It is to report all three layers separately, labeled, with historical conversion rates attached. A contractor who does that is more credible at a larger total than one who reports a single blended figure.
Book-to-Bill
Book-to-bill is new bookings in a period divided by revenue recognized in that period. Above one, backlog is growing. Below one, the company is consuming backlog faster than it replaces it.
The metric is genuinely useful and genuinely easy to distort. Three cautions:
Define bookings consistently. If a five-year award books entirely in the quarter it is won, book-to-bill will spike and then trough for the next several quarters. That is not a business change; it is a measurement artifact. Presenting it on a trailing twelve-month basis smooths the lumpiness without hiding it.
Separate new from recompete. A book-to-bill of 1.2 built entirely from successfully defended incumbent work means the company is holding its position. The same ratio built from new-name wins means it is expanding. Buyers pay very differently for those two stories, and a blended number obscures which one is true.
Watch the denominator. Book-to-bill improves when revenue falls. A contractor whose ratio strengthened while revenue declined has not improved its bookings.
Recompete Exposure
Backlog quality depends heavily on when it expires and what happens then. In government contracting, contracts end and are recompeted, and incumbency helps but does not guarantee anything.
The analysis a buyer performs, and that management should perform first:
- Revenue by contract with period of performance end dates, laid out on a calendar
- The proportion of revenue up for recompete within twelve, twenty-four, and thirty-six months
- Historical incumbent win rate, and honestly — including losses
- Concentration of recompetes in a single window
- Whether recompeting programs are likely to be set aside under a designation the company no longer qualifies for
That last point is the one that most often surprises sellers. A company that grew past its size standard faces recompetes on small business set-aside work that it can no longer bid. That is not backlog at risk; it is backlog that is gone, and it needs to be identified before a buyer identifies it.
Concentration
Backlog concentration is examined along several axes simultaneously, and a contractor can look diversified on one while being dangerously concentrated on another.
Customer agency concentration is the obvious one. Program concentration matters more — three contracts with the same agency supporting one program office is single-point exposure regardless of how many contract numbers are involved. Vehicle concentration matters where most work flows through one IDIQ. And contract type concentration determines how the portfolio behaves under stress.
What Buyers Actually Underwrite
A buyer builds a forward revenue model from funded backlog, adds unfunded backlog discounted by historical funding conversion, adds option years discounted by historical exercise rates, applies a recompete win rate to expiring work, and adds new business only to the extent the contractor's demonstrated capture rate supports it.
The output of that exercise is almost always lower than the contractor's own projection. The gap is where valuation negotiations happen.
The contractors who narrow that gap are not the ones with the biggest backlog. They are the ones who have already done the same analysis, can show funded and unfunded separately with conversion history, can produce a recompete calendar with win rates including losses, and whose own forecast is built the same way the buyer would build it. Presenting a defensible number that survives scrutiny is worth considerably more than presenting a large one that does not.
Frequently Asked Questions
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