UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 1, 2022
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (978 ) 256-1300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 2.02. Results of Operations and Financial Condition.
On November 1, 2022, Mercury Systems, Inc. (the “Company”) issued a press release and an earnings presentation regarding its financial results for the first quarter and fiscal year ended September 30, 2022. The Company’s press release and earnings presentation are attached as exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
Information in Item 2.02 of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
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 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 more completely understand its past financial performance and prospects for the future. However, the presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP financial 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| 99.1 | Press Release, dated November 1, 2022 of Mercury Systems, Inc. | ||||
| 99.2 | Earnings Presentation, dated November 1, 2022 of Mercury Systems, Inc. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: November 1, 2022 | MERCURY SYSTEMS, INC. | ||||
By: /s/ Michael D. Ruppert Michael D. Ruppert Executive Vice President, Chief Financial Officer, and Treasurer | |||||
EXHIBIT INDEX
Exhibit No. | Description | ||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | |||||
Mercury Systems Reports First Quarter Fiscal 2023 Results
First Quarter Highlights Include:
Bookings of $266.9M yielding book-to-bill of 1.17
Record backlog of $1.08 billion
Continues to be well positioned for strong FY23
ANDOVER, Mass. November 1, 2022 Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com), reported operating results for the first quarter of fiscal 2023, ended September 30, 2022.
Management Comments
“Mercury’s bookings increased 34% year-over-year in the first quarter, following 27% growth in the fourth quarter of fiscal 2022,” said Mark Aslett, Mercury’s President and Chief Executive Officer. “Driven by the strong bookings, our book-to-bill reached 1.17 in the quarter, generating a 1.14 book-to-bill over the last twelve months, while backlog grew 22% year-over-year. We expect to deliver stronger financial performance in the second quarter and we're raising the low end of our full-year guidance for revenue and adjusted EBITDA as a result.
“We believe we are entering a multi-year period of accelerated growth and profitability, similar to post-sequestration. We expect the first quarter will be the low water mark for organic revenue growth and cash flow in fiscal 2023, setting the stage for strong fiscal 2023 bookings, positive book-to-bill and a return to organic growth in the second quarter and for fiscal 2023 as a whole.”
First Quarter Fiscal 2023 Results
Total Company first quarter fiscal 2023 revenues were $227.6 million, compared to $225.0 million in the first quarter of fiscal 2022. The first quarter fiscal 2023 results included an aggregate of approximately $11.8 million of revenue attributable to the Avalex Technologies and Atlanta Micro acquired businesses.
Mercury Reports First Quarter Fiscal 2023 Results, Page 2
Total Company GAAP net loss for the first quarter of fiscal 2023 was $14.3 million, or $0.26 per share, compared to $7.1 million, or $0.13 per share, for the first quarter of fiscal 2022. Adjusted earnings per share (“adjusted EPS”) was $0.24 per share for the first quarter of fiscal 2023, compared to $0.41 per share in the first quarter of fiscal 2022.
First quarter fiscal 2023 adjusted EBITDA for the total Company was $31.2 million, compared to $38.3 million for the first quarter of fiscal 2022.
Cash flows from operating activities in the first quarter of fiscal 2023 were $(66.0) million, compared to $(2.0) million in the first quarter of fiscal 2022. Free cash flow, defined as cash flows from operating activities less capital expenditures for property and equipment, was $(73.4) million for the first quarter of fiscal 2023 and $(7.4) million for the first quarter of fiscal 2022.
All per share information is presented on a fully diluted basis.
Bookings and Backlog
Total bookings for the first quarter of fiscal 2023 were $266.9 million, yielding a book-to-bill ratio of 1.17 for the quarter.
Mercury’s total backlog at September 30, 2022 was $1.08 billion, a $193.1 million increase from a year ago. Of the September 30, 2022 total backlog, $694.6 million represents orders expected to be recognized as revenue 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 2023. 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 First Quarter and Fiscal 2023 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. All references in this press release to the second quarter of fiscal 2023 and full fiscal 2023 are to the quarter ending December 30, 2022 and to the 52-week period ending June 30, 2023.
For the second quarter of fiscal 2023, revenues are forecasted to be in the range of $225.0 million to $240.0 million. GAAP net loss for the second quarter is expected to be approximately $10.3 million to $6.2 million, or $0.18 to $0.11 per share, assuming no incremental other non-operating adjustments, or non-recurring financing in the period, and approximately 56.4 million
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 3
weighted average diluted shares outstanding. Adjusted EBITDA for the second quarter of fiscal 2023 is expected to be in the range of $38.0 million to $42.0 million. Adjusted EPS is expected to be in the range of $0.31 to $0.36 per share.
For the full fiscal year 2023, revenues are forecasted to be in the range of $1.01 billion to $1.05 billion, and GAAP net income of $14.8 million to $24.7 million, or $0.26 to $0.44 per share, assuming no incremental other non-operating adjustments, or non-recurring financing in the period, and approximately 56.6 million weighted average diluted shares outstanding. Adjusted EBITDA for the full fiscal year is expected to be approximately $202.5 million to $215.0 million, and adjusted EPS for the full fiscal year is expected to be approximately $1.93 to $2.10 per share.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 4
Recent Highlights
October—Mitch Stevison, the former Chief Growth Officer who joined Mercury in October 2021 from Raytheon, assumed the role as EVP and President of our Processing Division reporting to CEO Mark Aslett on October 31. In addition to his experience leading our growth organization, Mr. Stevison brings a deep understanding of our customer base and a strong track record of driving both growth and execution in his previous roles at Lockheed Martin and Raytheon.
September – Mercury introduced the Model 5560, its next-generation 3U OpenVPX™ SOSA™ aligned co-processing board that is the first to be powered by the AMD Xilinx Versal® HBM series with integrated high-bandwidth memory. Many existing defense systems use field programmable gate arrays (FPGAs) as co-processers to accelerate data processing at the edge, but they run into bottlenecks when data is transferred to memory that is positioned elsewhere on the board, which delays decision making. Mercury’s Model 5560 is directly integrated with the on-chip HBM via the Versal Programmable Network-On-Chip, resulting in up to an 8x increase in bandwidth and 63% lower power compared to a system using external memory.
September – Mercury announced that Allen Couture would join the company as Senior Vice President of Execution Excellence on October 3, 2022. In this customer-centric role reporting to Mercury CEO Mark Aslett, Mr. Couture will have a matrixed responsibility for engineering, supply chain, operations, quality, and program management to ensure Mercury has systems, processes, and talent that can scale to support Mercury’s growth strategy.
August – Mercury introduced its new Rugged Data Storage (RDS) system. The data center-class, all-flash network-attached storage system is ruggedized for mission-critical aerospace, defense, and commercial edge applications and is designed for low-latency, scalability, and security. Developed in collaboration with VAST Data Federal, RDS changes the paradigm for enterprise storage with a universal, single-tier flash cloud for all types of data that eliminates bottlenecks and complex storage tiering traditionally done with hard disk drives and other media.
August – Mercury introduced its new Model 8258 development platform based on a dual AMD-Xilinx Versal® AI Core device. Incorporating Mercury’s previously announced SCFE6931 signal processing module, this ready-to-run, proven platform enables engineers to start application development right “out of the box,” saving them valuable time and reducing project risk.
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Mercury Reports First Quarter Fiscal 2023 Results, Page 5
August – Mercury announced it received a $12 million order from a leading defense prime contractor to provide advanced trusted and secure manufacturing and packaging for their GPS modules. The GPS modules will enable precision munition capabilities for the U.S. Army. The order was booked in the Company’s fiscal 2022 fourth quarter and is expected to be shipped over the next several quarters.
July – Mercury announced it was selected by Leonardo UK to provide multiple radar test and simulation systems to factory-test Leonardo’s innovative E-scan radar. The Company will also provide additional systems to support, maintain, and prepare deployed aircraft for specific mission profiles using Mercury’s flexible programming environment. This contract follows a previous one awarded by Leonardo to Mercury in 2019 to design and manufacture the next generation of processing technology for Leonardo’s E-Scan radar being developed in the UK.
July – Mercury announced it was awarded an $8 million contract from a leading aerospace and defense company to design and develop video switching technology for an intelligence, surveillance, and reconnaissance (ISR) application for rotary-wing aircraft. The contract was received on April 1, 2022, has an estimated lifetime value of approximately $25 million, and is expected to be delivered over the next several quarters.
July – Mercury announced that its new mPOD, a rapidly reprogrammable electronic attack (EA) training system designed to train pilots using realistic, near-peer jamming capabilities, is currently undergoing final flight testing. To sharpen their combat skills, pilots need to train in mock air-to-air combat with other pilots operating as adversaries. Using mPOD, “adversary” pilots can emulate enemy jamming techniques accurately, conditioning aircrews to evolving threat scenarios and better preparing them for real combat.
July – Mercury announced it received a $56 million contract award from a leading defense prime contractor to facilitate the rapid data processing requirements for a defense radar application. The award was received in the Company’s fiscal 2022 fourth quarter and is expected to be delivered over the next several quarters. Advanced radar systems, equipped with the processing power of Mercury’s rugged servers, sort and analyze immense amounts of sensor data at the edge to enable rapid and reliable situational awareness and early warning for defense platforms, weapons systems, and their crews.
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Mercury Reports First Quarter Fiscal 2023 Results, Page 6
July – Mercury announced that its Jannson Data-At-Rest (JDAR) encryptor was certified by the National Security Agency (NSA) to protect stored data classified secret and below. Fully certified as an NSA Type-1 cryptographic module and developed in collaboration with the Department of Defense, the encryptor offers an innovative approach to the growing need for data-at-rest protection in an ultra-low size, weight, and power form factor while providing high throughput, ruggedization, and anti-tamper protection.
Conference Call Information
Management will host a conference call and simultaneous webcast at 5:00 p.m. ET on Tuesday, November 1, 2022, to discuss Mercury's quarterly financial results, business highlights and outlook. In addition, Company representatives may answer questions concerning business and financial developments and trends, the Company's view on earnings forecasts, and other business and financial matters affecting the Company, the responses to which may contain information that has not been previously disclosed.
To attend the conference call or webcast, participants should register online at ir.mrcy.com/events-presentations. Participants are requested to register a day in advance or at a minimum 15 minutes before the start of the call. A replay of the webcast will be available two hours after the call and archived on the same web page for six months.
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
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 7
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 is a technology company that delivers commercial innovation to rapidly transform the global aerospace and defense industry. From data to decision, silicon to systems, A&D leaders turn to the products, services, technologies and people that comprise the secure, end-to-end Mercury processing platform—the exponential power that connects customers to what matters most. Innovation That Matters®. By and For People Who Matter. 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.
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Mercury Reports First Quarter Fiscal 2023 Results, Page 8
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 products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our 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, inflation, 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, changes in, or in the interpretation or enforcement of, environmental rules and regulations, market acceptance of the Company's products, shortages in or delays in receiving components, supply chain delays or volatility for critical components such as semiconductors, production delays or unanticipated expenses including due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions, restructurings and value creation initiatives such as 1MPACT, or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, effects of shareholder activism, increases in interest rates, changes to industrial security and cyber-security regulations and requirements, changes in tax rates or tax regulations, such as the deductibility of internal research and development, 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 1, 2022. 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
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 9
Mercury Systems and Innovation That Matters are registered trademarks of Mercury Systems, Inc. Other product and company names mentioned may be trademarks and/or registered trademarks of their respective holders.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 10
| MERCURY SYSTEMS, INC. | ||||||||||||||
| UNAUDITED CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| (In thousands) | ||||||||||||||
| September 30, | July 1, | |||||||||||||
| 2022 | 2022 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 51,981 | $ | 65,654 | ||||||||||
| Accounts receivable, net | 164,210 | 144,494 | ||||||||||||
| Unbilled receivables and costs in excess of billings | 330,495 | 303,356 | ||||||||||||
| Inventory | 287,578 | 270,339 | ||||||||||||
| Prepaid income taxes | 9,743 | 7,503 | ||||||||||||
| Prepaid expenses and other current assets | 34,798 | 23,906 | ||||||||||||
| Total current assets | 878,805 | 815,252 | ||||||||||||
| Property and equipment, net | 125,913 | 127,191 | ||||||||||||
| Goodwill | 937,884 | 937,880 | ||||||||||||
| Intangible assets, net | 336,968 | 351,538 | ||||||||||||
| Operating lease right-of-use assets, net | 63,738 | 66,366 | ||||||||||||
| Other non-current assets | 5,734 | 6,188 | ||||||||||||
| Total assets | $ | 2,349,042 | $ | 2,304,415 | ||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 106,645 | $ | 98,673 | ||||||||||
| Accrued expenses | 28,204 | 34,954 | ||||||||||||
| Accrued compensation | 23,989 | 44,813 | ||||||||||||
| Deferred revenues and customer advances | 23,168 | 15,487 | ||||||||||||
| Total current liabilities | 182,006 | 193,927 | ||||||||||||
| Deferred income taxes | 31,552 | 32,398 | ||||||||||||
| Income taxes payable | 8,591 | 9,112 | ||||||||||||
| Long-term debt | 511,500 | 451,500 | ||||||||||||
| Operating lease liabilities | 67,261 | 69,888 | ||||||||||||
| Other non-current liabilities | 9,202 | 10,405 | ||||||||||||
| Total liabilities | 810,112 | 767,230 | ||||||||||||
| Shareholders’ equity: | ||||||||||||||
| Preferred stock | — | — | ||||||||||||
| Common stock | 562 | 557 | ||||||||||||
| Additional paid-in capital | 1,156,501 | 1,145,323 | ||||||||||||
| Retained earnings | 371,439 | 385,774 | ||||||||||||
| Accumulated other comprehensive income | 10,428 | 5,531 | ||||||||||||
| Total shareholders’ equity | 1,538,930 | 1,537,185 | ||||||||||||
| Total liabilities and shareholders’ equity | $ | 2,349,042 | $ | 2,304,415 | ||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 11
| MERCURY SYSTEMS, INC. | ||||||||||||||
| UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||
| (In thousands, except per share data) | ||||||||||||||
| First Quarters Ended | ||||||||||||||
| September 30, 2022 | October 1, 2021 | |||||||||||||
| Net revenues | $ | 227,579 | $ | 225,013 | ||||||||||
Cost of revenues(1) | 149,484 | 136,604 | ||||||||||||
| Gross margin | 78,095 | 88,409 | ||||||||||||
| Operating expenses: | ||||||||||||||
Selling, general and administrative(1) | 38,943 | 36,956 | ||||||||||||
Research and development(1) | 27,766 | 28,882 | ||||||||||||
| Amortization of intangible assets | 14,574 | 13,734 | ||||||||||||
| Restructuring and other charges | 1,508 | 12,274 | ||||||||||||
| Acquisition costs and other related expenses | 2,498 | 2,138 | ||||||||||||
| Total operating expenses | 85,289 | 93,984 | ||||||||||||
| Loss from operations | (7,194) | (5,575) | ||||||||||||
| Interest income | 29 | 9 | ||||||||||||
| Interest expense | (4,547) | (595) | ||||||||||||
| Other expense, net | (3,645) | (1,420) | ||||||||||||
| Loss before income taxes | (15,357) | (7,581) | ||||||||||||
| Income tax benefit | (1,022) | (441) | ||||||||||||
| Net loss | $ | (14,335) | $ | (7,140) | ||||||||||
| Basic net loss per share | $ | (0.26) | $ | (0.13) | ||||||||||
| Diluted net loss per share | $ | (0.26) | $ | (0.13) | ||||||||||
| Weighted-average shares outstanding: | ||||||||||||||
| Basic | 55,931 | 55,376 | ||||||||||||
| Diluted | 55,931 | 55,376 | ||||||||||||
| (1) Includes stock-based compensation expense, allocated as follows: | ||||||||||||||
| Cost of revenues | $ | 799 | $ | 559 | ||||||||||
| Selling, general and administrative | $ | 4,878 | $ | 7,561 | ||||||||||
| Research and development | $ | 1,572 | $ | 1,407 | ||||||||||
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Mercury Reports First Quarter Fiscal 2023 Results, Page 12
| MERCURY SYSTEMS, INC. | ||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
| (In thousands) | ||||||||||||||
| First Quarters Ended | ||||||||||||||
| September 30, 2022 | October 1, 2021 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net loss | $ | (14,335) | $ | (7,140) | ||||||||||
| Depreciation and amortization | 23,701 | 21,490 | ||||||||||||
| Other non-cash items, net | 8,814 | 5,804 | ||||||||||||
| Cash settlement for termination of interest rate swap | 5,995 | — | ||||||||||||
| Changes in operating assets and liabilities | (90,214) | (22,160) | ||||||||||||
| Net cash used in operating activities | (66,039) | (2,006) | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of property and equipment | (7,328) | (5,377) | ||||||||||||
| Other investing activities | 50 | (3,237) | ||||||||||||
| Net cash used in investing activities | (7,278) | (8,614) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Borrowings under credit facilities | 60,000 | — | ||||||||||||
| Payments for retirement of common stock | (63) | (7,316) | ||||||||||||
| Net cash provided by (used in) financing activities | 59,937 | (7,316) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (293) | (99) | ||||||||||||
| Net decrease in cash and cash equivalents | (13,673) | (18,035) | ||||||||||||
| Cash and cash equivalents at beginning of period | 65,654 | 113,839 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 51,981 | $ | 95,804 | ||||||||||
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Mercury Reports First Quarter Fiscal 2023 Results, Page 13
| 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 the Company’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 intangible assets primarily as a result of acquired intangible assets such as backlog, customer relationships and completed technologies but also due to licenses, patents and other arrangements. These intangible assets are valued at the time of acquisition or upon receipt of right to use the asset, amortized over the requisite life 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.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 14
Acquisition, financing and other third party costs. The Company incurs transaction costs related to acquisition and potential acquisition opportunities, such as legal, accounting, and other third party advisory fees. The Company may also incur third-party costs, such as legal, banking, communications, proxy solicitation, and other third party advisory fees in connection with engagements by activist investors or unsolicited acquisition offers. Although the Company 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 as well as 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 the Company 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 expanded sick pay related to COVID, overtime, the Mercury Employee COVID Relief Fund, meals and other compensation-related expenses as well as ongoing testing for onsite employees. 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 and matching contributions to its defined contribution plan. 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 a 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
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 15
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.
| First Quarters Ended | ||||||||||||||
| September 30, 2022 | October 1, 2021 | |||||||||||||
| Net loss | $ | (14,335) | $ | (7,140) | ||||||||||
| Other non-operating adjustments, net | 1,797 | 417 | ||||||||||||
| Interest expense, net | 4,518 | 586 | ||||||||||||
| Income tax benefit | (1,022) | (441) | ||||||||||||
| Depreciation | 9,127 | 7,756 | ||||||||||||
| Amortization of intangible assets | 14,574 | 13,734 | ||||||||||||
| Restructuring and other charges | 1,508 | 12,274 | ||||||||||||
| Impairment of long-lived assets | — | — | ||||||||||||
| Acquisition, financing and other third party costs | 2,864 | 2,633 | ||||||||||||
| Fair value adjustments from purchase accounting | (176) | (1,661) | ||||||||||||
| Litigation and settlement expense, net | 1,305 | 376 | ||||||||||||
| COVID related expenses | 61 | 183 | ||||||||||||
| Stock-based and other non-cash compensation expense | 10,940 | 9,573 | ||||||||||||
| Adjusted EBITDA | $ | 31,161 | $ | 38,290 | ||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 16
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.
| First Quarters Ended | ||||||||||||||
| September 30, 2022 | October 1, 2021 | |||||||||||||
| Net cash used in operating activities | $ | (66,039) | $ | (2,006) | ||||||||||
| Purchases of property and equipment | (7,328) | (5,377) | ||||||||||||
| Free cash flow | $ | (73,367) | $ | (7,383) | ||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 17
| 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 its 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, financing and other third party 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(1). Adjusted EPS expresses adjusted income on a per share basis using weighted average diluted shares outstanding.
The following table reconciles the most directly comparable GAAP financial measures to the non-GAAP financial measures.
| First Quarters Ended | ||||||||||||||||||||||||||
| September 30, 2022 | October 1, 2021 | |||||||||||||||||||||||||
| Net loss and loss per share | $ | (14,335) | $ | (0.26) | $ | (7,140) | $ | (0.13) | ||||||||||||||||||
| Other non-operating adjustments, net | 1,797 | 417 | ||||||||||||||||||||||||
| Amortization of intangible assets | 14,574 | 13,734 | ||||||||||||||||||||||||
| Restructuring and other charges | 1,508 | 12,274 | ||||||||||||||||||||||||
| Impairment of long-lived assets | — | — | ||||||||||||||||||||||||
| Acquisition, financing and other third party costs | 2,864 | 2,633 | ||||||||||||||||||||||||
| Fair value adjustments from purchase accounting | (176) | (1,661) | ||||||||||||||||||||||||
| Litigation and settlement expense, net | 1,305 | 376 | ||||||||||||||||||||||||
| COVID related expenses | 61 | 183 | ||||||||||||||||||||||||
| Stock-based and other non-cash compensation expense | 10,940 | 9,573 | ||||||||||||||||||||||||
Impact to income taxes(1) | (5,191) | (7,829) | ||||||||||||||||||||||||
Adjusted income and adjusted earnings per share(2) | $ | 13,347 | $ | 0.24 | $ | 22,560 | $ | 0.41 | ||||||||||||||||||
| Diluted weighted-average shares outstanding | 56,347 | 55,613 | ||||||||||||||||||||||||
| (1) Impact to income taxes is calculated by recasting income before income taxes to include the items 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 items. | ||||||||||||||||||||||||||
(2) Adjusted earnings per share for the first quarter ended September 30, 2022 includes an impact of $0.01 resulting from the increase in diluted shares used relative to basic shares used in the calculation of Net loss per share. | ||||||||||||||||||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 18
| 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 the Company’s 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.
| First Quarters Ended | ||||||||||||||
| September 30, 2022 | October 1, 2021 | |||||||||||||
| Organic revenue | $ | 215,781 | $ | 225,013 | ||||||||||
| Acquired revenue | 11,798 | — | ||||||||||||
| Net revenues | $ | 227,579 | $ | 225,013 | ||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 19
| MERCURY SYSTEMS, INC. | |||||||||||
| RECONCILIATION OF FORWARD-LOOKING GUIDANCE RANGE | |||||||||||
| Quarter Ending December 30, 2022 | |||||||||||
| Fiscal Year Ending June 30, 2023 | |||||||||||
| (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, financing and other third party 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.
| Second Quarter Ending | Fiscal Year Ending | |||||||||||||||||||||||||
December 30, 2022(1) | June 30, 2023(1) | |||||||||||||||||||||||||
| Range | ||||||||||||||||||||||||||
| Low | High | Low | High | |||||||||||||||||||||||
| GAAP expectation -- Net (loss) income | $ | (10,300) | $ | (6,200) | $ | 14,800 | $ | 24,700 | ||||||||||||||||||
| Adjust for: | ||||||||||||||||||||||||||
| Other non-operating adjustments, net | — | — | 1,800 | 1,800 | ||||||||||||||||||||||
| Interest expense, net | 6,400 | 6,400 | 24,400 | 24,400 | ||||||||||||||||||||||
| Income tax provision | 200 | 100 | 3,700 | 6,200 | ||||||||||||||||||||||
| Depreciation | 9,400 | 9,400 | 38,600 | 38,600 | ||||||||||||||||||||||
| Amortization of intangible assets | 13,600 | 13,600 | 53,500 | 53,500 | ||||||||||||||||||||||
| Restructuring and other charges | 600 | 600 | 2,400 | 2,400 | ||||||||||||||||||||||
| Impairment of long-lived assets | — | — | — | — | ||||||||||||||||||||||
| Acquisition, financing and other third party costs | 1,200 | 1,200 | 5,100 | 5,100 | ||||||||||||||||||||||
| Fair value adjustments from purchase accounting | 200 | 200 | 400 | 400 | ||||||||||||||||||||||
| Litigation and settlement expense, net | 300 | 300 | 1,300 | 1,300 | ||||||||||||||||||||||
| COVID related expenses | — | — | — | — | ||||||||||||||||||||||
| Stock-based and other non-cash compensation expense | 16,400 | 16,400 | 56,600 | 56,600 | ||||||||||||||||||||||
| Adjusted EBITDA expectation | $ | 38,000 | $ | 42,000 | $ | 202,500 | $ | 215,000 | ||||||||||||||||||
| (1) Rounded amounts used. | ||||||||||||||||||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 20
| MERCURY SYSTEMS, INC. | |||||||||||
| RECONCILIATION OF FORWARD-LOOKING GUIDANCE RANGE | |||||||||||
| Quarter Ending December 30, 2022 | |||||||||||
| Fiscal Year Ending June 30, 2023 | |||||||||||
| (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, financing and other third party 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 Quarter Ending December 30, 2022(1) | ||||||||||||||||||||||||||
| Range | ||||||||||||||||||||||||||
| Low | High | |||||||||||||||||||||||||
| GAAP expectation -- Net loss and loss per share | $ | (10,300) | $ | (0.18) | $ | (6,200) | $ | (0.11) | ||||||||||||||||||
| Other non-operating adjustments, net | — | — | ||||||||||||||||||||||||
| Amortization of intangible assets | 13,600 | 13,600 | ||||||||||||||||||||||||
| Restructuring and other charges | 600 | 600 | ||||||||||||||||||||||||
| Impairment of long-lived assets | — | — | ||||||||||||||||||||||||
| Acquisition, financing and other third party costs | 1,200 | 1,200 | ||||||||||||||||||||||||
| Fair value adjustments from purchase accounting | 200 | 200 | ||||||||||||||||||||||||
| Litigation and settlement expense (income), net | 300 | 300 | ||||||||||||||||||||||||
| COVID related expenses | — | — | ||||||||||||||||||||||||
| Stock-based and other non-cash compensation expense | 16,400 | 16,400 | ||||||||||||||||||||||||
Impact to income taxes(2) | (4,600) | (5,500) | ||||||||||||||||||||||||
| Adjusted income and adjusted earnings per share expectation | $ | 17,400 | $ | 0.31 | $ | 20,600 | $ | 0.36 | ||||||||||||||||||
| Diluted weighted-average shares outstanding expectation | 56,400 | 56,400 | ||||||||||||||||||||||||
| (1) Rounded amounts used. | ||||||||||||||||||||||||||
| (2) Impact to income taxes is calculated by recasting income before income taxes to include the items 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 items. | ||||||||||||||||||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
Mercury Reports First Quarter Fiscal 2023 Results, Page 21
Fiscal Year Ending June 30, 2023(1) | ||||||||||||||||||||||||||
| Range | ||||||||||||||||||||||||||
| Low | High | |||||||||||||||||||||||||
| GAAP expectation -- Net income and earnings per share | $ | 14,800 | $ | 0.26 | $ | 24,700 | $ | 0.44 | ||||||||||||||||||
| Other non-operating adjustments, net | 1,800 | 1,800 | ||||||||||||||||||||||||
| Amortization of intangible assets | 53,500 | 53,500 | ||||||||||||||||||||||||
| Restructuring and other charges | 2,400 | 2,400 | ||||||||||||||||||||||||
| Impairment of long-lived assets | — | — | ||||||||||||||||||||||||
| Acquisition, financing and other third party costs | 5,100 | 5,100 | ||||||||||||||||||||||||
| Fair value adjustments from purchase accounting | 400 | 400 | ||||||||||||||||||||||||
| Litigation and settlement expense, net | 1,300 | 1,300 | ||||||||||||||||||||||||
| COVID related expenses | — | — | ||||||||||||||||||||||||
| Stock-based and other non-cash compensation expense | 56,600 | 56,600 | ||||||||||||||||||||||||
Impact to income taxes(2) | (26,600) | (26,800) | ||||||||||||||||||||||||
| Adjusted income and adjusted earnings per share expectation | $ | 109,300 | $ | 1.93 | $ | 119,000 | $ | 2.10 | ||||||||||||||||||
| Diluted weighted-average shares outstanding expectation | 56,600 | 56,600 | ||||||||||||||||||||||||
| (1) Rounded amounts used. | ||||||||||||||||||||||||||
| (2) Impact to income taxes is calculated by recasting income before income taxes to include the items 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 items. | ||||||||||||||||||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY
© Mercury Systems, Inc. FIRST QUARTER FISCAL YEAR 2023 FINANCIAL RESULTS Mark Aslett President and CEO Michael Ruppert Executive Vice President and CFO November 1, 2022, 5:00 pm ET Webcast login at www.mrcy.com/investor Webcast replay available by 7:00 p.m. ET November 1, 2022
© Mercury Systems, Inc.2 Forward-looking safe harbor statement This presentation contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our 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, inflation, 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, changes in, or in the interpretation or enforcement of, environmental rules and regulations, market acceptance of the Company's products, shortages in or delays in receiving components, supply chain delays or volatility for critical components such as semiconductors, production delays or unanticipated expenses including due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions, restructurings and value creation initiatives such as 1MPACT, or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, effects of shareholder activism, increases in interest rates, changes to industrial security and cyber-security regulations and requirements, changes in tax rates or tax regulations, such as the deductibility of internal research and development, 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 1, 2022. 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. Use of Non-GAAP (Generally Accepted Accounting Principles) 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 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 better 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 presentation is contained in the Appendix hereto.
© Mercury Systems, Inc.3 Q1 FY23 results solid, raising guidance Exceeded guidance across all metrics, raising low-end of FY23 revenue and adj. EBITDA outlook Demand remains favorable: YOY backlog, bookings growth, 1.17 Q1 book-to-bill, 1.14 last 12 months Expect solid Q2 and full-year bookings to fuel increase in H2FY23 revenue and adj. EBITDA YOY revenue up 1%, organic revenue decline narrows to 4% with expected Q2 return to growth Adj. EBITDA down 19% YOY due to H2 order weighting; adj. EBITDA margins expected to expand in Q2 Anticipate FY23 cash flow bottom in Q1, improving in Q2, and positive for full year High levels of business activity continue with $135M in total design win LTV
© Mercury Systems, Inc.4 Business momentum improving Entering fourth fiscal year of navigating pandemic; expect macro forces to continue Executing on our plan to control what we can; our positioning remains strong We believe Q1 marked the FY23 bottom for organic revenue growth, CF, and margins Entering multi-year period of expected accelerating growth and profitability; similar to post-sequestration period Solidifying business fundamentals through 1MPACT Stronger FY24 bookings, revenue growth and margin expansion sets stage for value creation
© Mercury Systems, Inc.5 Macro environment and industry changes remain favorable Challenging geopolitical environment rivals Cold War era Heading into super-cycle in US; allied country defense spending; growing electronic content Supply-side labor, material and inflation challenges remain as temporary headwinds Anticipate YOY defense budget increase Demand environment is strong and getting stronger Expect headwinds to shift to tailwinds with increased defense spend and supply chain relief
© Mercury Systems, Inc.6 FY23 business outlook, 1MPACT Challenging but stable supply chain, while high-end semiconductors lead times remain long High end processing represents 70% of Mercury's business and largest growth opportunity 1MPACT progress managing industry headwinds, streamlining structure, and strengthening leadership Continue 1MPACT pivot to deliver most immediate financial results and drive margin expansion Longer-term digital transformation initiatives ongoing; optimizing facilities footprint Applying 1MPACT methodologies to future M&A
© Mercury Systems, Inc.7 Q1 FY23 vs. Q1 FY22 In $ millions, except percentage and per share data Q1 FY22(3) Q1 FY23(3) CHANGE Bookings Book-to-Bill $199.3 0.89 $266.9 1.17 34% Backlog 12-Month Backlog $883.9 553.9 $1,077.0 694.6 22% Revenue Organic Revenue Growth (Decline)(1) $225.0 (11%) $227.6 (4%) 1% Gross Margin 39.3% 34.3% (5.0) bps Operating Expenses Selling, General & Administrative Research & Development Amortization/Restructuring/Acquisition $94.0 37.0 28.9 28.1 $85.3 38.9 27.8 18.6 (9%) GAAP Net Loss ($7.1) ($14.3) N.A. GAAP Loss Per Share Weighted Average Diluted Shares ($0.13) 55.4 ($0.26) 55.9 N.A. Adjusted EPS(2) $0.41 $0.24 (41%) Adj. EBITDA(2) % of revenue $38.3 17.0% $31.2 13.7% (19%) Operating Cash Flow ($2.0) ($66.0) N.A. Free Cash Flow(2) % of Adjusted EBITDA ($7.4) N.A. ($73.4) N.A. N.A. Notes (1) Organic revenue represents total company revenue excluding net revenue from acquisitions for the first four full quarters since the entities’ acquisition date (which excludes any intercompany transactions). After the completion of four fiscal quarters, acquired businesses are treated as organic for current and comparable historical periods. (2) Non-GAAP, see reconciliation table. (3) All references in this presentation to the first quarter of fiscal 2022 and full fiscal 2022 are to the quarter ended October 1, 2021 and to the 52- week period ended July 1, 2022. All references to the first quarter of fiscal 2023 and full fiscal 2023 are to the quarter ended September 30, 2022 and to the 52-week period ending June 30, 2023.
© Mercury Systems, Inc.8 Balance sheet As of (In $ millions)(1) 10/1/21 12/31/21 4/1/22 7/1/22 9/30/22 ASSETS Cash & cash equivalents $95.8 $105.2 $91.7 $65.7 $52.0 Accounts receivable, net 301.2 320.1 367.1 447.9 494.7 Inventory, net 234.4 251.3 259.6 270.3 287.6 PP&E, net 128.7 127.4 125.7 127.2 125.9 Goodwill and intangibles, net 1,102.5 1,318.4 1,303.2 1,289.4 1,274.9 Other 102.5 108.4 112.5 103.0 114.0 TOTAL ASSETS $1,965.1 $2,230.8 $2,259.8 $2,303.5 $2,349.0 LIABILITIES AND S/E AP and accrued expenses $144.2 $136.9 $170.2 $187.5 $158.8 Other liabilities 141.4 155.3 137.7 127.3 139.8 Debt 200.0 451.5 451.5 451.5 511.5 Total liabilities 485.6 743.7 759.4 766.3 810.1 Stockholders’ equity 1,479.5 1,487.1 1,500.4 1,537.2 1,538.9 TOTAL LIABILITIES AND S/E $1,965.1 $2,230.8 $2,259.8 $2,303.5 $2,349.0 Notes (1) Rounded amounts used.
© Mercury Systems, Inc.9 Cash flow summary For the Fiscal Quarters Ended (In $ millions)(1) 10/1/21 12/31/21 4/1/22 7/1/22 9/30/22 Net (Loss) Income ($7.1) ($2.6) $4.1 $16.9 ($14.3) Depreciation and amortization 21.5 24.1 24.5 23.4 23.7 Other non-cash items, net 5.8 5.8 8.4 14.5 8.8 Cash settlement for termination of interest rate swap - - - - 6.0 Changes in Operating Assets and Liabilities Accounts receivable, unbilled receivables, and costs in excess of billings (9.4) (8.5) (47.3) (81.3) (47.3) Inventory (12.8) (7.6) (8.0) (12.5) (18.4) Accounts payable and accrued expenses 21.7 (8.4) 32.3 12.8 (17.8) Other (21.7) 4.1 (18.3) 6.7 (6.7) (22.2) (20.4) (41.2) (74.3) (90.2) Operating Cash Flow (2.0) 6.8 (4.3) (19.4) (66.0) Capital expenditures (5.4) (8.0) (6.1) (8.2) (7.3) Free Cash Flow(2) ($7.4) ($1.2) ($10.3) ($27.6) ($73.4) Free Cash Flow(2) / Adjusted EBITDA(2) N.A. N.A. N.A. N.A. N.A. Free Cash Flow(2) / GAAP Net Income N.A. N.A. N.A. N.A. N.A. Notes (1) Rounded amounts used. (2) Non-GAAP, see reconciliation table.
© Mercury Systems, Inc.10 Q2 FY23 guidance In $ millions, except percentage and per share data Q2 FY22(1) Q2 FY23(2)(5) CHANGE Revenue $220.4 $225.0 - $240.0 2% - 9% GAAP Net Loss ($2.6) ($10.3) - ($6.2) N.A. GAAP Loss Per Share ($0.05) ($0.18) - ($0.11) N.A. Weighted-average diluted shares outstanding 55.4 56.4 Adjusted EPS(4) $0.39 $0.31 - $0.36 (21%) - (8%) Adj. EBITDA(4) % of revenue $38.1 17.3% $38.0 - $42.0 16.9% - 17.5% 0% - 10% Notes (1) Q2 FY22 figures are as reported in the Company’s earnings release dated February 1, 2022. (2) The guidance included herein is from the Company’s earnings release dated November 1, 2022. (3) The effective tax rate in the guidance included herein excludes discrete items (4) Non-GAAP, see reconciliation table. (5) All references in this presentation to the second quarter of fiscal 2022 are to the quarter ended December 31, 2021, and to the second quarter of fiscal 2023 are to the quarter ending December 30, 2022.
© Mercury Systems, Inc.11 FY23 annual guidance In $ millions, except percentage and per share data FY22(1) FY23(2)(5) CHANGE Revenue $988.2 $1,010.0 - $1,050.0 2% - 6% GAAP Net Income $11.3 $14.8 - $24.7 31% - 119% GAAP EPS $0.20 $0.26 - $0.44 30% - 120% Weighted-average diluted shares outstanding 55.9 56.6 Adjusted EPS(4) $2.19 $1.93 - $2.10 (12%) - (4%) Adj. EBITDA(4) % of revenue $200.5 20.3% $202.5 - $215.0 20.0% - 20.5% 1% - 7% Notes (1) FY22 figures are as reported in the Company’s earnings release dated August 2, 2022. (2) The guidance included herein is from the Company’s earnings release dated November 1, 2022. (3) The effective tax rate in the guidance included herein excludes discrete items. (4) Non-GAAP, see reconciliation table. (5) All references in this presentation to the full fiscal 2022 are to the 52-week period ended July 1, 2022, and to the full fiscal 2023 are to the 52-week period ending June 30, 2023.
© Mercury Systems, Inc.12 Summary Entered FY23 with record backlog and new-business momentum Expect FY23 return to organic growth, revenue >$1B, improved margins, and positive cash flow Positioned for improved FY23 and stronger FY24; five-year plan intact with solid fundamentals Implementing 1MPACT provides near and long-term discipline and value creation Well-situated to benefit from platform electronification; large, growing addressable market Anticipate return to high single-digit to low double-digit organic growth, margin expansion and strong cash flow as current headwinds subside
13 APPENDIX
© Mercury Systems, Inc.14 Adjusted EPS reconciliation Notes (1) Per share information is presented on a fully diluted basis. (2) Rounded amounts used. (3) Impact to income taxes is calculated by recasting income before income taxes to include the items 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 items. (4) All references in this presentation to the second quarter of fiscal 2023 are to the quarter ending December 30, 2022. All references in this presentation to the full fiscal 2023 are to the 52-week period ending June 30, 2023. (5) Adjusted earnings per share for Q1 FY23 includes an impact of $0.01 resulting from the increase in diluted shares used relative to basic shares used in the calculation of Net loss per share. (In thousands, except per share data)(2) Q1 FY22 Q1 FY23 LTM Q1 FY22 LTM Q1 FY23 Low High Low High (Loss) Earnings per share(1) (0.13)$ (0.26)$ 0.70$ 0.06$ (0.18)$ (0.11)$ 0.26$ 0.44$ Net (Loss) Income (7,140)$ (14,335)$ 39,106$ 4,080$ (10,300)$ (6,200)$ 14,800$ 24,700$ Other non-operating adjustments, net 417 1,797 (125) 4,312 - - 1,800 1,800 Amortization of intangible assets 13,734 14,574 47,174 61,107 13,600 13,600 53,500 53,500 Restructuring and other charges 12,274 1,508 20,199 16,679 600 600 2,400 2,400 Impairment of long-lived assets - - - - - - - - Acquisition, financing and other third party costs 2,633 2,864 10,392 13,839 1,200 1,200 5,100 5,100 Fair value adjustments from purchase accounting (1,661) (176) (1,951) (524) 200 200 400 400 Litigation and settlement expense, net 376 1,305 811 2,837 300 300 1,300 1,300 COVID related expenses 183 61 7,807 567 - - - - Stock-based and other non-cash compensation expense 9,573 10,940 31,430 39,826 16,400 16,400 56,600 56,600 Impact to income taxes(3) (7,829) (5,191) (26,502) (29,671) (4,600) (5,500) (26,600) (26,800) Adjusted income 22,560$ 13,347$ 128,341$ 113,052$ 17,400$ 20,600$ 109,300$ 119,000$ Adjusted earnings per share(1)(5) 0.41$ 0.24$ 2.32$ 2.01$ 0.31$ 0.36$ 1.93$ 2.10$ Weighted-average shares outstanding: Basic 55,376 55,931 56,200 56,200 Diluted 55,613 56,347 56,400 56,400 56,600 56,600 Q2 FY23(2)(4) FY23(2)(4)
© Mercury Systems, Inc.15 Adjusted EBITDA reconciliation Notes 1. Rounded amounts used. 2. All references in this presentation to the second quarter of fiscal 2023 are to the quarter ending December 30, 2022. All references in this presentation to the full fiscal 2023 are to the 52-week period ending June 30, 2023. (In thousands)(1)(2) Q1 FY22 Q1 FY23 LTM Q1 FY22 LTM Q1 FY23 Low High Low High Net (Loss) Income (7,140)$ (14,335)$ 39,106$ 4,080$ (10,300)$ (6,200)$ 14,800$ 24,700$ Other non-operating adjustments, net 417 1,797 (125) 4,312 - - 1,800 1,800 Interest expense, net 586 4,518 1,701 9,595 6,400 6,400 24,400 24,400 Income tax (benefit) provision (441) (1,022) 12,490 6,539 200 100 3,700 6,200 Depreciation 7,756 9,127 28,402 34,521 9,400 9,400 38,600 38,600 Amortization of intangible assets 13,734 14,574 47,174 61,107 13,600 13,600 53,500 53,500 Restructuring and other charges 12,274 1,508 20,199 16,679 600 600 2,400 2,400 Impairment of long-lived assets - - - - - - - - Acquisition, financing and other third party costs 2,633 2,864 10,392 13,839 1,200 1,200 5,100 5,100 Fair value adjustments from purchase accounting (1,661) (176) (1,951) (524) 200 200 400 400 Litigation and settlement expense, net 376 1,305 811 2,837 300 300 1,300 1,300 COVID related expenses 183 61 7,807 567 - - - - Stock-based and other non-cash compensation expense 9,573 10,940 31,430 39,826 16,400 16,400 56,600 56,600 Adjusted EBITDA 38,290$ 31,161$ 197,436$ 193,378$ 38,000$ 42,000$ 202,500$ 215,000$ Q2 FY23(1)(2) FY23(1)(2)
© Mercury Systems, Inc.16 Free cash flow reconciliation Organic revenue reconciliation Notes (1) Organic revenue represents total company revenue excluding net revenue from acquisitions for the first four full quarters since the entities’ acquisition date (which excludes any intercompany transactions). After the completion of four fiscal quarters, acquired businesses are treated as organic for current and comparable historical periods. (In thousands) Q1 FY22 Q1 FY23 LTM Q1 FY22 LTM Q1 FY23 Cash (used in) provided by operating activities $ (2,006) $ (66,039) $ 72,312 $ (82,902) Purchases of property and equipment (5,377) (7,328) (39,998) (29,607) Free cash flow (7,383)$ (73,367)$ 32,314$ (112,509)$ (In thousands) Q1 FY22 Q1 FY23 LTM Q1 FY22 LTM Q1 FY23 Organic revenue(1) $ 225,013 $ 215,781 940,001$ 902,483$ Acquired revenue - 11,798 3,387 88,280 Net revenues 225,013$ 227,579$ 943,388$ 990,763$