GlobeNewswire Inc | Feb 2, 2021 04:01PM EST

February 02, 2021

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

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

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

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

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

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

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

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

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

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

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

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

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

Recent Highlights

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

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

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

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

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

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

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

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

Conference Call Information Mercury will host a conference call and simultaneous webcast at 5:00 p.m. ET on Tuesday, February2, 2021, to discuss the second quarter fiscal 2021 results and review its financial and business outlook going forward.

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

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

About Mercury Systems Innovation That Matters

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

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

Forward-Looking Safe Harbor Statement

This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the acquisitions described herein and to fiscal 2021 business performance and beyond and the Companys 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 Companys markets, effects of epidemics and pandemics such as COVID, effects of any U.S. Federal government shutdown or extended continuing resolution, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in, or in the U.S. Governments interpretation of, federal export control or procurement rules and regulations, market acceptance of the Company's products, shortages in components, production delays or unanticipated expenses due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions and restructurings, or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, increases in interest rates, changes to industrial security and cyber-security regulations and requirements, changes in tax rates or tax regulations, changes to interest rate swaps or other cash flow hedging arrangements, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, unanticipated costs under fixed-price service and system integration engagements, and various other factors beyond our control. These risks and uncertainties also include such additional risk factors as are discussed in the Company's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended July 3, 2020. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

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

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

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

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

MERCURY SYSTEMS, INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) Second Quarters Ended Six Months Ended January 1, December 27, January 1, December 27, 2021 2019 2021 2019Cash flows fromoperating activities:Net income $ 12,686 $ 15,676 $ 28,484 $ 34,923 Depreciationand 13,284 12,547 26,281 23,928 amortizationOther non-cash 8,367 7,593 12,898 14,038 items, netChanges inoperating (10,398 ) (3,750 ) (20,795 ) (16,513 ) assets andliabilities Net cashprovided by 23,939 32,066 46,868 56,376 operatingactivities Cash flows frominvesting activities:Acquisition ofbusinesses, net (243,637 ) ? (243,637 ) (96,502 ) of cashacquiredPurchases ofproperty and (13,775 ) (11,324 ) (24,753 ) (20,919 ) equipmentProceeds fromsale of 1,538 ? 1,538 ? investment Net cash usedin investing (255,874 ) (11,324 ) (266,852 ) (117,421 ) activities Cash flows fromfinancing activities:Proceeds fromemployee stock 3,186 ? 3,188 3 plansBorrowingsunder credit 160,000 ? 160,000 ? facilitiesPayments forretirement of ? (375 ) (66 ) (14,937 ) common stock Net cashprovided by(used in) 163,186 (375 ) 163,122 (14,934 ) financingactivities Effect ofexchange ratechanges on 366 371 763 84 cash, cashequivalents andrestricted cash Net (decrease)increase incash, cash (68,383 ) 20,738 (56,099 ) (75,895 ) equivalents andrestricted cash Cash, cashequivalents andrestricted cash 239,122 161,299 226,838 257,932 at beginning ofperiod Cash, cashequivalents andrestricted cash $ 170,739 $ 182,037 $ 170,739 $ 182,037 at end ofperiod

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAPMEASURES(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 Companys underlying results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Companys 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 Mercurys operations.

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

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

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

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

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

Acquisition and financing costs. The Company incurs transaction costs related to acquisition and potential acquisition opportunities, such as legal, accounting, and other third party advisory fees. Although we may incur such third-party costs and other related charges and adjustments, it is not indicative that any transaction will be consummated. Additionally, the Company incurs unused revolver and bank fees associated with maintaining its credit facility. The Company also incurs non-cash financing expenses associated with obtaining its credit facility. Management believes these items are outside the normal operations of the Companys 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 Companys income statements in periods subsequent to the acquisition.In addition, the impact of any changes to originally recorded contingent consideration amounts are reflected in the income statements in the period of the change. Management believes these items are outside the normal operations of the Company and are not indicative of ongoing operating results.

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

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

Stock-based and other non-cash compensation expense. The Company incurs expense related to stock-based compensation included in its GAAP presentation of cost of revenues, selling, general and administrative expense and research and development expense. The Company also incurs non-cash based compensation in the form of pension related expenses. Although stock-based and other non-cash compensation is an expense of the Company and viewed as a form of compensation, these expenses vary in amount from period to period, and are affected by market forces that are difficult to predict and are not within the control of management, such as the market price and volatility of the Companys 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 Companys board of directors, determining the portion of bonus compensation for executive officers and other key employees based on operating performance, evaluating short-term and long-term operating trends in the Companys operations, and allocating resources to various initiatives and operational requirements. The Company believes that adjusted EBITDA permits a comparative assessment of its operating performance, relative to its performance based on its GAAP results, while isolating the effects of charges that may vary from period to period without any correlation to underlying operating performance. The Company believes that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in its financial and operational decision-making. The Company believes that trends in its adjusted EBITDA are valuable indicators of its operating performance.

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

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

Second Quarters Ended Six Months Ended January 1, December 27, January 1, December 27, 2021 2019 2021 2019Net income $ 12,686 $ 15,676 $ 28,484 $ 34,923 Other non-operating (3 ) (549 ) (185 ) (248 ) adjustments, netInterest expense 13 (312 ) (59 ) (1,499 ) (income), netIncome tax 4,433 5,110 6,631 3,092 provisionDepreciation 5,641 4,555 10,907 8,917 Amortization of 7,643 7,992 15,374 15,011 intangible assetsRestructuring and 951 1,101 2,248 1,749 other chargesImpairment of ? ? ? ? long-lived assetsAcquisition and 2,969 1,882 3,810 4,118 financing costsFair valueadjustments from ? 600 ? 600 purchase accountingLitigation andsettlement expense, 251 142 438 455 netCOVID related 3,309 ? 5,628 ? expensesStock-based andother non-cash 7,439 6,639 14,806 12,415 compensationexpenseAdjusted EBITDA $ 45,332 $ 42,836 $ 88,082 $ 79,533

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

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

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

Second Quarters Ended Six Months Ended January 1, 2021 December 27, January 1, 2021 December 27, 2019 2019Cashprovidedby $ 23,939 $ 32,066 $ 46,868 $ 56,376 operatingactivitiesPurchasesofproperty (13,775 ) (11,324 ) (24,753 ) (20,919 ) andequipmentFree cash $ 10,164 $ 20,742 $ 22,115 $ 35,457 flow

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

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

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

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

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

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

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

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

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

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

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

Third Quarter Ending Fiscal Year Ending April 2, 2021^(1) July 2, 2021^(1) Range Low High Low HighGAAP expectation -- $ 15,900 $ 17,800 $ 69,100 $ 72,800 Net income Adjust for: Other non-operating ? ? (200 ) (200 ) adjustments, netInterest expense, net 600 600 1,100 1,100 Income tax provision 5,600 6,200 20,800 22,100 Depreciation 6,700 6,700 25,000 25,000 Amortization of 11,100 11,100 37,300 37,300 intangible assetsRestructuring and ? ? 2,200 2,200 other chargesImpairment of ? ? ? ? long-lived assetsAcquisition and 700 700 5,100 5,100 financing costsFair valueadjustments from 100 100 100 100 purchase accountingLitigation andsettlement expense, ? ? 400 400 netCOVID related 3,000 3,000 8,700 8,700 expensesStock-based and othernon-cash compensation 8,300 8,300 31,400 31,400 expenseAdjusted EBITDA $ 52,000 $ 54,500 $ 201,000 $ 206,000 expectation (1) Rounded amounts used.

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

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

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

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

Fiscal Year Ending July 2, 2021^(1) Range Low HighGAAP expectation -- Netincome and earnings per $ 69,100 $ 1.24 $ 72,800 $ 1.31 shareOther non-operating (200 ) (200 ) adjustments, netAmortization of intangible 37,300 37,300 assetsRestructuring and other 2,200 2,200 chargesImpairment of long-lived ? ? assetsAcquisition and financing 5,100 5,100 costsFair value adjustments 100 100 from purchase accountingLitigation and settlement 400 400 expense, netCOVID related expenses 8,700 8,700 Stock-based and othernon-cash compensation 31,400 31,400 expenseImpact to income taxes^(2) (23,500 ) (23,500 ) Adjusted income andadjusted earnings per $ 130,600 $ 2.35 $ 134,300 $ 2.42 share expectation Diluted weighted-averageshares outstanding 55,500 55,500 expectation (1) Rounded amounts used.(2) Impact to income taxes is calculated by recasting income before incometaxes to include the add-backs involved in determining adjusted income andrecalculating the income tax provision using this adjusted income fromoperations before income taxes. The recalculation also adjusts for any discretetax expense or benefit related to the add-backs.