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False0001049521February 4, 202500010495212025-02-042025-02-04


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): January 29, 2025

Mercury Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Massachusetts 001-41194 04-2741391
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
50 Minuteman Road,  Andover, Massachusetts 01810
(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
Common Stock, par value $0.01
MRCY
Nasdaq Global Select Market





Item 2.02.    Results of Operations and Financial Condition.
On February 4, 2025, Mercury Systems, Inc. (the "Company" or "we") issued a press release and an earnings presentation regarding its financial results for the second quarter ended December 27, 2024. The 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, and free cash flow, 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 2.05    Costs Associated with Exit or Disposal Activities.
On January 29, 2025, we executed a workforce reduction that will eliminate approximately 145 positions, resulting in expected restructuring charges of approximately $5 million for employee separation costs, which costs will be classified as restructuring and other charges within our statement of operations and other comprehensive income for the fiscal quarter ending March 28, 2025. The headcount savings, primarily within R&D and cost of revenues, are expected to yield annualized savings of approximately $15 million, a portion of which is expected to be reinvested in the business with the remainder supporting improved profitability and operating leverage for our 2026 fiscal year.

Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” or the negative of those terms or other words of similar meaning. You should carefully read forward-looking statements, including statements that contain these words, because they discuss our future expectations or state other “forward-looking” information. Forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement.
Forward-looking statements include, but are not limited to, statements about the amount of anticipated cost savings and/or expenses from a workforce reduction. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in our filings with the U.S. Securities and Exchange Commission (“SEC”). These risks and uncertainties include, without limitation, that the anticipated cost savings will not be realized or the expenses will be larger than anticipated; the risk that implementation will be materially delayed or will be more difficult than expected; the challenges of retaining key employees; diversion of management’s attention from ongoing business operations and opportunities; and general competitive, economic, political, defense budget, and market conditions and fluctuations.
For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see our SEC filings, including, but not limited to, our most recent Annual Report on Form 10-K for the fiscal year ended June 28, 2024, as filed with the SEC on August 13, 2024. These filings are available in the Investor Relations section of our website. We caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made. Except for any obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits.




(d)    Exhibits.

Exhibit No.
Description
99.1
Press Release dated February 4, 2025
99.2
Earnings Presentation dated February 4, 2025
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: February 4, 2025
MERCURY SYSTEMS, INC.
By: /s/ David E. Farnsworth
       David E. Farnsworth
       Executive Vice President, Chief Financial Officer




EXHIBIT INDEX
Exhibit No.
Description


EX-99.1 2 a2025q2earningsreleaseex.htm EX-99.1 Document

Exhibit 99.1
newlogoa.jpg
FOR IMMEDIATE RELEASE

Mercury Systems Reports Second Quarter Fiscal 2025 Results

•Q2 FY25 Bookings of $242.4 million; book-to-bill ratio of 1.09
•Record backlog of $1.4 billion; up 6% year-over-year
•Q2 FY25 Revenue of $223.1 million; GAAP net loss of $17.6 million; and adjusted EBITDA of $22.0 million
•Record Operating Cash Flow of $85.5 million with Free Cash Flow of $81.9 million

ANDOVER, Mass. February 4, 2025 Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com), reported operating results for the second quarter of fiscal year 2025, ended December 27, 2024.
“We delivered solid results in the second quarter of fiscal 2025 that were once again in line with or ahead of our expectations, and I’m optimistic about our ongoing efforts to improve performance as we move through the fiscal year,” said Bill Ballhaus, Mercury’s Chairman and CEO.
“In the quarter we secured bookings of $242.4 million, for a trailing-twelve-month book-to-bill of 1.12; revenue of $223.1 million, up 13% year-over-year; adjusted EBITDA of $22.0 million and adjusted EBITDA margin of 9.9%, both up substantially year-over-year; and record free cash flow of $81.9 million, up $44.4 million year-over-year. These results reflect continued progress in each of our four priority areas, highlighted by solid execution across our broad portfolio of production and development programs, a record backlog of $1.4 billion, reduced operating expenses enabling increased positive operating leverage, and continued progress on free cash flow drivers, with net working capital down $114.9 million year-over-year.”









Mercury Reports Second Quarter Fiscal 2025 Results, Page 2

Second Quarter Fiscal 2025 Results
Total Company second quarter fiscal 2025 revenues were $223.1 million, compared to $197.5 million in the second quarter of fiscal 2024.
Total bookings for the second quarter of fiscal 2025 were $242.4 million, yielding a book-to-bill ratio of 1.09 for the quarter.
Total Company GAAP net loss and loss per share for the second quarter of fiscal 2025 were $17.6 million, and $0.30, respectively, compared to GAAP net loss and loss per share of $45.6 million, and $0.79, respectively, for the second quarter of fiscal 2024. Adjusted earnings (loss) per share (“adjusted EPS”) was $0.07 per share for the second quarter of fiscal 2025, compared to $(0.42) per share in the second quarter of fiscal 2024.
Second quarter fiscal 2025 adjusted EBITDA for the total Company was $22.0 million, compared to $(21.3) million for the second quarter of fiscal 2024.
Cash flows provided by operating activities in the second quarter of fiscal 2025 were $85.5 million, compared to $45.5 million in the second quarter of fiscal 2024. Free cash flow, defined as cash flows from operating activities less capital expenditures for property and equipment, was $81.9 million for the second quarter of fiscal 2025 and $37.5 million for the second quarter of fiscal 2024.
Backlog
Mercury’s total backlog at December 27, 2024 was $1.4 billion, an approximate $80.0 million increase from a year ago. Of the December 27, 2024 total backlog, $789.9 million represents orders expected to be recognized as revenue within the next 12 months.


50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 3

Conference Call Information
Management will host a conference call and simultaneous webcast at 5:00 p.m. ET on Tuesday, February 4, 2025, 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”) and free cash flow, 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.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 4

Mercury Systems – Innovation that Matters®
Mercury Systems is a technology company that delivers mission-critical processing power to the edge, making advanced technologies profoundly more accessible for today’s most challenging aerospace and defense missions. The Mercury Processing Platform allows customers to tap into innovative capabilities from silicon to system scale, turning data into decisions on timelines that matter. Mercury’s products and solutions are deployed in more than 300 programs and across 35 countries, enabling a broad range of applications in mission computing, sensor processing, command and control, and communications. Mercury is headquartered in Andover, Massachusetts, and has 23 locations worldwide. To learn more, visit mrcy.com. (Nasdaq: MRCY)
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 X (X.com/mrcy) 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.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 5

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 Company's focus on enhanced execution of the Company's strategic plan under a refreshed Board and leadership team. You can identify these statements by 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 any U.S. federal government shutdown or extended continuing resolution, effects of geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in or cost increases related to completing development, 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, including tariffs, 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, production delays or unanticipated expenses including due to quality issues or manufacturing execution issues, adherence to required manufacturing standards, capacity underutilization, increases in scrap or inventory write-offs, failure to achieve or maintain manufacturing quality certifications, such as AS9100, the impact of supply chain disruption, inflation and labor shortages, among other things, on program execution and the resulting effect on customer satisfaction, inability to fully realize the expected benefits from acquisitions, restructurings, and operational efficiency initiatives 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 and impacts from any cyber or insider threat events, 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, litigation, including the dispute arising with the former CEO over his resignation, 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 June 28, 2024 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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:
Tyler Hojo, CFA, Vice President of Investor Relations Mercury Reports Second Quarter Fiscal 2025 Results, Page 6
Mercury Systems, Inc.
978-967-3676

50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY








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 Second Quarter Fiscal 2025 Results, Page 7

MERCURY SYSTEMS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands)
December 27, June 28,
2024 2024
Assets
Current assets:
Cash and cash equivalents $ 242,565  $ 180,521 
Accounts receivable, net 104,491  111,441 
Unbilled receivables and costs in excess of billings, net 278,657  304,029 
Inventory 344,415  335,300 
Prepaid expenses and other current assets 20,556  22,493 
Total current assets 990,684  953,784 
Property and equipment, net 111,459  110,353 
Goodwill 938,093  938,093 
Intangible assets, net 226,142  250,512 
Operating lease right-of-use assets, net 56,525  60,860 
Deferred tax asset 71,712  58,612 
Other non-current assets 6,840  6,691 
          Total assets $ 2,401,455  $ 2,378,905 
Liabilities and Shareholders’ Equity
Current liabilities:
   Accounts payable $ 64,778  $ 81,068 
   Accrued expenses 40,471  42,926 
   Accrued compensation 32,015  36,398 
   Income taxes payable 306  109 
   Deferred revenues and customer advances 135,963  73,915 
          Total current liabilities 273,533  234,416 
Income taxes payable 7,713  7,713 
Long-term debt 591,500  591,500 
Operating lease liabilities 57,805  62,584 
Other non-current liabilities 10,628  9,917 
          Total liabilities 941,179  906,130 
Shareholders’ equity:
Preferred stock —  — 
   Common stock 587  581 
   Additional paid-in capital 1,266,926  1,242,402 
   Retained earnings 184,695  219,799 
   Accumulated other comprehensive income 8,068  9,993 
          Total shareholders’ equity 1,460,276  1,472,775 
          Total liabilities and shareholders’ equity $ 2,401,455  $ 2,378,905 
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 8

MERCURY SYSTEMS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Second Quarters Ended Six Months Ended
December 27, 2024 December 29, 2023 December 27, 2024 December 29, 2023
Net revenues $ 223,125  $ 197,463  $ 427,556  $ 378,454 
Cost of revenues(1)
162,299  165,943  314,940  296,407 
   Gross margin 60,826  31,520  112,616  82,047 
Operating expenses:
   Selling, general and administrative(1)
40,501  44,470  73,654  80,264 
   Research and development(1)
21,368  28,476  39,751  60,348 
   Amortization of intangible assets 11,154  12,270  22,389  24,817 
   Restructuring and other charges 40  2,300  9,548 
   Acquisition costs and other related expenses 178  231  355  1,200 
      Total operating expenses 73,241  85,449  138,449  176,177 
Loss from operations (12,415) (53,929) (25,833) (94,130)
Interest income 406  29  950  132 
Interest expense (8,430) (8,674) (17,336) (16,537)
Other expense, net (3,865) (1,148) (5,204) (2,922)
Loss before income tax benefit (24,304) (63,722) (47,423) (113,457)
Income tax benefit (6,725) (18,141) (12,319) (31,168)
Net loss $ (17,579) $ (45,581) $ (35,104) $ (82,289)
Basic net loss per share $ (0.30) $ (0.79) $ (0.60) $ (1.44)
Diluted net loss per share $ (0.30) $ (0.79) $ (0.60) $ (1.44)
Weighted-average shares outstanding:
   Basic 58,561  57,424  58,454  57,314 
   Diluted 58,561  57,424  58,454  57,314 
(1) Includes stock-based compensation expense, allocated as follows:
   Cost of revenues $ (167) $ $ (54) $ 820 
   Selling, general and administrative $ 6,317  $ 5,742  $ 10,928  $ 7,503 
   Research and development $ 1,812  $ 1,640  $ 3,180  $ 3,180 
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 9

MERCURY SYSTEMS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Second Quarters Ended Six Months Ended
December 27, 2024 December 29, 2023 December 27, 2024 December 29, 2023
Cash flows from operating activities:
   Net loss $ (17,579) $ (45,581) $ (35,104) $ (82,289)
   Depreciation and amortization 20,922  22,193  42,142  44,885 
   Other non-cash items, net 5,083  1,640  10,685  (2,011)
   Cash settlement for termination of interest rate swap —  —  —  7,403 
   Changes in operating assets and liabilities 77,036  67,242  53,079  38,438 
      Net cash provided by operating activities 85,462  45,494  70,802  6,426 
Cash flows from investing activities:
   Purchases of property and equipment $ (3,555) $ (7,990) $ (9,791) $ (16,005)
   Other investing activities 1,900  —  1,900  — 
      Net cash used in investing activities (1,655) (7,990) (7,891) (16,005)
Cash flows from financing activities:
   Proceeds from employee stock plans 1,492  3,163  1,492  3,163 
   Borrowings under credit facilities —  40,000  —  105,000 
   Payments of deferred financing and offering costs —  (1,931) (2,249) (1,931)
   Payments for retirement of common stock —  (15) —  (15)
      Net cash provided by (used in) financing activities 1,492  41,217  (757) 106,217 
Effect of exchange rate changes on cash and cash equivalents (857) 556  (110) 445 
Net increase in cash and cash equivalents 84,442  79,277  62,044  97,083 
Cash and cash equivalents at beginning of period 158,123  89,369  180,521  71,563 
Cash and cash equivalents at end of period $ 242,565  $ 168,646  $ 242,565  $ 168,646 
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 10

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, financing 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 which may be 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 Second Quarter Fiscal 2025 Results, Page 11

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, often occur in periods other than the period of activity, 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.
 
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 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 direct 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.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 12

 
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
December 27, 2024 December 29, 2023 December 27, 2024 December 29, 2023
Net loss $ (17,579) $ (45,581) $ (35,104) $ (82,289)
Other non-operating adjustments, net 2,549  (1,042) 814  (311)
Interest expense, net 8,024  8,645  16,386  16,405 
Income tax benefit (6,725) (18,141) (12,319) (31,168)
Depreciation 9,768  9,923  19,753  20,068 
Amortization of intangible assets 11,154  12,270  22,389  24,817 
Restructuring and other charges 40  2,300  9,548 
Impairment of long-lived assets —  —  —  — 
Acquisition, financing and other third party costs 1,109  860  3,440  2,192 
Fair value adjustments from purchase accounting 178  178  355  355 
Litigation and settlement expense, net 2,087  1,383  3,481  1,886 
Stock-based and other non-cash compensation expense 11,424  10,195  21,984  19,146 
Adjusted EBITDA $ 22,029  $ (21,308) $ 43,479  $ (19,351)

50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 13

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
December 27, 2024 December 29, 2023 December 27, 2024 December 29, 2023
Net cash provided by operating activities $ 85,462  $ 45,494  $ 70,802  $ 6,426 
Purchases of property and equipment (3,555) (7,990) (9,791) (16,005)
Free cash flow $ 81,907  $ 37,504  $ 61,011  $ (9,579)

50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY






Mercury Reports Second Quarter Fiscal 2025 Results, Page 14

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, 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 tables reconcile the most directly comparable GAAP financial measures to the non-GAAP financial measures.
Second Quarters Ended
December 27, 2024 December 29, 2023
Net loss and loss per share $ (17,579) $ (0.30) $ (45,581) $ (0.79)
Other non-operating adjustments, net 2,549  (1,042)
   Amortization of intangible assets 11,154  12,270 
   Restructuring and other charges 40 
   Impairment of long-lived assets —  — 
   Acquisition, financing and other third party costs 1,109  860 
   Fair value adjustments from purchase accounting 178  178 
   Litigation and settlement expense, net 2,087  1,383 
   Stock-based and other non-cash compensation expense 11,424  10,195 
   Impact to income taxes(1)
(7,022) (2,446)
Adjusted income (loss) and adjusted earnings (loss) per share(2)
$ 3,940  $ 0.07  $ (24,181) $ (0.42)
Diluted weighted-average shares outstanding 58,843  57,424 
(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 is calculated using diluted shares whereas Net loss per share or Adjusted loss per share is calculated using basic shares. There were no impact to the calculation of adjusted earnings per share as a result of this for the second quarters ended December 27, 2024 and December 29, 2023.
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Mercury Reports Second Quarter Fiscal 2025 Results, Page 15

Six Months Ended
December 27, 2024 December 29, 2023
Net loss and loss per share $ (35,104) $ (0.60) $ (82,289) $ (1.44)
Other non-operating adjustments, net 814  (311)
   Amortization of intangible assets 22,389  24,817 
   Restructuring and other charges 2,300  9,548 
   Impairment of long-lived assets —  — 
   Acquisition, financing and other third party costs 3,440  2,192 
   Fair value adjustments from purchase accounting 355  355 
   Litigation and settlement expense, net 3,481  1,886 
   COVID related expenses —  — 
   Stock-based and other non-cash compensation expense 21,984  19,146 
   Impact to income taxes(1)
(13,275) (13,204)
Adjusted income (loss) and adjusted earnings (loss) per share(2)
$ 6,384  $ 0.11  $ (37,860) $ (0.66)
Diluted weighted-average shares outstanding 58,752  57,314 
(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 is calculated using diluted shares whereas Net loss per share is calculated using basic shares. There were no impact to the calculation of adjusted earnings per share as a result of this for the six months ended December 27, 2024 and December 29, 2023.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | twitter: @MRCY


EX-99.2 3 q2fy25earningspresentati.htm EX-99.2 q2fy25earningspresentati
© Mercury Systems, Inc. WEBCAST LOGIN AT WWW.MRCY.COM/INVESTOR WEBCAST REPLAY AVAILABLE BY 7:00 P.M. ET FEBRUARY 4, 2025 Bill Ballhaus Chairman and CEO David Farnsworth Executive Vice President and CFO February 4, 2025, 5:00 pm ET SECOND QUARTER FISCAL YEAR 2025 FINANCIAL RESULTS 1


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ 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 Company's focus on enhanced execution of the Company's strategic plan under a refreshed Board and leadership team. You can identify these statements by 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 any U.S. federal government shutdown or extended continuing resolution, effects of geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in or cost increases related to completing development, 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, including tariffs, 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, production delays or unanticipated expenses including due to quality issues or manufacturing execution issues, adherence to required manufacturing standards, capacity underutilization, increases in scrap or inventory write-offs, failure to achieve or maintain manufacturing quality certifications, such as AS9100, the impact of supply chain disruption, inflation and labor shortages, among other things, on program execution and the resulting effect on customer satisfaction, inability to fully realize the expected benefits from acquisitions, restructurings, and operational efficiency initiatives 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 and impacts from any cyber or insider threat events, 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, litigation, including the dispute arising with the former CEO over his resignation, 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 June 28, 2024 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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, and free cash flow, 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. 2


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Today’s call ▪ Opening remarks on business and results ▪ Update on our four focus areas ▪ Performance expectations for FY25 and beyond ▪ Q&A 3


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Business and results ▪ Confidence in strategic positioning and our expectations to deliver predictable organic growth with expanding margins and robust free cash flow. ▪ Revenue up 13% year over year with adjusted EBITDA of $22M (9.9% margin). ▪ Record free cash flow of $82M, up $44M year over year. Ended Q2 with $243M of cash on hand. ▪ Record backlog of $1.4 billion. Trailing twelve-month book to bill of 1.12x. ▪ Solid execution across our broad portfolio of production and development programs. ▪ Reduced operating expense driving positive operating leverage. ▪ Continued progress on free cash flow drivers, with net working capital down $115 million year- over-year. 4


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Delivering predictable performance ▪ Progress mitigating what we believe to be predominantly transitory impacts. ▪ Lowest level of net EAC change impacts in the last few years. This reflects progress in maturing our processes in program management, engineering, and operations. ▪ Continued progress ramping production in our common processing architecture product area. ‒ Expect to have full capacity available as we progress through the second half of the year. ‒ Notable take-away in Q2 from a processor-board competitor that couldn’t meet a subset of the security requirements provided by our common processing architecture. ▪ Accelerated customer deliveries driving a $29M or 31% year over year increase in point in time revenue, primarily from pull-forward deliveries and revenue from Q3. 5


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Driving organic growth ▪ Q2 bookings of $242 million resulted in record backlog of $1.4 billion. ▪ Over 80% of trailing twelve-month bookings were production in nature. Recently announced workforce restructuring to align our team composition with increased production mix. ▪ Multiple competitive wins highlighting what we believe to be our technological differentiation. ▪ We believe our unique capabilities providing mission-critical processing at the edge align well with customer priorities within key growth markets. 6


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Expanding margins ▪ Remain focused on the following levers in our efforts to achieve targeted adjusted EBITDA margins in the low to mid 20% range: ‒ Executing on development programs and minimizing cost growth impacts. ‒ Getting back toward a more historical 20/80 mix of development to production programs. ‒ Driving organic growth to generate positive operating leverage. ‒ Achieving cost efficiencies. ▪ Q2 adjusted EBITDA margin in line with expectations and indicative of progress on each of these levers. ▪ Q2 gross margin was in line with expectations driven by backlog entering FY25. ▪ Expect backlog margin to increase as we believe new bookings are in-line with our targeted margin profile. ▪ Operating expenses down significantly year-over-year driven by actions to streamline and focus operations. 7


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Driving improved free cash flow conversion and release ▪ Progress on drivers of free cash flow. Net working capital is at the lowest level since Q3 of FY22. ▪ FCF over the last three quarters is approximately $122M, and net debt is down to $349M the lowest level since Q2 of FY22. ▪ Focused on continued reduction in working capital and improving free cash flow performance. 8


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Expectations for FY25 and beyond ▪ Focused on driving future results toward our target profile of above market top-line growth, adjusted EBITDA margins in the low to mid 20% range, and FCF conversion of 50%. ▪ Expecting FY25 revenue growth approaching mid-single-digits year over year versus our prior expectations that revenue growth would be relatively flat. ▪ About $30 million in customer deliveries and revenue pulled into Q2 from Q3. ▪ Continue to expect low double digit adjusted EBITDA margins overall for FY25, with Q4 margins at the highest level of the fiscal year. ▪ First half FCF significantly outperformed our expectations due to acceleration from Q3 into the first half. We expect FCF to be around break even in the second half. 9


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Q2 FY25 vs. Q2 FY24 10 In $ millions, except percentage and per share data Q2 FY25(2) Q2 FY24(2) CHANGE Bookings Book-to-Bill $242.4 1.09 $325.4 1.65 (26%) Backlog 12-Month Backlog $1,354.9 789.9 $1,278.4 786.4 6% Revenue $223.1 $197.5 13% Gross Margin 27.3% 16.0% 113 bps Operating Expenses Selling, General & Administrative Research & Development Amortization/Restructuring/Acquisition $73.3 40.5 21.4 11.4 $85.4 44.5 28.5 12.5 14% GAAP Net Loss ($17.6) ($45.6) N.A. GAAP Loss Per Share Weighted Average Diluted Shares ($0.30) 58.6 ($0.79) 57.4 N.A. Adjusted EPS(1) $0.07 ($0.42) N.A. Adj. EBITDA(1) % of revenue $22.0 9.9% ($21.3) N.A. N.A. Operating Cash Flow $85.5 $45.5 88% Free Cash Flow(1) % of Adjusted EBITDA $81.9 372.3% $37.5 N.A. 118% Notes (1) Non-GAAP, see reconciliation table. (2) All references in this presentation to the second quarter of fiscal 2025 are to the quarter ended December 27, 2024. All references to the second quarter of fiscal 2024 are to the quarter ended December 29, 2023.


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Balance sheet 11 As of (In $ millions)(1) 12/29/23 3/29/24 6/28/24 9/27/24 12/27/24 ASSETS Cash & cash equivalents $168.6 $142.6 $180.5 $158.1 $242.6 Accounts receivable and unbilled receivables, net 433.7 417.2 415.5 422.8 383.1 Inventory, net 354.2 343.0 335.3 351.1 344.4 PP&E, net 114.4 113.9 110.4 105.1 111.5 Goodwill and intangibles, net 1,211.4 1,199.9 1,188.6 1,177.4 1,164.2 Other 154.0 161.6 148.6 154.5 155.7 TOTAL ASSETS $2,436.3 $2,378.1 $2,378.9 $2,369.0 $2,401.5 LIABILITIES AND S/E AP and accrued expenses $144.7 $136.9 $160.4 $135.4 $137.3 Deferred revenues and customer advances 81.0 70.7 73.9 96.3 136.0 Other liabilities 89.6 81.2 80.3 86.0 76.4 Debt 616.5 616.5 591.5 591.5 591.5 Total liabilities 931.8 905.3 906.1 909.2 941.2 Stockholders’ equity 1,504.5 1,472.8 1,472.8 1,459.8 1,460.3 TOTAL LIABILITIES AND S/E $2,436.3 $2,378.1 $2,378.9 $2,369.0 $2,401.5 Notes (1) Rounded amounts used.


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Cash flow summary 12 Notes (1) Rounded amounts used. (2) Non-GAAP, see reconciliation table. For the Fiscal Quarters Ended (In $ millions)(1) 12/29/23 3/29/24 6/28/24 9/27/24 12/27/24 Net Loss ($45.6) ($44.6) ($10.8) ($17.5) ($17.6) Depreciation and amortization 22.2 21.8 21.4 21.2 20.9 Other non-cash items, net 1.6 27.5 0.3 5.6 5.1 Changes in Operating Assets and Liabilities Accounts receivable, unbilled receivables, and costs in excess of billings 42.7 8.6 (1.9) (6.1) 37.6 Inventory 12.1 8.5 7.1 (13.9) (7.9) Accounts payable and accrued expenses (5.2) (7.7) 26.6 (27.0) 7.2 Other 17.6 (31.9) 29.1 23.0 40.2 67.2 (22.5) 60.9 (24.0) 77.1 Operating Cash Flow 45.5 (17.8) 71.8 (14.7) 85.5 Capital expenditures (8.0) (7.9) (10.4) (6.2) (3.6) Free Cash Flow(2) $37.5 ($25.7) $61.4 ($20.9) $81.9 Free Cash Flow(2) / Adjusted EBITDA(2) N.A. N.A. 197.1% N.A. 372.3% Free Cash Flow(2) / GAAP Net (Loss) Income N.A. N.A. N.A. N.A. N.A.


 
© Mercury Systems, Inc. APPENDIX


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Adjusted EPS reconciliation 14 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 2025 and LTM Q2 FY25 are to the quarter ended December 27, 2024, and the four-quarter period ended December 27, 2024. All references in this presentation to the second quarter of fiscal 2024 and LTM Q2 FY24 are to the quarter ended December 29, 2023, and the four-quarter period ended December 29, 2023. (5) Earnings per share and Adjusted earnings per share is calculated using diluted shares whereas loss per share and adjusted loss per share is calculated using basic shares. There was no impact to the calculation of adjusted earnings per share as a result of this for the second quarters ended December 27, 2024 and December 29, 2023.


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Adjusted EBITDA reconciliation 15 Notes (1) Rounded amounts used. (2) All references in this presentation to the second quarter of fiscal 2025 and LTM Q2 FY25 are to the quarter ended December 27, 2024, and the four-quarter period ended December 27, 2024. All references in this presentation to the second quarter of fiscal 2024 and LTM Q2 FY24 are to the quarter ended December 29, 2023, and the four-quarter period ended December 29, 2023. (In thousands)(1)(2) Q2 FY24 Q2 FY25 LTM Q2 FY24 LTM Q2 FY25 Net Loss (45,581)$ (17,579)$ (85,369)$ (90,455)$ Other non-operating adjustments, net (1,042) 2,549 (2,234) 533 Interest expense, net 8,645 8,024 29,623 33,797 Income tax benefit (18,141) (6,725) (48,202) (32,786) Depreciation 9,923 9,768 41,021 40,054 Amortization of intangible assets 12,270 11,154 50,259 45,233 Restructuring and other charges 2 40 12,952 18,922 Impairment of long-lived assets - - - - Acquisition, financing and other third party costs 860 1,109 8,038 5,618 Fair value adjustments from purchase accounting 178 178 710 710 Litigation and settlement expense, net 1,383 2,087 1,006 6,522 COVID related expenses - - 6 - Stock-based and other non-cash compensation expense 10,195 11,424 38,234 44,095 Adjusted EBITDA (21,308)$ 22,029$ 46,044$ 72,243$


 
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Free cash flow reconciliation 16 Notes (1) Rounded amounts used.