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Feb 2, 2021

Mercury Systems Reports Second Quarter Fiscal 2021 Results

 

Second Quarter Highlights Include:
Revenue increased 9% over prior year with 9% organic growth
Bookings of $210 million yield a book-to-bill of 1.0
Record backlog of $945 million increased 30% over prior year
Completed acquisition of Physical Optics Corporation

ANDOVER, Mass., Feb. 02, 2021 (GLOBE NEWSWIRE) -- Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com), reported operating results for the second quarter of fiscal 2021, ended January 1, 2021.

Management Comments
“The solid financial performance in the second quarter is a testament to the continued resilience of our people and business,” said Mark Aslett, Mercury’s President and Chief Executive Officer. “Revenue exceeded guidance while bookings surpassed $200 million for the seventh consecutive quarter. We completed the acquisition of Physical Optics Corporation which more than doubles our global avionics business and expands our collective footprint in the platform and mission management market. Our progress also reflects Mercury's continued strategic evolution as a technology leader, evidenced by our expanded market and product capabilities, and signified by our recently unveiled brand refresh. Given the acquisition of Physical Optics Corporation, we are substantially raising our FY21 guidance,” said Aslett.

Second Quarter Fiscal 2021 Results
Total Company second quarter fiscal 2021 revenues were $210.7 million, compared to $193.9 million in the second quarter of fiscal 2020. The second quarter fiscal 2021 results included an aggregate of approximately $0.2 million of revenue attributable to the Physical Optics Corporation acquired business.

Total Company GAAP net income for the second quarter of fiscal 2021 was $12.7 million, or $0.23 per share, compared to $15.7 million, or $0.29 per share, for the second quarter of fiscal 2020. Adjusted earnings per share (“adjusted EPS”) was $0.54 per share for the second quarter of fiscal 2021, compared to $0.53 per share in the second quarter of fiscal 2020.

Second quarter fiscal 2021 adjusted EBITDA for the total Company was $45.3 million, compared to $42.8 million for the second quarter of fiscal 2020.

Cash flows from operating activities in the second quarter of fiscal 2021 were $23.9 million, compared to $32.1 million in the second quarter of fiscal 2020. Free cash flow, defined as cash flows from operating activities less capital expenditures for property and equipment, was $10.2 million for the second quarter of fiscal 2021 and $20.7 million for the second quarter of fiscal 2020.

All per share information is presented on a fully diluted basis.

Bookings and Backlog
Total bookings for the second quarter of fiscal 2021 were $210.1 million, yielding a book-to-bill ratio of 1.00 for the quarter.

Mercury’s total backlog at January 1, 2021 was $945.3 million, a $217.8 million increase from a year ago. Of the January 1, 2021 total backlog, $598.0 million represents orders expected to be shipped within the next 12 months.

Business Outlook
This section presents our current expectations and estimates, given current visibility, on our business outlook for the current fiscal quarter and fiscal year 2021. It is possible that actual performance will differ materially from the estimates given, either on the upside or on the downside. Investors should consider all of the risks with respect to these estimates, including those listed in the Safe Harbor Statement below and in the Second Quarter Fiscal 2021 Earnings Presentation and in our periodic filings with the U.S. Securities and Exchange Commission, and make themselves aware of how these risks may impact our actual performance. Effective as of July 1, 2019, the Company's fiscal year has changed to the 52-week or 53-week period ending on the Friday closest to the last day in June. All references in this press release to the third quarter of fiscal 2021 are to the quarter ending April 2, 2021 and to full fiscal 2021 are to the 52-week period ending July 2, 2021.

For the third quarter of fiscal 2021, revenues are forecasted to be in the range of $245.0 million to $255.0 million. GAAP net income for the third quarter is expected to be approximately $15.9 million to $17.8 million, or $0.29 to $0.32 per share, assuming no incremental restructuring, acquisition, other non-operating adjustments, non-recurring financing in the period, an effective tax rate, excluding discrete items, of approximately 26% and approximately 55.7 million weighted average diluted shares outstanding. Adjusted EBITDA for the third quarter of fiscal 2021 is expected to be in the range of $52.0 million to $54.5 million. Adjusted EPS is expected to be in the range of $0.59 to $0.63 per share.

For the full fiscal year 2021, we currently expect revenue of $925.0 million to $945.0 million, and GAAP net income of $69.1 million to $72.8 million, or $1.24 to $1.31 per share, assuming no incremental restructuring, acquisition, other non-operating adjustments, non-recurring financing in the period, an effective tax rate, excluding discrete items, of approximately 26% for the remainder of the year and approximately 55.5 million weighted average diluted shares outstanding. Adjusted EBITDA for the full fiscal year is expected to be approximately $201.0 million to $206.0 million, and adjusted EPS for the full fiscal year is expected to be approximately $2.35 to $2.42 per share.

Recent Highlights

December – Mercury announced the completion of its acquisition of Physical Optics Corporation (POC). Pursuant to the terms of the definitive agreement applicable to the acquisition, Mercury acquired POC for a purchase price of $310 million, subject to net working capital and net debt adjustments. The acquisition was funded through a combination of cash on hand and Mercury’s existing revolving credit facility.

December – Mercury announced it received a $14 million order from a leading defense prime contractor for digital signal processing modules for deployment in a multi-mode tactical radar application. The infusion of this advanced processing capability delivers earlier threat warnings by equipping the airborne radar with the ability to detect stealthier threats from farther away. The order was booked in the Company’s fiscal 2021 first quarter and is expected to be shipped over multiple quarters.

December – Mercury announced a new family of open architecture electromagnetic spectrum (EMS) processing subsystems, enabling customers to develop and deploy electronic warfare and signal intelligence solutions more rapidly and cost-effectively than typical custom solutions.

December – Mercury announced the MissionPak™ SLC ultra-portable secure solid-state drive (SSD) for mission-critical applications requiring reliability, security and ruggedization. Approximately the same size as a typical commercial USB flash drive, Mercury’s latest secure SSD has been precision-engineered to withstand the harshest operating environments while simultaneously protecting sensitive data from cyberattack.

November – Mercury announced it was named one of the Top Places to Work in Massachusetts in The Boston Globe's 13th annual list published online at Globe.com and featured in The Boston Globe Magazine on November 22, 2020. Top Places to Work recognizes the most admired workplaces in the state as voted by employees via an Energage survey that measures opinions about their company’s direction, execution, connection, management, work, pay and benefits, and engagement. More than 80,000 employees across 285 Massachusetts companies took part in the survey. Mercury was ranked #12 in the large employer's category.

October – Mercury announced it was named to Fortune magazine's 2020 List of 100 Fastest-Growing Companies. The annual Fortune list ranks public companies with market capitalization of $250 million or more, based on revenue growth rate, EPS growth rate and three-year annualized total return. Mercury achieved a ranking of #50 on the list and was the highest-ranked aerospace and defense company included.

October – Mercury announced it received the “Medium Manufacturer of the Year” award from the Arizona Manufacturers Council (AMC) during the 2020 Arizona Manufacturing Summit and awards ceremony held virtually on Friday, Oct. 23, 2020. Mercury’s Phoenix, Ariz., manufacturing facility received the award for its accomplishments in championing innovation, excellence, sustainability and leadership, and serving as a role model in the manufacturing sector.

October – Mercury announced that Chief Technology Officer Dr. William Conley was selected as a member of the Board of Advisors for Hudson Institute’s Center for Defense Concepts and Technology, a leading global authority on international security issues based in Washington, D.C.

Conference Call Information
Mercury will host a conference call and simultaneous webcast at 5:00 p.m. ET on Tuesday, February 2, 2021, to discuss the second quarter fiscal 2021 results and review its financial and business outlook going forward.

To attend the live listen-only webcast, participants should register online at ir.mrcy.com/events-presentations. A replay of the webcast will be available two hours after the call and archived on the same web page for six months. Participants can alternately join via conference call, by pre-registering online at this link, or by dialing (888) 869-1189.

Use of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides adjusted EBITDA, adjusted income, adjusted earnings per share (“adjusted EPS”), free cash flow, organic revenue and acquired revenue, which are non-GAAP financial measures. Adjusted EBITDA, adjusted income, and adjusted EPS exclude certain non-cash and other specified charges. The Company believes these non-GAAP financial measures are useful to help investors understand its past financial performance and prospects for the future. However, these non-GAAP measures should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP measures assist in providing a more complete understanding of the Company’s underlying operational results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. A reconciliation of GAAP to non-GAAP financial results discussed in this press release is contained in the attached exhibits.

About Mercury Systems – Innovation That Matters®

Mercury Systems, Inc. (the “Company” or “Mercury”) is a leading technology company serving the aerospace and defense industry, positioned at the intersection of high-tech and defense. Headquartered in Andover, Massachusetts, the Company delivers solutions that power a broad range of aerospace and defense programs, optimized for mission success in some of the most challenging and demanding environments. The Company envisions, creates and delivers innovative technology solutions purpose-built to meet its customers’ most-pressing high-tech needs, including those specific to the defense community. To learn more, visit www.mrcy.com, or follow us on Twitter.

Investors and others should note that we announce material financial information using our website (www.mrcy.com), SEC filings, press releases, public conference calls, webcasts, and social media, including Twitter (twitter.com/mrcy and twitter.com/mrcy_CEO) and LinkedIn (www.linkedin.com/company/mercury-systems). Therefore, we encourage investors and others interested in Mercury to review the information we post on the social media and other communication channels listed on our website.

Forward-Looking Safe Harbor Statement

This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the acquisitions described herein and to fiscal 2021 business performance and beyond and the Company’s plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of epidemics and pandemics such as COVID, effects of any U.S. Federal government shutdown or extended continuing resolution, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in, or in the U.S. Government’s interpretation of, federal export control or procurement rules and regulations, market acceptance of the Company's products, shortages in components, production delays or unanticipated expenses due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions and restructurings, or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, increases in interest rates, changes to industrial security and cyber-security regulations and requirements, changes in tax rates or tax regulations, changes to interest rate swaps or other cash flow hedging arrangements, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, unanticipated costs under fixed-price service and system integration engagements, and various other factors beyond our control. These risks and uncertainties also include such additional risk factors as are discussed in the Company's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended July 3, 2020. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

Contact:
Michael D. Ruppert, CFO
Mercury Systems, Inc.
978-967-1990

Mercury Systems and Innovation that Matters are registered trademarks, and Ensemble Series, EnterpriseSeries, BuiltSAFE and BuiltSECURE are trademarks of Mercury Systems, Inc. Other product and company names mentioned may be trademarks and/or registered trademarks of their respective holders.

   
MERCURY SYSTEMS, INC.  
UNAUDITED CONSOLIDATED BALANCE SHEETS  
(In thousands)        
    January 1,   July 3,
    2021   2020
         
Assets        
Current assets:        
Cash and cash equivalents   $ 109,113       $ 226,838    
Restricted cash   61,626          
Accounts receivable, net   120,852       120,438    
Unbilled receivables and costs in excess of billings   119,346       90,289    
Inventory   218,410       178,093    
Prepaid income taxes   700       2,498    
Prepaid expenses and other current assets   15,686       16,613    
Total current assets   645,733       634,769    
         
Property and equipment, net   125,397       87,737    
Goodwill   783,302       614,076    
Intangible assets, net   310,345       208,748    
Operating lease right-of-use assets   79,125       60,613    
Other non-current assets   5,266       4,777    
Total assets   $ 1,949,168       $ 1,610,720    
         
Liabilities and Shareholders’ Equity        
Current liabilities:        
Accounts payable   $ 48,175       $ 41,877    
Deferred consideration   61,626          
Accrued expenses   26,540       23,794    
Accrued compensation   42,065       41,270    
Deferred revenues and customer advances   33,447       18,974    
Total current liabilities   211,853       125,915    
         
Deferred income taxes   42,770       13,889    
Income taxes payable   4,117       4,117    
Long-term debt   160,000          
Operating lease liabilities   84,335       66,981    
Other non-current liabilities   15,462       15,034    
Total liabilities   518,537       225,936    
         
Shareholders’ equity:        
Common stock   551       547    
Additional paid-in capital   1,092,723       1,074,667    
Retained earnings   340,939       312,455    
Accumulated other comprehensive loss   (3,582 )     (2,885 )  
Total shareholders’ equity   1,430,631       1,384,784    
Total liabilities and shareholders’ equity   $ 1,949,168       $ 1,610,720    
         

 

MERCURY SYSTEMS, INC.                
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS        
(In thousands, except per share data)                
    Second Quarters Ended   Six Months Ended
    January 1, 2021   December 27, 2019   January 1, 2021   December 27, 2019
Net revenues   $ 210,676       $ 193,913       $ 416,297       $ 371,217    
Cost of revenues(1)   122,009       105,407       239,511       204,311    
Gross margin   88,667       88,506       176,786       166,906    
                 
Operating expenses:                
Selling, general and administrative(1)   31,596       32,804       64,500       62,774    
Research and development(1)   28,128       24,660       55,545       46,530    
Amortization of intangible assets   7,643       7,992       15,374       15,011    
Restructuring and other charges   951       1,101       2,248       1,749    
Acquisition costs and other related expenses   2,236       1,124       2,236       2,541    
Total operating expenses   70,554       67,681       139,903       128,605    
                 
Income from operations   18,113       20,825       36,883       38,301    
                 
Interest income   60       312       132       1,499    
Interest expense   (73 )           (73 )        
Other expense, net   (981 )     (351 )     (1,827 )     (1,785 )  
                 
Income before income taxes   17,119       20,786       35,115       38,015    
Income tax provision   4,433       5,110       6,631       3,092    
Net income   $ 12,686       $ 15,676       $ 28,484       $ 34,923    
                 
Basic net earnings per share   $ 0.23       $ 0.29       $ 0.52       $ 0.64    
                 
Diluted net earnings per share   $ 0.23       $ 0.29       $ 0.51       $ 0.63    
                 
Weighted-average shares outstanding:                
Basic   55,070       54,548       54,976       54,468    
Diluted   55,434       55,001       55,385       55,037    
                 
(1) Includes stock-based compensation expense, allocated as follows:
Cost of revenues   $ 369       $ 200       $ 664       $ 341    
Selling, general and administrative   $ 5,619       $ 5,384       $ 11,295       $ 10,027    
Research and development   $ 1,282       $ 947       $ 2,495       $ 1,822    
                                         

 

MERCURY SYSTEMS, INC.                
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)                
    Second Quarters Ended   Six Months Ended
    January 1, 2021   December 27, 2019   January 1, 2021   December 27, 2019
Cash flows from operating activities:                
Net income   $ 12,686       $ 15,676       $ 28,484       $ 34,923    
Depreciation and amortization   13,284       12,547       26,281       23,928    
Other non-cash items, net   8,367       7,593       12,898       14,038    
Changes in operating assets and liabilities   (10,398 )     (3,750 )     (20,795 )     (16,513 )  
                 
Net cash provided by operating activities   23,939       32,066       46,868       56,376    
                 
Cash flows from investing activities:                
Acquisition of businesses, net of cash acquired   (243,637 )           (243,637 )     (96,502 )  
Purchases of property and equipment   (13,775 )     (11,324 )     (24,753 )     (20,919 )  
Proceeds from sale of investment   1,538             1,538          
                 
Net cash used in investing activities   (255,874 )     (11,324 )     (266,852 )     (117,421 )  
                 
Cash flows from financing activities:                
Proceeds from employee stock plans   3,186             3,188       3    
Borrowings under credit facilities   160,000             160,000          
Payments for retirement of common stock         (375 )     (66 )     (14,937 )  
                 
Net cash provided by (used in) financing activities   163,186       (375 )     163,122       (14,934 )  
                 
Effect of exchange rate changes on cash, cash equivalents and restricted cash   366       371       763       84    
                 
Net (decrease) increase in cash, cash equivalents and restricted cash   (68,383 )     20,738       (56,099 )     (75,895 )  
                 
Cash, cash equivalents and restricted cash at beginning of period   239,122       161,299       226,838       257,932    
                 
Cash, cash equivalents and restricted cash at end of period   $ 170,739       $ 182,037       $ 170,739       $ 182,037    
                                         

 

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands)            

Adjusted EBITDA, a non-GAAP measure for reporting financial performance, excludes the impact of certain items and, therefore, has not been calculated in accordance with GAAP. Management believes that exclusion of these items assists in providing a more complete understanding of the Company’s underlying results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. The adjustments to calculate this non-GAAP financial measure, and the basis for such adjustments, are outlined below:

Other non-operating adjustments. The Company records other non-operating adjustments such as gains or losses on foreign currency remeasurement, investments and fixed asset sales or disposals among other adjustments. These adjustments may vary from period to period without any direct correlation to underlying operating performance.

Interest income and expense. The Company receives interest income on investments and incurs interest expense on loans, capital leases and other financing arrangements. These amounts may vary from period to period due to changes in cash and debt balances and interest rates driven by general market conditions or other circumstances outside of the normal course of Mercury’s operations.

Income taxes. The Company’s GAAP tax expense can fluctuate materially from period to period due to tax adjustments that are not directly related to underlying operating performance or to the current period of operations.

Depreciation. The Company incurs depreciation expense related to capital assets purchased to support the ongoing operations of the business. These assets are recorded at cost or fair value and are depreciated using the straight-line method over the useful life of the asset. Purchases of such assets may vary significantly from period to period and without any direct correlation to underlying operating performance.

Amortization of intangible assets. The Company incurs amortization of intangibles related to various acquisitions it has made and license agreements. These intangible assets are valued at the time of acquisition, are amortized over a period of several years after acquisition and generally cannot be changed or influenced by management after acquisition.

Restructuring and other charges. The Company incurs restructuring and other charges in connection with management’s decisions to undertake certain actions to realign operating expenses through workforce reductions and the closure of certain Company facilities, businesses and product lines. The Company’s adjustments reflected in restructuring and other charges are typically related to acquisitions and organizational redesign programs initiated as part of discrete post-acquisition integration activities. Management believes these items are non-routine and may not be indicative of ongoing operating results.

Impairment of long-lived assets. The Company incurs impairment charges of long-lived assets based on events that may or may not be within the control of management. Management believes these items are outside the normal operations of the Company's business and are not indicative of ongoing operating results.

Acquisition and financing costs. The Company incurs transaction costs related to acquisition and potential acquisition opportunities, such as legal, accounting, and other third party advisory fees. Although we may incur such third-party costs and other related charges and adjustments, it is not indicative that any transaction will be consummated. Additionally, the Company incurs unused revolver and bank fees associated with maintaining its credit facility. The Company also incurs non-cash financing expenses associated with obtaining its credit facility. Management believes these items are outside the normal operations of the Company’s business and are not indicative of ongoing operating results.

Fair value adjustments from purchase accounting. As a result of applying purchase accounting rules to acquired assets and liabilities, certain fair value adjustments are recorded in the opening balance sheet of acquired companies. These adjustments are then reflected in the Company’s income statements in periods subsequent to the acquisition. In addition, the impact of any changes to originally recorded contingent consideration amounts are reflected in the income statements in the period of the change. Management believes these items are outside the normal operations of the Company and are not indicative of ongoing operating results.

Litigation and settlement income and expense. The Company periodically receives income and incurs expenses related to pending claims and litigation and associated legal fees and potential case settlements and/or judgments. Although we may incur such costs and other related charges and adjustments, it is not indicative of any particular outcome until the matter is fully resolved. Management believes these items are outside the normal operations of the Company’s business and are not indicative of ongoing operating results. The Company periodically receives warranty claims from customers and makes warranty claims towards its vendors and supply chain. Management believes the expenses and gains associated with these recurring warranty items are within the normal operations and operating cycle of the Company's business. Therefore, management deems no adjustments are necessary unless under extraordinary circumstances.

COVID related expenses. The Company incurred costs associated with the COVID pandemic. These costs relate primarily to enhanced compensation and benefits for employees as well as incremental supplies and services to support social distancing and mitigate the spread of COVID. These costs include the Mercury Employee COVID Relief Fund, which was established to support employees experiencing financial burdens resulting from the COVID pandemic. The intent of this fund is to provide relief for employees who may otherwise be unable to pay for basic necessities, unexpected care for immediate family members, or other urgent needs that promote their health and safety during the current Coronavirus crisis. These costs also include expanded sick pay related to COVID, overtime, meals and other compensation-related expenses. Management believes these items are outside the normal operations of the Company and are not indicative of ongoing operating results.

Stock-based and other non-cash compensation expense. The Company incurs expense related to stock-based compensation included in its GAAP presentation of cost of revenues, selling, general and administrative expense and research and development expense. The Company also incurs non-cash based compensation in the form of pension related expenses. Although stock-based and other non-cash compensation is an expense of the Company and viewed as a form of compensation, these expenses vary in amount from period to period, and are affected by market forces that are difficult to predict and are not within the control of management, such as the market price and volatility of the Company’s shares, risk-free interest rates and the expected term and forfeiture rates of the awards, as well as pension actuarial assumptions. Management believes that exclusion of these expenses allows comparisons of operating results to those of other companies, both public, private or foreign, that disclose non-GAAP financial measures that exclude stock-based compensation and other non-cash compensation.

Mercury uses adjusted EBITDA as an important indicator of the operating performance of its business. Management excludes the above-described items from its internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to the Company’s board of directors, determining the portion of bonus compensation for executive officers and other key employees based on operating performance, evaluating short-term and long-term operating trends in the Company’s operations, and allocating resources to various initiatives and operational requirements. The Company believes that adjusted EBITDA permits a comparative assessment of its operating performance, relative to its performance based on its GAAP results, while isolating the effects of charges that may vary from period to period without any correlation to underlying operating performance. The Company believes that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in its financial and operational decision-making. The Company believes that trends in its adjusted EBITDA are valuable indicators of its operating performance.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the adjusted EBITDA financial adjustments described above, and investors should not infer from the Company’s presentation of this non-GAAP financial measure that these costs are unusual, infrequent or non-recurring.

The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.

    Second Quarters Ended   Six Months Ended
    January 1, 2021   December 27, 2019   January 1, 2021   December 27, 2019
Net income   $ 12,686       $ 15,676       $ 28,484       $ 34,923    
Other non-operating adjustments, net   (3 )     (549 )     (185 )     (248 )  
Interest expense (income), net   13       (312 )     (59 )     (1,499 )  
Income tax provision   4,433       5,110       6,631       3,092    
Depreciation   5,641       4,555       10,907       8,917    
Amortization of intangible assets   7,643       7,992       15,374       15,011    
Restructuring and other charges   951       1,101       2,248       1,749    
Impairment of long-lived assets                        
Acquisition and financing costs   2,969       1,882       3,810       4,118    
Fair value adjustments from purchase accounting         600             600    
Litigation and settlement expense, net   251       142       438       455    
COVID related expenses   3,309             5,628          
Stock-based and other non-cash compensation expense   7,439       6,639       14,806       12,415    
Adjusted EBITDA   $ 45,332       $ 42,836       $ 88,082       $ 79,533    
                                         

Free cash flow, a non-GAAP measure for reporting cash flow, is defined as cash provided by operating activities less capital expenditures for property and equipment, which includes capitalized software development costs, and, therefore, has not been calculated in accordance with GAAP. Management believes free cash flow provides investors with an important perspective on cash available for investment and acquisitions after making capital investments required to support ongoing business operations and long-term value creation. The Company believes that trends in its free cash flow are valuable indicators of its operating performance and liquidity.

Free cash flow is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenditures similar to the free cash flow financial adjustment described above, and investors should not infer from the Company’s presentation of this non-GAAP financial measure that these expenditures reflect all of the Company's obligations which require cash.

The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.

    Second Quarters Ended   Six Months Ended
    January 1, 2021   December 27, 2019   January 1, 2021   December 27, 2019
Cash provided by operating activities   $ 23,939       $ 32,066       $ 46,868       $ 56,376    
Purchases of property and equipment   (13,775 )     (11,324 )     (24,753 )     (20,919 )  
Free cash flow   $ 10,164       $ 20,742       $ 22,115       $ 35,457    
                                         

 

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except per share data)            
             

Adjusted income and adjusted earnings per share (“adjusted EPS”) are non-GAAP measures for reporting financial performance, exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. Management believes that exclusion of these items assists in providing a more complete understanding of the Company’s underlying results and trends and allows for comparability with our peer company index and industry. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. The Company uses these measures along with the corresponding GAAP financial measures to manage the Company’s business and to evaluate its performance compared to prior periods and the marketplace. The Company defines adjusted income as income before other non-operating adjustments, amortization of intangible assets, restructuring and other charges, impairment of long-lived assets, acquisition and financing costs, fair value adjustments from purchase accounting, litigation and settlement income and expense, COVID related expenses, and stock-based and other non-cash compensation expense. The impact to income taxes includes the impact to the effective tax rate, current tax provision and deferred tax provision(2). Adjusted EPS expresses adjusted income on a per share basis using weighted average diluted shares outstanding.  

The following tables reconcile the most directly comparable GAAP financial measures to the non-GAAP financial measures.

    Second Quarters Ended
    January 1, 2021   December 27, 2019
Net income and earnings per share   $ 12,686       $ 0.23     $ 15,676       $ 0.29  
Other non-operating adjustments, net(1)   (3 )         (549 )      
Amortization of intangible assets   7,643           7,992        
Restructuring and other charges   951           1,101        
Impairment of long-lived assets                    
Acquisition and financing costs   2,969           1,882        
Fair value adjustments from purchase accounting             600        
Litigation and settlement expense, net   251           142        
COVID related expenses   3,309                  
Stock-based and other non-cash compensation expense   7,439           6,639        
Impact to income taxes(2)   (5,275 )         (4,368 )      
Adjusted income and adjusted earnings per share   $ 29,970       $ 0.54     $ 29,115       $ 0.53  
                 
Diluted weighted-average shares outstanding       55,434         55,001  
                 
(1) Effective as of the third quarter of fiscal 2020, the Company has revised its definition of adjusted income and adjusted earnings per share to incorporate other non-operating adjustments, which includes gains or losses on foreign currency remeasurement, investments and fixed asset sales or disposals among other adjustments. Adjusted EPS for prior periods has been recast for comparative purposes.
(2) Impact to income taxes is calculated by recasting income before income taxes to include the add-backs involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax expense or benefit related to the add-backs.

 

    Six Months Ended
    January 1, 2021   December 27, 2019
Net income and earnings per share   $ 28,484       $ 0.51     $ 34,923       $ 0.63  
Other non-operating adjustments, net(1)   (185 )         (248 )      
Amortization of intangible assets   15,374           15,011        
Restructuring and other charges   2,248           1,749        
Impairment of long-lived assets                    
Acquisition and financing costs   3,810           4,118        
Fair value adjustments from purchase accounting             600        
Litigation and settlement expense, net   438           455        
COVID related expenses   5,628                  
Stock-based and other non-cash compensation expense   14,806           12,415        
Impact to income taxes(2)   (12,299 )         (15,293 )      
Adjusted income and adjusted earnings per share   $ 58,304       $ 1.05     $ 53,730       $ 0.98  
                 
Diluted weighted-average shares outstanding       55,385         55,037  
                 
(1) Effective as of the third quarter of fiscal 2020, the Company has revised its definition of adjusted income and adjusted earnings per share to incorporate other non-operating adjustments, which includes gains or losses on foreign currency remeasurement, investments and fixed asset sales or disposals among other adjustments. Adjusted EPS for prior periods has been recast for comparative purposes.
(2) Impact to income taxes is calculated by recasting income before income taxes to include the add-backs involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax expense or benefit related to the add-backs.

 

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands)            

Organic revenue and acquired revenue are non-GAAP measures for reporting financial performance of its business. Management believes this information provides investors with insight as to the Company’s ongoing business performance. Organic revenue represents total company revenue excluding net revenue from acquired companies for the first four full quarters since the entities’ acquisition date (which excludes intercompany transactions). Acquired revenue represents revenue from acquired companies for the first four full quarters since the entities' acquisition date (which excludes intercompany transactions). After the completion of four full fiscal quarters, acquired revenue is treated as organic for current and comparable historical periods.

The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.

    Second Quarters Ended   Six Months Ended
    January 1, 2021   December 27, 2019   January 1, 2021   December 27, 2019
Organic revenue   $ 210,459     $ 193,913     $ 407,244     $ 370,274  
Acquired revenue   217         9,053     943  
Net revenues   $ 210,676     $ 193,913     $ 416,297     $ 371,217  
                                 

 

MERCURY SYSTEMS, INC.
RECONCILIATION OF FORWARD-LOOKING GUIDANCE RANGE  
Quarter Ending April 2, 2021  
Fiscal Year Ending July 2, 2021  
(In thousands)  

The Company defines adjusted EBITDA as income before other non-operating adjustments, interest income and expense, income taxes, depreciation, amortization of intangible assets, restructuring and other charges, impairment of long-lived assets, acquisition and financing costs, fair value adjustments from purchase accounting, litigation and settlement income and expense, COVID related expenses, and stock-based and other non-cash compensation expense.

The following table reconciles the most directly comparable GAAP financial measures to the non-GAAP financial measures.

    Third Quarter Ending   Fiscal Year Ending
    April 2, 2021(1)   July 2, 2021(1)
    Range
    Low   High   Low   High
GAAP expectation -- Net income   $ 15,900     $ 17,800     $ 69,100       $ 72,800    
                 
Adjust for:                
Other non-operating adjustments, net           (200 )     (200 )  
Interest expense, net   600     600     1,100       1,100    
Income tax provision   5,600     6,200     20,800       22,100    
Depreciation   6,700     6,700     25,000       25,000    
Amortization of intangible assets   11,100     11,100     37,300       37,300    
Restructuring and other charges           2,200       2,200    
Impairment of long-lived assets                    
Acquisition and financing costs   700     700     5,100       5,100    
Fair value adjustments from purchase accounting   100     100     100       100    
Litigation and settlement expense, net           400       400    
COVID related expenses   3,000     3,000     8,700       8,700    
Stock-based and other non-cash compensation expense   8,300     8,300     31,400       31,400    
Adjusted EBITDA expectation   $ 52,000     $ 54,500     $ 201,000       $ 206,000    
                 
(1) Rounded amounts used.                

 

MERCURY SYSTEMS, INC.
RECONCILIATION OF FORWARD-LOOKING GUIDANCE RANGE      
Quarter Ending April 2, 2021      
Fiscal Year Ending July 2, 2021      
(In thousands, except per share data)      

The Company defines adjusted income as income before other non-operating adjustments, amortization of intangible assets, restructuring and other charges, impairment of long-lived assets, acquisition and financing costs, fair value adjustments from purchase accounting, litigation and settlement income and expense, COVID related expenses and stock-based and other non-cash compensation expense. The impact to income taxes includes the impact to the effective tax rate, current tax provision and deferred tax provision(2). Adjusted EPS expresses adjusted income on a per share basis using weighted average diluted shares outstanding.  

The following tables reconcile the most directly comparable GAAP financial measures to the non-GAAP financial measures.

    Third Quarter Ending April 2, 2021(1)
    Range
    Low   High
GAAP expectation -- Net income and earnings per share   $ 15,900       $ 0.29     $ 17,800       $ 0.32  
Other non-operating adjustments, net                    
Amortization of intangible assets   11,100           11,100        
Restructuring and other charges                    
Impairment of long-lived assets                    
Acquisition and financing costs   700           700        
Fair value adjustments from purchase accounting   100           100        
Litigation and settlement expense (income), net                    
COVID related expenses   3,000           3,000        
Stock-based and other non-cash compensation expense   8,300           8,300        
Impact to income taxes(2)   (6,100 )         (6,100 )      
Adjusted income and adjusted earnings per share expectation   $ 33,000       $ 0.59     $ 34,900       $ 0.63  
                 
Diluted weighted-average shares outstanding expectation       55,700         55,700  
                 
(1) Rounded amounts used.
(2) Impact to income taxes is calculated by recasting income before income taxes to include the add-backs involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax expense or benefit related to the add-backs.
 

 

    Fiscal Year Ending July 2, 2021(1)
    Range
    Low   High
GAAP expectation -- Net income and earnings per share   $ 69,100       $ 1.24     $ 72,800       $ 1.31  
Other non-operating adjustments, net   (200 )         (200 )      
Amortization of intangible assets   37,300           37,300        
Restructuring and other charges   2,200           2,200        
Impairment of long-lived assets                    
Acquisition and financing costs   5,100           5,100        
Fair value adjustments from purchase accounting   100           100        
Litigation and settlement expense, net   400           400        
COVID related expenses   8,700           8,700        
Stock-based and other non-cash compensation expense   31,400           31,400        
Impact to income taxes(2)   (23,500 )         (23,500 )      
Adjusted income and adjusted earnings per share expectation   $ 130,600       $ 2.35     $ 134,300       $ 2.42  
                 
Diluted weighted-average shares outstanding expectation       55,500         55,500  
                 
(1) Rounded amounts used.
(2) Impact to income taxes is calculated by recasting income before income taxes to include the add-backs involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax expense or benefit related to the add-backs.