2014 ANNUAL REPORT
Mercury Systems is the better alternative for affordable, secure processing
subsystems designed and made in the USA. These capabilities make us the
first commercially based defense electronics company built to meet rapidly
evolving next generation defense challenges.
2014 ANNUAL REPORT
“
Fiscal 2014 was a strong year for Mercury Systems
Bookings and backlog reached record levels, growing 18 percent
and 28 percent respectively. Mercury returned to growth as total
revenue increased 7 percent year-over-year…
We believe that Mercury's ability to deliver record bookings in fiscal
2014 is a testament to our strategy and business model. Leveraging
this model, we have been able to accelerate the development of
innovations that matter, while improving affordability.
”
Mark Aslett
President and Chief Executive Officer
TO OUR SHAREHOLDERS:
Fiscal 2014 was a strong year for Mercury Systems. Bookings and backlog reached record levels, growing 18
percent and 28 percent, respectively, from fiscal 2013. Mercury returned to growth as total revenue increased
7 percent year-over-year. We reduced the company’s GAAP loss from continuing operations by 70 percent
from fiscal 2013, while total adjusted EBITDA – our key non-GAAP profitability measure – more than doubled
to $23.5 million, or 11 percent of revenue. We generated $14.2 million in cash from operations, reversing last
year’s $1.9 million negative cash flow, driven by improved cash earnings and lower working capital.
Given the challenges facing the defense sector, and during a period where many in the industry have been reporting
declining revenue, we believe that Mercury’s ability to deliver record bookings in fiscal 2014 is a testament to our strategy
and business model. Leveraging this model, we have been able to accelerate the development of innovations that matter,
while improving affordability. This has led to greater outsourcing to us by our customers, as evidenced by our record
bookings and backlog.
At the same time, we have established a leadership position in the commercial development of specialized sensor
processing subsystems for new platforms and platform modernization as well as foreign military sales. This expands our
addressable market and uniquely positions Mercury as the only commercial company with end-to-end sensor processing
capabilities that are designed and made in the United States. As a consequence, we have won some franchise programs
that are in high priority segments of the defense market.
The Patriot Air and Missile Defense System was our major bookings growth driver in fiscal 2014, reflecting awards for
Patriot U.S. Army as well as foreign military sales. Other programs that contributed to our record bookings included the
Aegis Ballistic Missile Defense System, the F-35 Joint Strike Fighter, Global Hawk, Gorgon Stare, the Surface Electronic
Warfare Improvement Program (SEWIP), and an airborne electronic warfare program.
From an operations perspective, we have taken advantage of the industry downturn over the past several years to
better align Mercury’s business and create a platform that we can continue to grow organically and scale through future
acquisitions. Our focus in fiscal 2014 was the initiation and substantial completion of the final phase of our acquisition
integration plan.
A key to the integration plan is facilities consolidation around our Advanced Microelectronics Center (AMC) in Hudson, NH.
The objective for this consolidation is to reduce our manufacturing footprint, thus further decreasing our cost structure and
improving our ability to more rapidly drive advanced microelectronics solutions into the marketplace.
In fiscal 2014 we developed the Hudson AMC into a world-class manufacturing facility that provides us with a platform for
continued growth in RF and microwave, consolidating four smaller facilities into this new plant. We also completed the first
phase of our Chelmsford, MA headquarters consolidation, and reduced operating expenses in our Mercury Defense Systems
business during the year.
Executing on the two other elements of the integration plan, we began implementing a common set of core business
processes and systems following our three recent acquisitions. These new systems are allowing us to centralize
administrative and manufacturing operations across the company. The resulting time and resource savings are improving our
gross margins and enabling us to drive greater efficiency throughout the organization.
We also made solid progress during the year in realigning our engineering resources around the sustainable, repeatable
Advanced Development site model that we introduced in fiscal 2013. As a complement to this initiative, we are aligning
our engineering resources to where we see the greatest potential for profitable growth and innovation that drives
differentiation.
We expect to complete the acquisition integration plan by the end of the second quarter of fiscal 2015, resulting in gross
annualized expense reductions of approximately $16 million. At year-end fiscal 2014, we had completed actions that resulted
in gross annualized savings of nearly $13 million, or 80 percent of the total savings planned.
Looking forward, with our record opening backlog, we believe that
Mercury is well-positioned to deliver stronger revenue growth in
fiscal 2015. We expect this growth to be driven by five key programs.
The first is SEWIP Block 2, where we expect to book and ship the
remainder of low-rate initial production 2 Phase II. We also expect
to benefit from additional SEWIP content expansion as well as the
program’s movement to full-rate production later in the fiscal year.
The second key program is Aegis, primarily consisting of development
and production related to foreign military sales. Third is Patriot, where
we have already received the bookings for the U.S. Army upgrades
as well as certain foreign military sales. The fourth program is F-35,
where we received the booking in fiscal 2014 to complete certain
technology development as well as related production; and then
finally, electronic warfare programs in our Mercury Defense Systems
(MDS) business.
Longer term, we are well positioned to capitalize on what we see
as the major underlying drivers of future industry growth. One is
the Defense Department’s strategic pivot to the Asia Pacific region.
We believe this will drive opportunities for our Mercury Commercial
Electronics business in the areas of specialized server class
processing, packaging, digital, RF and microwave for ISR sensor
upgrades. The Pacific Pivot should also lead to growth opportunities
related to electronic warfare and electronic countermeasures
subsystems, particularly in MDS.
The second growth driver is platform modernization. Electronic
upgrades for aging military platforms are the most cost-effective
way of adding the new warfighting capabilities the nation needs in
today’s constrained budget environment. This is at the heart of what
we do. It creates the potential for us to expand beyond our traditional
embedded processing products and become a provider of advanced RF
and microwave sensor processing subsystems.
Our third industry growth driver relates to exportability. All of our
customers are pursuing foreign military sales and international sales
opportunities. Selling internationally fuels their growth, improves
their margins and opens the door to having foreign customers assist
the DoD in program development funding. Our opportunity here is to
provide specialized processing subsystems as well as digital, RF and
microwave products and subsystems that can be exported.
And finally, outsourcing by the large primes remains alive and well, as
they seek more affordable advanced sensor processing capabilities.
We have clearly positioned Mercury as a trusted outsourcing partner
to the primes.
On a more company-specific level, these growth drivers translate
into near-term priorities that will form the basis of our plans for fiscal
2015. The first is open and integrated digital, RF and microwave
subsystems sales. Our recent RF and microwave acquisitions and AMC
investments have been well-received by our customers. As a result, we
expect to take share competitively and to grow and expand our content
on key programs and platforms.
Another near-term priority is to capture new opportunities in specialized
server-class computing beyond the sensor, including mission computing,
combat systems and other specialized applications. These are parts of
the market that historically we have not played in, but where we can
now expand our presence on existing programs and platforms with
unique and differentiated technology.
The industry is moving away from commodity commercial computing
as more and more of the design and production in this market has
moved offshore. As a result, Mercury is now positioned as the leading
U.S.-owned domestic designer, developer and producer of specialized
embedded server class processing subsystems for defense and
intelligence applications. This comes at a time when the provenance
and integrity of these technologies are increasing in importance.
Another priority is open electronic warfare subsystems sales by our
MDS business. We believe the defense primes and the DoD are seeking
to purchase more affordable Gray-Box electronic warfare solutions, for
which our business model and capabilities are very well-suited.
So, in summary, we continue to believe that Mercury’s strategy,
technology, capabilities and ongoing programs and platforms align well
with the Defense Department’s new roles and missions. We remain
intensely focused on leveraging our relationships with our customers
to drive bookings and revenue from existing programs as well as new
programs and platforms.
Mercury’s fiscal 2014 results were much improved over fiscal 2013, and
we believe we are in a good position to return to well above industry-
average revenue growth in the year ahead. Delivering this growth
while completing the final phase of our integration plan should enable
us to realize the substantial operating leverage that we are building in
our business and achieve our target business model from continuing
operations for fiscal 2015.
Longer term, our enhanced operating leverage should further strengthen
Mercury’s position to deliver improved profitability, cash flow generation
and shareholder value as we move forward. Speaking for the entire
Mercury Systems team, I extend our deep appreciation for your support
over the past fiscal year. We look forward to keeping you apprised of
our progress in fiscal 2015.
Sincerely,
Mark Aslett
President and Chief Executive Officer
September 5, 2014
FORM 10K
FORM 10K
This annual report contains certain forward-looking statements, as that term is defined in the
This annual report 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 over-
Private Securities Litigation Reform Act of 1995, including those relating to the Company’s over-
all business and markets. You can identify these statements by the use of the words “may,”
all business and markets. You can identify these statements by the use of the words “may,”
“will,” “would,” “should,” “could,” “plan,” “expect,” “anticipate,” “continue,” “estimate,” “proj-
“will,” “would,” “should,” “could,” “plan,” “expect,” “anticipate,” “continue,” “estimate,” “proj-
ect,” “intend,” “likely,” “forecast,“ “probable,” ”potential” and similar expressions. These for-
ect,” “intend,” “likely,” “forecast,“ “probable,” ”potential” and similar expressions. These for-
ward-looking statements involve risks and uncertainties that could cause actual results to differ
ward-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
materially from those projected or anticipated. Such risks and uncertainties include, but are not
limited to, continued funding of defense programs, the timing of such funding, general economic
limited to, continued funding of defense programs, the timing of such funding, general economic
and business conditions, including unforeseen weakness in the Company’s markets, effects of
and business conditions, including unforeseen weakness in the Company’s markets, effects of
continued geopolitical unrest and regional conflicts, competition, changes in technology and
continued geopolitical unrest and regional conflicts, competition, changes in technology and
methods of marketing, delays in completing engineering and manufacturing programs, changes
methods of marketing, delays in completing engineering and manufacturing programs, changes
in customer order patterns, changes in product mix,continued success in technological advances
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
and delivering technological innovations, changes in, or in the U.S. Government’s interpretation
of, federal procurement rules and regulations, market acceptance of the Company’s products,
of, federal procurement rules and regulations, market acceptance of the Company’s products,
shortages in components, production delays due to performance quality issues with outsourced
shortages in components, production delays due to performance quality issues with outsourced
components, inability to fully realize the expected benefits from acquisitions, divestitures and
components, inability to fully realize the expected benefits from acquisitions, divestitures and
restructurings or delays in realizing such benefits, challenges in integrating acquired business-
restructurings or delays in realizing such benefits, challenges in integrating acquired business-
es and achieving anticipated synergies, changes to export regulations, increases in tax rates,
es and achieving anticipated synergies, changes to export regulations, increases in tax rates,
changes to generally accepted accounting principles, difficulties in retaining key employees and
changes to generally accepted accounting principles, difficulties in retaining key employees and
customers, unanticipated costs under fixed-price service and system integration engagements,
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
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
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
Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June
30, 2014, accompanying this report. The Company cautions readers not to place undue reliance
30, 2014, accompanying this report. 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
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 circum-
undertakes no obligation to update any forward-looking statement to reflect events or circum-
stances after the date on which such statement is made.
stances after the date on which such statement is made.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM
TO
.
COMMISSION FILE NUMBER 0-23599
MERCURY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS
(State or other jurisdiction of
incorporation or organization)
201 RIVERNECK ROAD
CHELMSFORD, MA
(Address of principal executive offices)
04-2741391
(I.R.S. Employer
Identification No.)
01824
(Zip Code)
978-256-1300
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class
Common Stock, Par Value $.01 Per Share
Preferred Stock Purchase Rights
Name of Each Exchange on Which Registered
NASDAQ Global Select Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $364.1 million based upon
the closing price of the Common Stock as reported on the Nasdaq Global Select Market on December 31, 2013, the last business day of the
registrant’s most recently completed second fiscal quarter.
Shares of Common Stock outstanding as of July 31, 2014: 33,376,755 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Shareholders to be held on October 21, 2014 (the
“Proxy Statement”) are incorporated by reference into Part III of this report.
Exhibit Index on Page 76
(This page has been left blank intentionally.)
MERCURY SYSTEMS, INC.
INDEX
PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Removed and Reserved
Item 4.1.
Executive Officers of the Registrant
PART II
Item 5.
Item 6.
Item 7.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Signatures
Exhibit Index
PAGE
NUMBER
4
4
13
26
26
26
27
28
29
29
29
30
44
46
72
73
73
74
74
74
74
74
74
74
74
76
77
3
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results
could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a
difference are discussed in this annual report on Form 10-K, including in the section entitled “Risk Factors.”
PART I
When used in this report, the terms “Mercury,” “we,” “our,” “us,” and “the Company” refer to Mercury Systems, Inc. and
its consolidated subsidiaries, except where the context otherwise requires or as otherwise indicated. The term “fiscal” with
respect to a year refers to the period from July 1 to June 30. For example, fiscal 2014 refers to the period from July 1, 2013 to
June 30, 2014.
ITEM 1.
BUSINESS
Our Company
We provide commercially developed, specialized processing subsystems and services for critical commercial, defense and
intelligence applications. We deliver innovative solutions, rapid time-to-value and service and support to our defense prime
contractor customers. Our products and solutions have been deployed in more than 300 programs with over 25 different defense
prime contractors. Key programs include Aegis, Patriot, Surface Electronic Warfare Improvement Program ("SEWIP"), Gorgon
Stare, Predator and Reaper. Mercury Systems operates across a broad spectrum of defense programs and we deliver our solutions
and services via two business units: (i) Mercury Commercial Electronics; and (ii) Mercury Defense Systems. In the fourth quarter
of fiscal 2014, we initiated a plan to divest our Mercury Intelligence Systems business unit. Consequently, its operating results are
included in discontinued operations for fiscal 2014 and prior periods (see Note C to the consolidated financial statements).
Mercury Commercial Electronics, or MCE, delivers affordable, innovative, commercially developed, specialized processing
subsystems for critical commercial, defense and intelligence applications. We deliver secure solutions that are secure and based
upon open architectures and widely adopted industry standards. We deliver rapid time-to-value and service and support to prime
defense contractors and commercial customers. MCE provides solutions to prime contractor customers on a variety of programs.
MCE also provides technology building blocks to Mercury Defense Systems on key classified and unclassified programs. MCE
has a legacy of embedded multi-computing and embedded sensor processing expertise. More recently, MCE has added substantial
capabilities around radio frequency ("RF") and microwave technologies as well as emerging new manufacturing capabilities to
bring design, production and test capabilities of our RF and microwave solutions to market on a more scalable basis.
Mercury Defense Systems, or MDS, provides significant capabilities relating to pre-integrated, open, affordable electronic
warfare ("EW"), electronic attack ("EA") and electronic counter measure ("ECM") subsystems, and signals intelligence ("SIGINT")
and electro-optical/infrared (EO/IR) technologies. MDS deploys these solutions on behalf of defense prime contractors and the
Department of Defense ("DoD"), leveraging commercially available technologies and solutions (or “building blocks”) from our
MCE business and other commercial suppliers. MDS leverages this technology to develop integrated sensor processing subsystems,
often including classified application-specific software and intellectual property ("IP") for the C4ISR (command, control,
communications, computers, intelligence, surveillance and reconnaissance), EW, and ECM markets. MDS brings significant
domain expertise to customers, drawing on over 25 years of experience in EW, SIGINT, and radar environment test and simulation.
Our two business units allow us to deliver capabilities that combine technology building blocks, deep domain expertise in
the defense sector and critical solution areas, and specialized skills in serving the DoD and the intelligence community.
Our consolidated revenues, (loss) from continuing operations and adjusted EBITDA for fiscal 2014 were $208.7 million,
$(4.1) million and $23.5 million, respectively. Our consolidated revenues, (loss) from continuing operations and adjusted EBITDA
for fiscal 2013 were $194.2 million, $(13.8) million and $9.9 million, respectively. See the Non-GAAP Financial Measures section
of this annual report for a reconciliation of our adjusted EBITDA to net loss from continuing operations.
Recent Developments
During fiscal 2014, we moved into our new manufacturing facility in Hudson, New Hampshire that provides a platform for
continued growth in our RF and microwave product lines. During the year, we consolidated four facilities into the new plant and
installed integrated business systems that will allow us to scale our RF and microwave capabilities both organically and through
potential future merger and acquisition activities.
During fiscal 2014, we announced a restructuring plan that was implemented as part of the final phase of integration activities
relating to our recent acquisitions. The integration plan includes the consolidation of manufacturing facilities, centralization of
administrative and manufacturing functions using common processes and integrated business systems and while rebalancing our
research and development investments to areas where we see the greatest potential for profitable growth. The restructuring plan
4
included the elimination of 70 positions largely in administrative, manufacturing and engineering functions. Additionally, we
closed four facilities relocating all related activities to the Company's Advanced Microelectronics Center ("AMC") in Hudson,
New Hampshire. During the fourth quarter of fiscal 2014, we also consolidated facilities at our corporate headquarters. These
restructuring expenses associated with our fiscal 2014 integration plan amounted to $5.4 million and affected both the MCE and
MDS reportable segments. Future restructuring expenses associated with the integration plan are expected to be approximately $3.1
million, which are currently expected to be incurred by the end of the second quarter of fiscal 2015.
Our History
Since 1981, we have operated as a provider of advanced embedded computing products primarily for end markets in the
defense industry. Over time, we expanded our business to focus on a number of commercial end markets, including the
biotechnology, embedded systems and professional services, visual imaging software and life sciences markets. While this strategy
was designed to expand our target market, in the mid-2000’s many of these new businesses required large investments, which
significantly reduced our profitability, and we found ourselves spread across several disparate, unprofitable end-user segments.
In November 2007, we embarked on a strategy to refocus the business and return to growth and profitability. Since then, we
have successfully sold or shut down five non-core business units, returned the Company to profitability and growth for four
consecutive years, and transformed the Company into a provider of commercially developed, specialized processing subsystems,
and services for critical commercial, defense and intelligence applications. Fiscal 2013 was a challenging year in light of uncertainty
within the defense sector while fiscal 2014 was a return to revenue growth and improved operating performance. Despite macro-
industry challenges, fiscal 2014 highlights for the Company included:
•
•
•
record bookings of $246.8 million with a 1.2 book-to-bill ratio;
record backlog of $174.1 million;
revenue growth of 7%;
• doubling of adjusted EBITDA to $23.5 million; and
• completed 80% of acquisition integration plan generating $13 million of gross annualized savings.
Over the past seven years, we continued to have success on programs such as Aegis, Global Hawk, Gorgon Stare, Predator
and Reaper and have reinvested in our business. We improved our position in our target markets, with major design wins including
the Patriot missile program, and SEWIP, the EW improvement program for surface vessels to counteract a variety of emerging
threats. In fiscal 2010, we grew organically, improved our working capital position and profitability metrics, continued to refresh
our product portfolio, and grew our services and systems integration business. We strengthened our position in our core intelligence,
surveillance and reconnaissance ("ISR"), EW and ballistic missile defense markets. In fiscal 2011 and 2012, we continued to
strengthen and grow our core business by enhancing our product portfolio and increasing our ISR, EW, and missile defense system
domain expertise and capabilities. During fiscal 2013, we addressed significant industry headwinds aggressively by aligning our
cost structure to lower revenue levels via two restructuring actions. These initiatives reduced our operating expenses by
approximately $22 million annually. In addition, we acquired unique EW program capabilities through the acquisition of
Micronetics early in fiscal 2013. During fiscal 2014, we completed the bulk of the integration of our recent acquisitions, including
consolidating four facilities, moving into a new Advanced Microelectronics Center, and installing integrated business systems.
Together, with the actions completed in the third quarter of fiscal 2014, we have cumulatively completed actions totaling nearly
$13 million, or 80%, of the $16 million of planned annualized savings; and we created a business and operations platform that we
can continue to grow organically and scale through future acquisitions.
We continue to be successful on our existing programs and to pursue new design wins on high growth, high priority programs.
In response to new and emerging threats, and the need for better intelligence in shorter time frames, we have developed new
products and capabilities that, in conjunction with our customers, seek to address those areas of concern. We have also grown and
anticipate growing further through acquisitions that will complement, strengthen and grow our core business. While we look at
acquisitions on an on-going basis, we also are doing this as we balance our assessment of the industry environment, our business
outlook and the potential to further build-out the sensor processing chain, all while also prudently managing the business. As a
result of these efforts, we believe we are well-positioned to capture existing and future growth opportunities in our end markets.
We also continually look at our organizational, product development, and go-to-market capabilities to ensure we maintain an
orientation towards “time to value” for our customers. This approach will help us reach our goal of providing the best solutions
as we apply our commercially developed technologies to solve complex customer problems.
5
Our Market Opportunity
Our market opportunity is defined by the growing demand for domestically designed and manufactured advanced sensor
and mission processing capabilities for critical defense and intelligence applications. Our primary market has historically been the
defense sector, specifically C4ISR (command, control, communications, computers, intelligence, surveillance and reconnaissance),
EW, and ballistic missile defense; and commercial markets, which include commercial communications and other commercial
computing applications. We believe we are well-positioned in growing, sustainable market segments of the defense sector that
leverage advanced technology to improve warfighter capability and provide enhanced force protection capabilities.
We believe there are a number of evolving trends that are reshaping our target market and accordingly provide us with
attractive growth opportunities, including:
The defense electronics market is expected to grow in government fiscal 2015, in spite of DoD budget uncertainty, opaque
execution of the U.S. budget sequestration mandate, and on-going uncertainty around future spending. According to The Teal
Group, the defense electronics market is projected to increase from $41.7 billion in government fiscal 2014 to $42.8 billion in
government fiscal 2015. Defense electronic spending represents approximately 6% of the total DoD spending annually. We believe
ISR, EW and ballistic missile defense have a high priority for future DoD spending. We have positioned ourselves well in these
important areas and have won a position on many programs and platforms. We continue to build on our strengths in the design
and development of performance optimized electronic sub-systems for the ISR and EW markets. As a leader in these markets, we
often contract with multiple defense prime contractors as they bid for a particular project, thereby increasing our chance of a
successful outcome.
The rapidly expanding demand for tactical ISR is leading to significant growth in sensor data being generated, causing even
greater demand for the capability of our products to process data onboard platforms. An increase in the prevalence and resolution
of ISR sensors is generating significant growth in the associated data that needs to be turned into information for the warfighter
in a timely manner. In addition, several factors are driving the defense and intelligence industries to demand greater capability to
collect and process data onboard the aircraft, unmanned aerial vehicles, or UAVs, ships and other vehicles, which we refer to
collectively as platforms. Each platform has limited communications bandwidth and cannot realistically transmit all the data that
is collected onboard the platform, and this problem will increase over time as sensor generated data will continue to outstrip data
communication capabilities. Looking forward, we believe our armed forces will need platforms that operate more autonomously
and possibly in denied communication environments. In addition, the platforms themselves require increased persistence, and
reducing the need to communicate data off the platform can help increase the ability of the platform to remain on or fly above the
battlefield for extended periods. Finally, the scarcity and cost of human analysts, the demand for timely and relevant quality
information and the increasing need to fuse data not only from multiple onboard sensors but also with intelligence generated from
other platforms is causing even greater demand for the onboard processing capabilities our products provide.
Rogue nations’ missile programs and threats from peer nations are causing greater investment in new EW and ballistic
missile defense capabilities. There are a number of new and emerging threats, such as peer nations developing stealth technologies,
including stealth aircraft and new anti-ship ballistic missiles that potentially threaten the U.S. naval fleet. Finally, U.S. armed
forces require enhanced signals intelligence and jamming capabilities. In response to these emerging threats, we have engaged in
the following:
• we provide the core radar processing on both the Aegis ballistic missile defense system as well as the Patriot missile
system, a ground-based missile defense platform;
• we provide advanced RF, microwave and digital products for the U.S. Navy's SEWIP Block 2 program, designed to
upgrade the Naval Surface Fleet EW capability and counteract a range of new emerging threats;
• we provide radar processing capabilities for the F-22 Raptor and F-35 Joint Strike Fighter, the latest generation of U.S.
stealth-enabled fighters;
• we provide RF and microwave content for the U.S. Airforce F-15 EW upgrade program, designed to provide fighter jets
with advanced radar warning and countermeasures capabilities. This is applicable to both U.S. DoD and foreign military
sales; and
•
to respond to the need for the modernization and upgrades to radar capabilities on the F-16, we recently achieved a new
design win for the next generation of the Scalable Agile Beam Radar, or SABR, program.
The long-term DoD budget pressure is pushing more dollars toward upgrades of the electronic sub-systems on existing
platforms, which may increase demand for our products. The DoD is moving from major new weapons systems developments to
upgrades of the electronic sub-systems on existing platforms. These upgrades are expected to include more sensors, signal
processing, ISR algorithms, multi-intelligence fusion exploitation, computing and communications. We believe that upgrades to
provide new urgent war fighting capability, driven by combatant commanders, are occurring more rapidly than traditional defense
6
prime contractors can easily react to. We believe these trends will cause defense prime contractors to increasingly seek out our
high performance, cost-effective open architecture products.
Defense procurement reform is causing the defense prime contractors to outsource more work to commercial companies.
The U.S. government is intensely focused on making systems more affordable and shortening their development time. As a company
that provides commercial items to the defense industry, we believe our products are often more affordable than products with the
same functionality developed by a defense prime contractor. Defense prime contractors are increasingly being asked to work under
firm fixed price contract awards, which can pressure profit margins and increase program risk. Defense prime contractors are also
being asked to produce systems much more rapidly than they have in the past. In addition, the U.S. government is demanding
more use of commercial items and open system architectures. In this budget environment, there are fewer research and development
dollars available with which defense prime contractors can invest early-on to differentiate their offerings while competing for new
program awards or re-competes. As a result, defense prime contractors are generally trying to adjust their cost model from a high
fixed cost model to a variable cost model. All of these factors are providing incentives for defense prime contractors to outsource
more work to subcontractors with significant expertise and cost-effective technology capabilities, and we have transformed our
business model over the last several years to address these long-term outsourcing needs and other trends.
Our Business Strategy
Our strategy is built around our key strengths as a provider of commercially developed, specialized processing subsystems
and services for critical commercial, defense, and intelligence applications. By driving this strategy consistently, we are able to
help our customers, mostly defense prime contractors, to reduce program cost, minimize technical risk, and stay on-schedule.
Tactically, we have a well earned reputation of relentless execution on behalf of our customers that supports the successful evolution
of our strategy.
We intend to accelerate our strategic direction through continued investment in advanced new products and solutions
development in the fields of radio frequency, analog-to-digital and digital to analog conversion, advanced multi- and many-core
sensor processing systems including GPUs, embedded security, digital storage, and digital radio frequency memory ("DRFM")
solutions as well as software defined communications capabilities. We leverage our engineering development services including
systems integration to accelerate our move to become a commercial outsourcing partner to the large defense prime contractors as
they seek the more rapid design, development and delivery of affordable, commercially developed, open sensor processing solutions
within the markets we serve. Our services-led engagements can help lead to long-term production sub-system annuity revenues
that will continue long after the initial services are delivered. This business model positions us to be paid for work we would have
previously expensed through our own income statement, to team concurrently with multiple defense prime contractors as they
pursue new business with the government, and to engage with our customers much earlier in the design cycle and ahead of our
competition. In fiscal 2013 and 2014, we have substantially added to our technology portfolio by adding capabilities in RF and
microwave subsystems and components as critical building blocks to support programs in EW, EA, and ECM.
Key elements of our strategy to accomplish our continued growth objectives include:
Achieve Design Wins on High Growth, High Priority Defense Programs. We believe our advanced embedded sensor
processing solutions position us well going forward to capture design wins on key high growth, high priority defense programs
within our targeted segments of the C4ISR market. We have won designs in persistent ISR related signals intelligence payloads
on UAVs and other aerial platforms. As a result of these successes, we now have significant content on major UAV platforms,
including Global Hawk, Predator, Triton, Reaper and Gorgon Stare. Our ballistic missile defense wins include additional designs
on the Aegis program, as well as wins on the Patriot missile program. In EW, we have won key designs related to the U.S. Navy's
SEWIP program and the Ships Signal Exploitation Equipment ("SSEE") programs. Additional wins in the critical EW space include
the Navy's Filthy Badger and Filthy Buzzard programs, focusing on vulnerability assessment and training for manned aircraft.
Together, these wins represent substantial opportunity for us in the years ahead.
Continue to Provide Excellent Performance on Our Existing Programs. The foundation for our growth remains our continued
involvement with existing programs that are in late-stage development or currently in production, such as Aegis, the F-35 Joint
Strike Fighter, Patriot missile, the F-16 and F-15 aircrafts, the Global Hawk, Predator and Reaper UAVs, the P-8 MMA as well as
the Suite of Integrated Radio Frequency Countermeasures ("SIRFIC") program. As part of a long-term reprioritization, the DoD
is shifting its emphasis from major new weapons systems development to upgrades of existing programs and platforms. We believe
the upgrades on these programs focus on four key areas: improved sensors; more advanced on-board embedded computing;
enhanced ISR algorithms; and better communications on and off the platform. A key element of our strategy is to continue to
provide high performance, cost-effective solutions on these programs and for these customers.
Pursue Strategic, Capability-Enhancing Acquisitions. We will continue to pursue strategic acquisitions to augment our
businesses using the following strategies: adding technologies or products that expand MCE's core business by competing more
7
effectively in the ISR, EW, and missile defense markets; adding content and services to the defense programs and platforms in
which we currently participate or could participate in the future and enhancing key customer relationships and forming relationships
with potential new customers. Our acquisitions of LNX and KOR in fiscal 2011 and 2012 supported these objectives. Adding LNX
to our business significantly strengthened our product portfolio in radio frequency and our capabilities in signals intelligence and
EW. Similarly, adding KOR has brought key domain expertise in EW and capabilities with DRFM technologies that combine well
with the RF domain expertise of LNX and the embedded computing and packaging design expertise developed organically at
Mercury. Our acquisition of Micronetics in fiscal 2013 expanded our RF and microwave technology and subsystems integration
capabilities. Our acquisition strategy also focuses on broadening our program and customer base.
Capitalize on Outsourcing and Other Dynamics in the Defense Industry. We are well-positioned to take advantage of several
changing dynamics in the defense industry. Defense prime contractors are increasingly being awarded firm fixed price contracts.
These contracts shift risk to the defense prime contractors, and as a result they are beginning to outsource increasing levels of sub-
system development and production and other higher value program content. In addition, the U.S. government is shifting toward
shorter program timelines, which require increased flexibility and responsiveness from defense prime contractors. Finally, more
programs are moving to open systems architectures encompassing best-of-breed capabilities. We believe that these dynamics will
result in defense prime contractors outsourcing increasing levels of program content to us as a provider of differentiated products,
sub-systems engineering services and system integration.
Leverage Our Research and Development Efforts to Anticipate Market Needs and Maintain our Technology Leadership.
Our high performance, quick reaction sub-systems and capabilities require increasingly more sophisticated hardware, software
and middleware technology. In addition, as the defense industries shift to products with open systems architectures, we believe
that our software expertise will become increasingly important and differentiates us from many of our competitors as we have the
ability to map complex algorithms onto size, weight, and power-constrained on-board embedded sensor processing solutions. We
have substantially and will continue to refresh both our sensor processing and multicomputer product lines while increasing our
product development velocity. Faster product development velocity aligns us with the U.S. government’s demands on the defense
prime contractors for quick reaction capabilities. By shortening our product development times, we have been able to quickly
launch the products we need to win new designs from the defense prime contractor community that will ultimately generate
bookings and revenue for us. We intend to continue to utilize company and customer-funded research and development, as well
as our acquisition strategy, to develop technologies, products and solutions that have significant potential for near-term and long-
term value creation in the defense industry. We devote significant resources in order to anticipate the future requirements in our
target defense markets, including monitoring and pioneering advances in advanced embedded computing hardware and software,
anticipating changes in U.S. government spending and procurement practices and leveraging insight from direct interaction with
our customers.
Our Competitive Strengths
We believe the following competitive strengths will allow us to take advantage of the evolving trends in our industry and
successfully pursue our business strategy:
Sub-System Solutions Provider for the C4ISR and EW Markets. Through our commercially developed, specialized processing
subsystem solutions, we address the challenges associated with the collection and processing of massive, continuous streams of
data and dramatically shorten the time that it takes to give information to U.S. armed forces at the tactical edge. Our solutions are
specifically designed for flexibility and interoperability, allowing our products to be easily integrated into larger system-level
solutions. Our ability to integrate sub-system-level capabilities allows us to provide solutions that most effectively address the
mission-critical challenges within the C4ISR market, including multi-intelligence data fusion and intelligence processing onboard
the platform. We leverage our deep expertise in embedded multi-computing, embedded sensor processing, with the recent addition
of our RF and microwave subsystems and components, to provide solutions across the sensor processing chain. Our deep domain
knowledge within MDS rounds-out our full capabilities in service to our prime contractor and DoD customers.
Diverse Mix of Stable, High Growth Programs Aligned with DoD Funding Priorities. Our products and solutions have been
deployed on more than 300 different programs and over 25 different defense prime contractors. We serve high priority markets
for the DoD and foreign militaries, such as UAVs, ballistic missile defense, airborne reconnaissance, EW, ECM, and have secured
positions on mission-critical programs including Aegis, Predator and Reaper UAVs, F-35 Joint Strike Fighter, Patriot missile, and
SEWIP. In addition, we consistently leverage our technology and capability across 15 to 20 programs on an annual basis, providing
significant operating leverage and cost savings.
Value-Added Sub-System Solution Provider for Defense Prime Contractors. Because of the DoD’s shift towards a firm fixed
price contract procurement model, an increasingly uncertain budgetary and procurement environment, and increased budget
pressures from both the U.S. and allied governments, defense prime contractors are accelerating their move towards outsourcing
opportunities to help mitigate the increased program and financial risk. Our differentiated advanced sensor processing solutions
8
offer meaningful capabilities upgrades for our customers and enable the rapid, cost-effective deployment of systems to the end
customer. We believe our open architecture sub-systems offer differentiated sensor processing and data analytics capabilities that
cannot be easily replicated. Our solutions minimize program risk, maximize application portability, and accelerate customers’ time
to market.
MDS Enables the Delivery of Platform-Ready Solutions for Classified Programs. MDS was created in fiscal 2013 to enable
us to directly pursue systems integration opportunities within the DoD. On top of that, we now have the ability, within MDS, to
draw on the critical subsystem innovations from MCE. We believe the development work through MDS will provide us leverage
and implement key classified government intellectual property, including critical intelligence and signal processing algorithms.
Within MDS, we will also be able to leverage our combination of domain knowledge, plus building blocks from MCE to serve
the needs of our core defense prime contractor customer base. We believe that MDS also provides us the opportunity to directly
integrate these building blocks along with intellectual property onto our existing MCE business, enabling us to deliver affordable,
platform-ready integrated ISR sub-systems that leverage our open architecture solutions and address key government technology
and procurement concerns. MDS operations in this environment will also influence future product development so that critical
future needs can be met in a timely manner.
Advanced Microelectronics Centers. Our Advanced Microelectronics Centers (“AMCs”) in Hudson, New Hampshire and
West Caldwell, New Jersey design, build and test both RF and microwave components and subsystems in support of a variety of
key customer programs. With our fiscal 2014 move into our new AMC in Hudson, New Hampshire, including the installation of
integrated business systems into both our AMCs, we have a platform for scalable, continued growth in our RF and microwave
product lines. With our company-wide focus on continuous improvement in our security policies and practices, our AMCs, like
most of our facilities, have earned Superior security ratings in vulnerability assessments conducted by the Defense Security Service
(DSS). A Superior rating, the highest level awarded to cleared defense contractors by DSS, is awarded to contractors that consistently
and fully implement the requirements of the National Industrial Security Program Operating Manual in an effective fashion,
resulting in a security posture that is superior to other contractors of similar size and complexity. Our scalable microelectronics
manufacturing operations at our AMCs enable rapid, cost-effective deployment of RF and microwave solutions to our customers.
Long-Standing Industry Relationships. We have established long-standing relationships with defense prime contractors, the
U.S. government and other key organizations in the defense industry over our 30 years in the defense electronics industry. Our
customers include BAE Systems, the Boeing Company, Exelis, Lockheed Martin Corporation, Northrop Grumman Corporation,
and Raytheon Company. Over this period, we have become recognized for our ability to develop new technologies and meet
stringent program requirements. We believe we are well-positioned to maintain these high-level customer engagements.
Proven Management Team. Over the past several years, our senior management team has refocused the Company on its
economic core, developed a long-term compelling strategy for the defense markets and restored profitability to the business. Having
completed these critical steps to rebuild the Company and with a senior management team with significant experience in growing
and scaling businesses, both through operating execution and acquisitions, we believe that we have demonstrated our operational
capabilities and we are well-positioned for the next phase to transform, grow and scale our business.
Our Solutions and Products
Services
As part of our strategy, we are focusing on being a commercial outsourcing partner to the large defense prime contractors
as they seek the more rapid design, development and delivery of affordable, commercially developed, specialized processing
solutions within the markets we serve. We deliver sub-system level engineering expertise as well as ongoing systems
integration services addressing our strategy to capitalize on the multi-billion dollar sub-system market within the defense
embedded electronics market segment.
As the U.S. government mandates more outsourcing and open standards, a major shift is occurring within the defense prime
contractor community towards procurement of integrated sub-systems that enable quick application level porting through standards-
based methodologies. We believe that our core expertise in this area is well aligned to capitalize on this trend. By leveraging our
open architecture and high performance modular product set, we provide defense prime contractors with rapid deployment and
quick reaction capabilities through our professional services and systems integration offerings. This results in less risk for the
defense prime contractors, shortened development cycles, quicker solution deployment and reduced lifecycle costs.
We define service revenues as revenue from activities that are not associated with the design, development, production, or
delivery of tangible assets, software or specific capabilities sold by us. Examples of our service revenues include: analyst services
and systems engineering support, consulting, maintenance and other support, testing and installation. We combine our product and
9
service revenues into a single class as services revenues do not exceed 10 percent of total revenues. A significant portion of our
services revenues is provided by our MIS operating segment, which is now classified as a discontinued operation.
Software Products
We actively design, market and sell complete software and middleware environments to accelerate development and execution
of complex signal and image processing applications on a broad range of heterogeneous, multi-computing platforms. Our software
suite is based on open standards and includes heterogeneous processor support with extensive high performance math libraries,
multi-computing fabric support, net-centric and system management enabling services, extended operating system services, board
support packages and development tools.
Our software is developed using some of the most advanced integrated development environments ("IDE’s"), such as Eclipse,
and our work is done on multiple platforms including open source platforms such as Linux. Our software development teams are
schooled in the most up-to-date software development methodologies.
Our software and middleware provides customer application-level algorithm portability across rapidly evolving hardware
processor types with math and input/output, or I/O, interfaces running at industry leading performance rates. In order to develop,
test and integrate software ahead of hardware availability, we have invested in the notion of a Virtual Multi-Computer. The Virtual
Multi-Computer model allows for concurrent engineering internally and with customers to accelerate time to deployment, improve
quality and reduce development costs. In most cases, these software products are bundled together with broader solutions including
hardware and/or services, while in other cases they are licensed separately.
Our multi-computer software packages are marketed and licensed under the MultiCore Plus® registered trademark. These
software products are a key differentiator for our systems business and represent only a modest amount of stand-alone revenue.
We generally charge a user-based development license fee and bundle software run-time licenses with our hardware. We offer a
standards-based software value proposition to our customers and provide this offer through several integrated software packages
and service offerings.
Hardware Products
We offer a broad family of products designed to meet the full range of requirements in compute-intensive, signal processing
and image processing applications, multi-computer interconnect fabrics, sensor interfaces and command and control functions.
To maintain a competitive advantage, we seek to leverage technology investments across multiple product lines. We are also
influential in the industry-standard organizations associated with our market segments. For example, we started the OpenVPXTM
initiative with the goal of providing customers with multi-vendor interoperable hardware built to well-defined system standards.
We continue to leverage our embedded high performance processing technologies with our Intel server-class processing products
as well as graphics based processor ("GPGPU") products. While this multi-computing and embedded processing technology is a
core skill of Mercury Systems, the size, weight, and power ("SWaP") constraints that occur concurrent with the high performance
embedded processing create unique challenges. For example, with the heat build-up involved in small subsystems, we introduced
a key innovation in fiscal 2013 designed to address this challenge. The technology is called Air-Flow-ByTM and it allows previously
unattainable levels of processing power within a small footprint by effectively removing heat so the server-class processors can
perform at maximum designed power limits. In rugged environments where air is limited, such as high altitude operations, a
technology developed in fiscal 2014 called Liquid-Flow-ByTM has been successfully customer tested allowing maximum server-
class processor performance in high altitude missions. These innovative cooling techniques for the first time allow full performance
server-class processing in rugged environments enabling new and advanced modes of operation that enhance the multi-intelligence,
situational awareness and EW capabilities in military platforms.
Our hardware products are typically compute-intensive and require extremely high inter-processor bandwidth and high I/O
capacity. These systems often must also meet significant size, weight and power constraints for use in aircraft, UAVs, ships and
other vehicles, and be ruggedized for use in highly demanding use environments. They are used in both commercial industrial
applications, such as ground radar air traffic control, and advanced defense and intelligence applications, including space-time
adaptive processing, synthetic aperture radar, airborne early warning, command, control, communication and information systems,
mission planning, image intelligence and signal intelligence systems. Our products transform the massive streams of digital data
created in these applications into usable information in real time. The systems can scale from a few processors to thousands of
processors.
We group our hardware products into the following categories:
•
signal and image processing, multi-computer and sensor interfaces, including embedded processing boards, switch
fabric boards, high speed input/output boards, digital receiver boards, and chassis-based systems using air, conduction,
and proprietary cooling technologies;
10
• RF and microwave assemblies, including tuners, converters, transceivers, and switch filters; and
• RF and microwave components, including power amplifiers and limiters, switches, oscillators, and equalizers.
To address the current challenges facing the war fighter, our government and defense prime contractors, we have developed
a new product architecture that supports a more dynamic, iterative, spiral development process by leveraging open architecture
standards and leading-edge commercial technologies and products. Configured and productized as integrated sub-systems,
customers can rapidly and cost-effectively port and adapt their applications to changing threats.
Our open architecture is carried throughout our entire Ensemble® product line from the very small form-factor sub-systems
to the high-end, where ultimate processing power and reliability is of paramount importance to the mission. Our commercially-
developed hardware and software product capabilities cover the entire ISR spectrum from acquisition and digitization of the signal,
to processing of the signal, through the exploitation and dissemination of the information. We work continuously to improve our
hardware technology with an eye toward optimization of SWaP demands, as outlined above.
Research and Product Development
Our research and development efforts are focused on developing new products and systems as well as enhancing existing
hardware and software products in mission, signal and image processing. Our research and development goal is to fully exploit
and maintain our technological lead in the high-performance, real-time sensor processing industry. Expenditures for research and
development amounted to $35.7 million in fiscal 2014, $32.6 million in fiscal 2013 and $46.0 million in fiscal 2012. As of June 30,
2014, we had 215 employees, including hardware and software architects and design engineers, primarily engaged in engineering
and research and product development activities. These individuals, in conjunction with our sales team, also devote a portion of
their time to assisting customers in utilizing our products, developing new uses for these products and anticipating customer
requirements for new products.
Manufacturing
Mercury Commercial Electronics
The majority of our sales are produced in International Organization for Standardization, or ISO, 9001:2000 quality system
certified facilities. The current scope of delivered hardware products includes commercial and industrial class printed circuit board
assemblies (modules), complex chassis systems, and RF & microwave components and subsystems.
Our printed circuit board assemblies and chassis systems' manufacturing operations consist primarily of materials planning
and procurement, final assembly and test and logistics (inventory and traffic management). We subcontract the assembly and
testing of most embedded multi-computing products to contract manufacturers in the U.S. to build to our specifications. We
currently rely primarily on one contract manufacturer. We have a comprehensive quality and process control plan for each of our
products, which include an effective supply chain management program and the use of automated inspection and test equipment
to assure the quality and reliability of our products. We perform most post sales service obligations (both warranty and other
lifecycle support) in-house through a dedicated service and repair operation. We periodically review our contract manufacturing
capabilities to ensure we are optimized for the right mix of quality, affordability, performance and on-time delivery.
We built out a new microelectronics facility in Hudson, New Hampshire that opened during fiscal 2014. This new facility
consolidated the former microelectronics operations in Salem, New Hampshire and Hudson, New Hampshire as well as the former
facilities in Ewing, New Jersey and Monroe, Connecticut. This new facility is specifically aimed at providing scalable manufacturing
within our critical RF and microwave businesses. We leverage best practices in design, development, manufacturing and materials
handling at this facility. The facility is part of our Advanced Microelectronics Centers, which includes our RF/microwave subsystems
group in West Caldwell, New Jersey. The Advanced Microelectronics Centers design, build and test both RF and microwave
components and subsystems in support of a variety of key customer programs.
Although we generally use standard parts and components for our products, certain components, including custom designed
ASICs, static random access memory, FPGAs, microprocessors and other third-party chassis peripherals (single board computers,
power supplies, blowers, etc.), are currently available only from a single source or from limited sources. With the exception of
certain components that have gone “end of life”, we strive to maintain minimal supply commitments from our vendors and generally
purchase components on a purchase order basis as opposed to entering into long-term procurement agreements with vendors. We
have generally been able to obtain adequate supplies of components in a timely manner from current vendors or, when necessary
to meet production needs, from alternate vendors. We believe that, in most cases, alternate vendors can be identified if current
vendors are unable to fulfill needs.
11
Mercury Defense Systems
MDS designs, develops, and manufactures digital radio frequency memory (“DRFM”) units for a variety of modern EW
applications, as well as radar environment simulation and test systems for defense and intelligence applications. MDS develops
high performance SIGINT payloads and electro-optical/infrared (EO/IR) technologies for small UAV platforms as well as powerful
onboard UAV processor systems for real-time Wide Area Motion Imagery ("WAMI").
Competition
Mercury Commercial Electronics
MCE operates in a highly competitive marketplace characterized by rapidly changing technology, frequent product
performance improvements, increasing speed of deployment to align with warfighters’ needs, and evolving industry standards and
requirements coming from our customers or the DoD. Competition typically occurs at the design stage of a prospective customer’s
product, where the customer evaluates alternative technologies and design approaches.
The principal competitive factors in our market are price/performance value proposition, available new products at the time
of design win engagement, services and systems integration capability, effective marketing and sales efforts, and reputation in the
market. Our competitive strengths include innovative engineering in both hardware and software products, sub-system design
expertise, advanced packaging capability to deliver the most optimized size, weight and power solution possible, our ability to
rapidly respond to varied customer requirements, and a track record of successfully supporting many high profile programs in
both the commercial and defense markets. There are a limited number of competitors across the market segments and application
types in which we compete. Some of these competitors are larger and have greater resources than us. Some of these competitors
compete against us at purely a board-level, others at a sub-system level. We also compete with in-house design teams at our
customers. The DoD as well as the defense prime contractors are pushing for more outsourcing of sub-system designs to mitigate
risk and to enable concurrent design of the platform which ultimately leads to faster time to deployment. We have aligned our
strategy to capitalize on that trend and are leveraging our long standing sub-system expertise to provide this value to our customers.
Mercury Defense Systems
MDS competes with many specialized providers of EW-related solutions, test and simulation and SIGINT capabilities. These
competitors range from small specialized pure play providers with limited solutions capabilities to full scale integrated providers
who can provide large scale solutions and subsystems.
We work directly with the DoD as well as with defense prime contractors. We can help drive subsystem development and
deployment in both a classified and unclassified environment. We can produce DRFM based ECM solutions for tactical, testing
and training applications. We have developed, within MDS, high performance SIGINT payloads for small UAV platforms as well
as powerful onboard UAV processor systems for real-time Wide Area Motion Imagery ("WAMI"). These systems digest multiple
simultaneous image sources to produce imagery for storage and exploitation. MDS has the ability to drive engineering experience,
understanding of customer needs in critical domains, and then leverage MCE's building blocks, SWaP and packaging expertise
and embedded processing legacy of excellence.
Intellectual Property and Proprietary Rights
As of June 30, 2014, we held 39 patents of varying duration issued in the United States. We file U.S. patent applications
and, where appropriate, foreign patent applications. We also file continuations to cover both new and improved designs and
products. At present, we have several U.S. and foreign patent applications in process.
We also rely on a combination of trade secret, copyright, and trademark laws, as well as contractual agreements, to safeguard
our proprietary rights in technology and products. In seeking to limit access to sensitive information to the greatest practical extent,
we routinely enter into confidentiality and assignment of invention agreements with each of our employees and consultants and
nondisclosure agreements with our key customers and vendors.
Backlog
As of June 30, 2014, we had a backlog of orders aggregating approximately $174.1 million, of which $144.0 million is
expected to be delivered within the next twelve months. As of June 30, 2013, backlog was approximately $136.1 million. The
defense backlog at June 30, 2014 was $160.8 million, a $47.9 million increase from June 30, 2013. We include in our backlog
customer orders for products and services for which we have accepted signed purchase orders, as long as that order is scheduled
to ship or invoice in whole, or in part, within the next 24 months. Orders included in backlog may be canceled or rescheduled by
customers, although the customer may incur cancellation penalties depending on the timing of the cancellation. A variety of
12
conditions, both specific to the individual customer and generally affecting the customer’s industry, may cause customers to cancel,
reduce or delay orders that were previously made or anticipated. We cannot assure the timely replacement of canceled, delayed or
reduced orders. Significant or numerous cancellations, reductions or delays in orders by a customer or group of customers could
materially and adversely affect our results of operations or our ability to predict future revenues. Backlog should not be relied
upon as indicative of our revenues for any future period.
Employees
At June 30, 2014, we employed a total of 632 people excluding contractors, including 215 in research and development, 63
in sales and marketing, 251 in manufacturing and customer support and 103 in general and administrative functions. We have five
employees located in Europe, one located in Japan, and 626 located in the United States. We do not have any employees represented
by a labor organization, and we believe that our relations with our employees are good.
Customers
Our revenues were concentrated in three defense prime contractors including Lockheed Martin Corporation, Raytheon
Company and Northrop Grumman Corporation for the years ended June 30, 2014, 2013 and 2012. These three defense prime
contractors comprised an aggregate of 43%, 38% and 56% of our revenues in each of the years ended June 30, 2014, 2013 and
2012, respectively.
WEBSITE
We maintain a website at www.mrcy.com. We make available on our website, free of charge, our annual report on Form 10-
K, quarterly reports on Form 10-Q, and current reports on Form 8-K, including exhibits and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such
reports are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Our code of business
conduct and ethics is also available on our website. We intend to disclose any future amendments to, or waivers from, our code
of business conduct and ethics within four business days of the waiver or amendment through a website posting or by filing a
current report on Form 8-K with the SEC. Information contained on our website does not constitute part of this report. Our reports
filed with, or furnished to, the SEC are also available on the SEC’s website at www.sec.gov.
OTHER INFORMATION
EchoCore, Echotek, Ensemble, PowerStream, RACE++ and MultiCore Plus are registered trademarks, and Mercury Systems,
Innovation that Matters, Air Flow-By, Liquid Flow-By, Application Ready Subsystem, ARS, POET, and StreamDirect are
trademarks of Mercury Systems, Inc. OpenVPX is a trademark of the VMEbus International Trade Association. All other trademarks
and registered trademarks are the property of their respective holders, and are hereby acknowledged.
ITEM 1A.
RISK FACTORS:
We depend heavily on defense electronics programs that incorporate our products and services, which may be only
partially funded and are subject to potential termination and reductions and delays in government spending.
Sales of our application ready subsystems, digital, microwave, RF components, and related services, primarily as an indirect
subcontractor or team member with defense prime contractors, and in some cases directly, to the U.S. government and its agencies,
as well as foreign governments and agencies, accounted for approximately 92%, 90%, and 94% of our total net revenues in fiscal
2014, 2013, and 2012, respectively. Our products and services are incorporated into many different domestic and international
defense programs. Over the lifetime of a defense program, the award of many different individual contracts and subcontracts may
impact our products’ requirements. The funding of U.S. government programs is subject to Congressional appropriations. Although
multiple-year contracts may be planned in connection with major procurements, Congress generally appropriates funds on a fiscal
year basis even though a program may continue for many years. Consequently, programs are often only partially funded initially,
and additional funds are committed only as Congress makes further appropriations and prime contracts receive such funding. The
reduction or delay in funding or termination of a government program in which we are involved would result in a loss of or delay
in receiving anticipated future revenues attributable to that program and contracts or orders received. The U.S. government could
reduce or terminate a prime contract under which we are a subcontractor or team member irrespective of the quality of our products
or services. The termination of a program or the reduction in or failure to commit additional funds to a program in which we are
involved could negatively impact our revenues and have a material adverse effect on our financial condition and results of operations.
The U.S. defense budget frequently operates under a continuing budget resolution, which increases revenue uncertainty and
volatility. During fiscal 2013, the Presidential election, bipartisan gridlock in Congress, a continuing budget resolution, and the
implementation of defense budget sequestration impacted our revenues and increased uncertainty in our business and financial
13
planning. For fiscal 2015 and beyond, the potential for further bipartisan gridlock in Congress, another continuing budget resolution,
and the defense industry operating under sequestration may continue to adversely impact our revenues and increase uncertainty
in our business and financial planning. In addition, delays in the funding for new or existing programs, or of the defense appropriation
generally, could negatively impact our revenues and have a material adverse effect on our financial condition and results of
operations for the period in which such revenues were originally anticipated.
Economic conditions could adversely affect our business, results of operations and financial condition.
The world’s financial markets have experienced turmoil, characterized by reductions in available credit, volatility in security
prices, rating downgrades of investments, and reduced valuations of securities. These events have materially and adversely impacted
the availability of financing to a wide variety of businesses, including small businesses, and the resulting uncertainty has led to
reductions in capital investments, overall spending levels, future product plans, and sales projections across many industries and
markets. These trends could have a material adverse impact on our business. These trends could also impact our financial condition
and our ability to achieve targeted results of operations due to:
•
•
•
•
•
reduced and delayed demand for our products;
increased risk of order cancellations or delays;
downward pressure on the prices of our products;
greater difficulty in collecting accounts receivable; and
risks to our liquidity, including the possibility that we might not have access to our cash and short-term investments or
to our line of credit when needed.
Further, the funding of the defense programs that incorporate our products and services is subject to the overall
U.S. government budget and appropriation decisions and processes, which are driven by numerous factors beyond our control,
including geo-political, macroeconomic, and political conditions. Increased federal budget deficits could result in reduced
Congressional appropriations, such as defense budget sequestration, for the defense programs that use our defense electronics
products and services. In addition, Congress could fund U.S. government operations through a continuing budget resolution without
approving a formal budget for the government fiscal year, thereby potentially reducing or delaying the demand for our products.
We are unable to predict the likely duration and severity of adverse economic conditions in the United States and other countries,
but the longer the duration or the greater the severity, the greater the risks we face in operating our business.
We face other risks and uncertainties associated with defense-related contracts, which may have a material adverse effect
on our business.
Whether our contracts are directly with the U.S. government, a foreign government, or one of their respective agencies, or
indirectly as a subcontractor or team member, our contracts and subcontracts are subject to special risks. For example:
• Changes in government administration and national and international priorities, including developments in the geo-
political environment, could have a significant impact on national or international defense spending priorities and the
efficient handling of routine contractual matters. These changes could have a negative impact on our business in the
future.
• Our contracts with the U.S. and foreign governments and their defense prime contractors and subcontractors are subject
to termination either upon default by us or at the convenience of the government or contractor if, among other reasons,
the program itself has been terminated. Termination for convenience provisions generally entitle us to recover costs
incurred, settlement expenses and profit on work completed prior to termination, but there can be no assurance in this
regard.
• Because we contract to supply goods and services to the U.S. and foreign governments and their prime and subcontractors,
we compete for contracts in a competitive bidding process and, in the event we are awarded a contract, we are subject to
protests by disappointed bidders of contract awards that can result in the reopening of the bidding process and changes
in governmental policies or regulations and other political factors. In addition, we may be subject to multiple rebid
requirements over the life of a defense program in order to continue to participate on such program, which can result in
the loss of the program or significantly reduce our revenue or margin from the program. The government’s requirements
for more frequent technology refreshes on defense programs may lead to increased costs and lower long term revenues.
• Consolidation among defense industry contractors has resulted in a few large contractors with increased bargaining power
relative to us. The increased bargaining power of these contractors may adversely affect our ability to compete for contracts
and, as a result, may adversely affect our business or results of operations in the future.
14
• Our customers include U.S. government contractors who must comply with and are affected by laws and regulations
relating to the formation, administration, and performance of U.S. government contracts. In addition, when our business
units, such as MDS, contract with the U.S. government, they must comply with these laws and regulations, including the
organizational conflict-of-interest regulations. A violation of these laws and regulations could result in the imposition of
fines and penalties to us or our customers or the termination of our or their contracts with the U.S. government. As a
result, there could be a delay in our receipt of orders from our customers, a termination of such orders, or a termination
of contracts between our business units and the U.S. government.
• We sell many products to U.S. and international defense contractors and also directly to the U.S. government as a
commercial supplier such that cost data is not supplied. To the extent that there are interpretations or changes in the
Federal Acquisition Regulations regarding the qualifications necessary to be a commercial item supplier, there could be
a material adverse effect on our business and operating results. For example, there have been legislative proposals to
narrow the definition of a “commercial item” (as defined in the Federal Acquisition Regulations) that could limit our
ability to contract as a commercial item supplier. In addition, growth in our defense sales relative to our commercial sales
could adversely impact our status as a commercial supplier, which could adversely affect our business and operating
results. Changes in our mix of business, in federal regulations, or in the interpretation of federal regulations, may subject
us to audit by the Defense Contract Audit Agency ("DCAA") for certain of our products or services. Such changes may
require us to implement a DCAA cost-accounting system at our commercial item business unit. Operating under a cost-
accounting business model rather than our historical commercial item business model could adversely impact our revenues
and profitability.
• We qualify as a “small business” for government contracts purposes under the definition of that term in an applicable
NAICS code because we have fewer than 1,000 employees. As we grow and potentially have over 1,000 employees in
the future, we would no longer qualify as a small business. Loss of our small business status could negatively impact us,
including our customers purchases from us would not qualify as purchases from a small business, customers may flow
down additional Federal Acquisition Regulation, or FAR, clauses in their contracts with us that are less favorable than
our existing contract terms and conditions, and the flow down of certain FAR clauses may require us to implement a
Defense Contract Audit Agency cost-accounting system at our commercial item business unit.
• We are subject to the Defense Federal Acquisition Regulations Supplement, referred to as DFARS, in connection with
our defense work for the U.S. government and defense prime contractors. Amendments to the DFARS, such as the
amendment to the DFARS specialty metals clause requiring that the specialty metals in specified items be melted or
produced in the U.S. or other qualifying countries, may increase our costs for certain materials or result in supply-chain
difficulties or production delays due to the limited availability of compliant materials. Compliance with the new conflict
minerals regulations enacted pursuant to the Dodd Frank legislation poses similar risks and increases our costs.
• The U.S. government or a defense prime contractor customer could require us to relinquish data rights to a product in
connection with performing work on a defense contract, which could lead to a loss of valuable technology and intellectual
property in order to participate in a government program.
• We are subject to various U.S. federal export-control statutes and regulations which affect our business with, among
others, international defense customers. In certain cases the export of our products and technical data to foreign persons,
and the provision of technical services to foreign persons related to such products and technical data, may require licenses
from the U.S. Department of Commerce or the U.S. Department of State. The time required to obtain these licenses, and
the restrictions that may be contained in these licenses, may put us at a competitive disadvantage with respect to competing
with international suppliers who are not subject to U.S. federal export control statutes and regulations. In addition,
violations of these statutes and regulations can result in civil and, under certain circumstances, criminal liability as well
as administrative penalties which could have a material adverse effect on our business and operating results. For fiscal
2015, we will need to further adapt our export procedures for the new federal export reform regulations going into effect
during the fiscal year.
• We anticipate that sales to our U.S. prime defense contractor customers as part of foreign military sales (“FMS”) programs
will be an increasing part of our business going forward. These FMS sales combine several different types of risks and
uncertainties highlighted above, including risks related to government contracts, risks related to defense contracts, timing
and budgeting of foreign governments, and approval from the U.S. and foreign governments related to the programs, all
of which may be impacted by macroeconomic and geopolitical factors outside of our control.
• Certain of our employees with appropriate security clearance may require access to classified information in connection
with the performance of a U.S. government contract. We must comply with security requirements pursuant to the National
Industrial Security Program Operating Manual, or NISPOM, and other U.S. government security protocols when accessing
sensitive information. Failure to comply with the NISPOM or other security requirements may subject us to civil or
criminal penalties, loss of access to sensitive information, loss of a U.S. government contract, or potentially debarment
as a government contractor.
15
• We may need to invest additional capital to build out higher level security infrastructure at certain of our facilities to
capture new design wins on defense programs with higher level security requirements. Failure to invest in such
infrastructure may limit our ability to obtain new design wins on defense programs. In addition, we may need to invest
in additional secure laboratory space to efficiently integrate subsystem level solutions and maintain quality assurance on
current programs.
The loss of one or more of our largest customers, programs, or applications could adversely affect our results of operations.
We are dependent on a small number of customers for a large portion of our revenues. A significant decrease in the sales to
or loss of any of our major customers would have a material adverse effect on our business and results of operations. In fiscal
2014, Lockheed Martin Corporation accounted for 18% of our total net revenues, Raytheon Company accounted for 13% of our
total net revenues, and Northrop Grumman Corporation accounted for 12% of our total net revenues. In fiscal 2013, Lockheed
Martin Corporation accounted for 17% of our total net revenues, Raytheon Company accounted for 10% of our total net revenues,
and Northrop Grumman Corporation accounted for 11% of our total net revenues. In fiscal 2012, Raytheon Company accounted
for 23% of our total net revenues, Northrop Grumman Corporation accounted for 18% of our total net revenues and Lockheed
Martin Corporation accounted for 15% of our total net revenues. The defense market is highly acquisitive, which could lead to
further concentration in our largest customers. Customers in the defense market generally purchase our products in connection
with government programs that have a limited duration, leading to fluctuating sales to any particular customer in this market from
year to year. In addition, our revenues are largely dependent upon the ability of customers to develop and sell products that
incorporate our products. No assurance can be given that our customers will not experience financial, technical or other difficulties
that could adversely affect their operations and, in turn, our results of operations. Additionally, on a limited number of programs
the customer has co-manufacturing rights which could lead to a shift of production on such a program away from us which in turn
could lead to lower revenues.
We are dependent on sales for radar applications for a large portion of our revenues. Sales related to radar applications
accounted for 53%, 38% and 57% of our total net revenues for fiscal 2014, 2013, and 2012, respectively. While our radar sales
relate to multiple different platforms and defense programs, our revenues are largely dependent upon our customers incorporating
our products into radar applications. For the fiscal years ended June 30, 2014, 2013 and 2012, the Aegis program individually
comprised 15%, 10% and 12% of the Company's revenues, respectively. Loss of a significant radar program could adversely
affect our results of operations.
Going forward, we believe the SEWIP program and the Patriot missile defense program could be a large portion of our
future revenues in the coming years, and the loss or cancellation of these programs could adversely affect our future results. In
addition, as we shift our business mix toward more services-led engagements with legacy product revenues becoming a lesser
amount of our total revenues, we could experience downward pressure on margins and reduced profitability. Further, new programs
may yield lower margins than legacy programs, which could result in an overall reduction in gross margins.
If we are unable to respond adequately to our competition or to changing technology, we may lose existing customers and
fail to win future business opportunities.
The markets for our products are highly competitive and are characterized by rapidly changing technology, frequent product
performance improvements and evolving industry standards. Competitors may be able to offer more attractive pricing or develop
products that could offer performance features that are superior to our products, resulting in reduced demand for our products. We
may be unable to keep pace with competitors’ marketing and the lack of visibility in the marketplace may negatively impact design
wins, bookings, and revenues. Customers may also decide to reduce costs and accept the least costly technically acceptable
alternative to our products or services. Due to the rapidly changing nature of technology, we may not become aware in advance
of the emergence of new competitors into our markets. The emergence of new competitors into markets targeted by us could result
in the loss of existing customers and may have a negative impact on our ability to win future business opportunities. In addition
to adapting to rapidly changing technology, we must also develop a reputation as a best-of-breed technology provider. Competitors
may be perceived in the market as being providers of open-source architectures versus Mercury as a closed-architecture company.
Perceptions of Mercury as a high-cost provider, or as having stale technology could cause us to lose existing customers or fail to
win new business. Further, our lack of strong engagements with important government-funded laboratories (e.g. DARPA, MIT
Lincoln Labs, MITRE) may inhibit our ability to become subsystem solution design partners with our defense prime customers.
With the reduction in force in our engineering group during fiscal 2013 as part of our cost containment efforts, we have fewer
engineering resources to deliver advanced, subsystem level products to satisfy our customers' demanding expectations.
With continued microprocessor evolution, low-end systems could become adequate to meet the requirements of an increased
number of the lesser-demanding applications within our target markets. Workstation or blade center computer manufacturers and
other low-end single-board computer, or new competitors, may attempt to penetrate the high-performance market for defense
electronics systems, which could have a material adverse effect on our business. In addition, our customers provide products to
16
markets that are subject to technological cycles. Any change in the demand for our products due to technological cycles in our
customers’ end markets could result in a decrease in our revenues.
Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer
orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.
We compete in highly competitive industries, and our OEM customers generally extend the competitive pressures they face
throughout their respective supply chains. Additionally, our markets are facing increasing industry consolidation, resulting in larger
competitors who have more market share to put more downward pressure on prices and offer a more robust portfolio of products
and services. We are subject to competition based upon product design, performance, pricing, quality and services. Our product
performance, embedded systems’ engineering expertise, and product quality have been important factors in our growth. While we
try to maintain competitive pricing on those products that are directly comparable to products manufactured by others, in many
instances our products will conform to more exacting specifications and carry a higher price than analogous products. Many of
our OEM customers and potential customers have the capacity to design and internally manufacture products that are similar to
our products. We face competition from research and product development groups and the manufacturing operations of current
and potential customers, who continually evaluate the benefits of internal research, product development, and manufacturing
versus outsourcing. This competition could result in fewer customer orders and a loss of market share.
Our sales in the defense market could be adversely affected by the emergence of commodity-type products as acceptable
substitutes for certain of our products and by uncertainty created by emerging changes in standards that may cause
customers to delay purchases or seek alternative solutions.
Our products for the defense market are designed for operating under physical constraints such as limited space, weight,
and electrical power. Furthermore, these products are often designed to be “rugged,” that is, to withstand enhanced environmental
stress such as extended temperature range, shock, vibration, and exposure to sand or salt spray. Historically these requirements
have often precluded the use of less expensive, readily available commodity-type systems typically found in more benign non-
military settings. Factors that may increase the acceptability of commodity-type products in some defense platforms that we serve
include improvements in the physical properties and durability of such alternative products, combined with the relaxation of
physical and ruggedness requirements by the military due to either a reevaluation of those requirements or the installation of
products in a more highly environmentally isolated setting. These developments could negatively impact our revenues and have
a material adverse effect on our business and operating results.
If we fail to respond to commercial industry cycles in terms of our cost structure, manufacturing capacity and/or personnel
need, our business could be seriously harmed.
The timing, length and severity of the up-and-down cycles in the telecommunications and other commercial industries are
difficult to predict. This cyclical nature of the industries in which we operate affects our ability to accurately predict future revenue,
and in some cases, future expense levels. In the current environment, our ability to accurately predict our future operating results
is particularly low. During down cycles in our industry, the financial results of our customers may be negatively impacted, which
could result not only in a decrease in orders but also a weakening of their financial condition that could impair our ability to
recognize revenue or to collect on outstanding receivables. When cyclical fluctuations result in lower than expected revenue levels,
operating results may be adversely affected and cost reduction measures may be necessary in order for us to remain competitive
and financially sound. During periods of declining revenues, such as in the current environment, we must be in a position to adjust
our cost and expense structure to reflect prevailing market conditions and to continue to motivate and retain our key employees.
If we fail to respond, then our business could be seriously harmed. In addition, during periods of rapid growth, we must be able
to increase manufacturing capacity and personnel to meet customer demand. We can provide no assurance that these objectives
can be met in a timely manner in response to industry cycles. Each of these factors could adversely impact our operating results
and financial condition.
Implementation of our growth strategy may not be successful, which could affect our ability to increase revenues.
Our growth strategy includes developing new products, adding new customers within our existing markets, and entering
new markets, as well as identifying and integrating acquisitions and achieving revenue and cost synergies and economies of scale.
Our ability to compete in new markets will depend upon a number of factors including, among others:
•
•
•
our ability to create demand for products in new markets;
our ability to manage growth effectively;
our ability to respond to changes in our customers’ businesses by updating existing products and introducing, in a timely
fashion, new products which meet the needs of our customers;
17
•
•
•
•
our ability to develop a reputation as a best-of-breed technology provider;
the quality of our new products;
our ability to respond rapidly to technological change; and
our ability to successfully integrate any acquisitions that we make and achieve revenue and cost synergies and economies
of scale.
The failure to do any of the foregoing could have a material adverse effect on our business, financial condition and results
of operations. In addition, we may face competition in these new markets from various companies that may have substantially
greater research and development resources, marketing and financial resources, manufacturing capability and customer support
organizations.
Growing our business, in particular through providing services and products such as sophisticated application ready
subsystems for major defense programs like Patriot, SEWIP and Aegis, could strain our operational capacity and working capital
demands if not properly anticipated and managed. Pursuing such growth could result in our operational and infrastructure resources
being spread too thin, which could negatively impact our ability to deliver quality product on schedule and on budget. Providing
quality services for systems level products is a key driver of our growth strategy and the failure to properly scale our capabilities
to support our customers at a systems level could result in lost opportunities and revenues.
Future acquisitions or divestitures may adversely affect our financial condition.
As part of our strategy for growth, we may continue to explore acquisitions, divestitures, or strategic alliances, which may
not be completed or may not be ultimately beneficial to us.
Acquisitions or divestitures may pose risks to our operations, including:
•
•
•
•
•
•
•
•
•
•
•
problems and increased costs in connection with the integration or divestiture of the personnel, operations, technologies,
or products of the acquired or divested businesses;
unanticipated costs;
failure to achieve anticipated increases in revenues and profitability;
diversion of management’s attention from our core business;
inability to make planned divestitures of businesses on favorable terms in a timely manner or at all;
adverse effects on business relationships with suppliers and customers and those of the acquired company;
acquired assets becoming impaired as a result of technical advancements or worse-than-expected performance by the
acquired company;
failure to rationalize manufacturing capacity, locations, and operating models to achieve anticipated economies of scale,
or disruptions to manufacturing and product design operations during the combination of facilities;
volatility associated with accounting for earn-outs in a given transaction;
entering markets in which we have no, or limited, prior experience; and
potential loss of key employees.
In addition, in connection with any acquisitions or investments we could:
•
•
•
•
•
issue stock that would dilute our existing shareholders’ ownership percentages;
incur debt and assume liabilities;
obtain financing on unfavorable terms, or not be able to obtain financing on any terms at all;
incur amortization expenses related to acquired intangible assets or incur large and immediate write-offs;
incur large expenditures related to office closures of the acquired companies, including costs relating to the termination
of employees and facility and leasehold improvement charges resulting from our having to vacate the acquired companies’
premises; and
•
reduce the cash that would otherwise be available to fund operations or for other purposes.
The failure to successfully integrate any acquisitions or to make planned divestitures in an efficient or timely manner may
negatively impact our financial condition and operating results, or we may not be able to fully realize anticipated savings.
18
We may be unable to obtain critical components from suppliers, which could disrupt or delay our ability to deliver products
to our customers.
Several components used in our products are currently obtained from sole-source suppliers. We are dependent on key vendors
like LSI Logic Corporation, Xilinx, Inc., and IBM Corporation for custom-designed application-specific integrated circuits
(“ASICs”) and field programmable gate arrays (“FPGAs”), Freescale Semiconductor, Inc. and IBM Corporation for PowerPC
microprocessors, Intel Corporation for our next generation processors, IBM Corporation for a specific SRAM, Curtiss Wright
Corporation and Motorola, Inc. for chassis and chassis components and Benchmark Electronics, Inc. for board assembly, test and
integration. The semiconductor industry is experiencing a significant year over year increase in demand amid an uncertain macro
economy which is limiting any investment in additional capacity. We believe this dynamic will result in increased lead-time for
most classes of semiconductors and passive components and will continue to put pressure on component pricing where supply
becomes constrained. Generally, suppliers may terminate their contracts with us without cause upon 30 days’ notice and may cease
offering their products upon 180 days’ notice. If any of our sole-source suppliers limits or reduces the sale of these components,
we may be unable to fulfill customer orders in a timely manner or at all. In addition, if these or other component suppliers, some
of which are small companies, experienced financial difficulties or other problems that prevented them from supplying us with
the necessary components, we could experience a loss of revenues due to our inability to fulfill orders. These sole-source and
other suppliers are each subject to quality and performance issues, materials shortages, excess demand, reduction in capacity and
other factors that may disrupt the flow of goods to us or to our customers, which would adversely affect our business and customer
relationships. We have no guaranteed supply arrangements with our suppliers and there can be no assurance that these suppliers
will continue to meet our requirements. If supply arrangements are interrupted, we may not be able to find another supplier on a
timely or satisfactory basis. We may incur significant set-up costs and delays in manufacturing should it become necessary to
replace any key vendors due to work stoppages, shipping delays, financial difficulties, natural or manmade disasters or other
factors.
We may not be able to effectively manage our relationships with contract manufacturers.
We may not be able to effectively manage our relationship with contract manufacturers, and the contract manufacturers may
not meet future requirements for timely delivery. We rely on contract manufacturers to build hardware sub-assemblies for our
products in accordance with our specifications. During the normal course of business, we may provide demand forecasts to contract
manufacturers up to five months prior to scheduled delivery of our products to customers. If we overestimate requirements, the
contract manufacturers may assess cancellation penalties or we may be left with excess inventory, which may negatively impact
our earnings. If we underestimate requirements, the contract manufacturers may have inadequate inventory, which could interrupt
manufacturing of our products and result in delays in shipment to customers and revenue recognition. Contract manufacturers also
build products for other companies, and they may not have sufficient quantities of inventory available or sufficient internal resources
to fill our orders on a timely basis or at all.
In addition, there have been a number of major acquisitions within the contract manufacturing industry in recent periods.
While there has been no significant impact on our contract manufacturers to date, future acquisitions could potentially have an
adverse effect on our working relationships with contract manufacturers. Moreover, we currently rely primarily on one contract
manufacturer, Benchmark Electronics, Inc. The failure of this contract manufacturer to fill our orders on a timely basis or in
accordance with our customers’ specifications could result in a loss of revenues and damage to our reputation. We may not be able
to replace this contract manufacturer in a timely manner or without significantly increasing our costs if such contract manufacturer
were to experience financial difficulties or other problems that prevented it from fulfilling our order requirements.
With the expansion of our microwave and RF product lines in recent years, primarily related to the acquisitions of Micronetics,
Inc., KOR Electronics, and LNX Corporation, the mix of products that we manufacture in-house has increased. If we are unable
to develop a co-manufacturing relationship with a contract manufacturer to scale production capacity for our microwave and RF
products, our ability to reduce production costs and improve product quality may be limited. With the building of our Advanced
Microelectronics Center in Hudson, NH during fiscal 2014, we are becoming more vertically integrated in our microwave and RF
product lines. This vertical integration could lead to higher capital intensity, labor utilization rate volatility which could affect our
profitability, and higher fixed costs. Also, the changes to business processes and IT systems required to combine two locations
into a single site like our new Advanced Microelectronics Center may interrupt our operations for a period of time resulting in
higher costs, lower revenues and missed opportunities for design wins.
We are exposed to risks associated with international operations and markets.
We market and sell products in international markets, and have established offices and subsidiaries in Europe and Japan.
Revenues from international operations accounted for 4%, 6% and 4% of our total net revenues in fiscal 2014, 2013 and 2012,
respectively. We also ship directly from our U.S. operations to international customers. There are inherent risks in transacting
business internationally, including:
19
•
•
•
•
•
•
•
•
•
•
•
•
•
changes in applicable laws and regulatory requirements;
export and import restrictions;
export controls relating to technology;
tariffs and other trade barriers;
less favorable intellectual property laws;
difficulties in staffing and managing foreign operations;
longer payment cycles;
problems in collecting accounts receivable;
adverse economic conditions in foreign markets;
political instability;
fluctuations in currency exchange rates;
expatriation controls; and
potential adverse tax consequences.
There can be no assurance that one or more of these factors will not have a material adverse effect on our future international
activities and, consequently, on our business and results of operations.
In addition, we must comply with the Foreign Corrupt Practices Act, or the FCPA. The FCPA generally prohibits U.S.
companies and their intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or keeping
business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal
accounting practices to accurately reflect the transactions of the company. Under the FCPA, U.S. companies may be held liable
for actions taken by strategic or local partners or representatives. If we or our intermediaries fail to comply with the requirements
of the FCPA, governmental authorities in the United States could seek to impose civil and criminal penalties, which could have
a material adverse effect on our business, results of operations, financial conditions and cash flows.
We may be exposed to unfavorable currency exchange rate fluctuations, which may lead to lower operating margins, or
may cause us to raise prices which could result in reduced revenues.
Currency exchange rate fluctuations could have an adverse effect on our net revenues and results of operations. Unfavorable
currency fluctuations could require us to increase prices to foreign customers, which could result in lower net revenues from such
customers. Alternatively, if we do not adjust the prices for our products in response to unfavorable currency fluctuations, our
results of operations could be adversely affected. In addition, most sales made by our foreign subsidiaries are denominated in the
currency of the country in which these products are sold, and the currency they receive in payment for such sales could be less
valuable at the time of receipt as a result of exchange rate fluctuations. We do not currently hedge our foreign currency exchange
rate exposure.
If we are unable to respond to technological developments and changing customer needs on a timely and cost-effective
basis, our results of operations may be adversely affected.
Our future success will depend in part on our ability to enhance current products and to develop new products on a timely
and cost-effective basis in order to respond to technological developments and changing customer needs. Defense customers, in
particular, demand frequent technological improvements as a means of gaining military advantage. Military planners have
historically funded significantly more design projects than actual deployments of new equipment, and those systems that are
deployed tend to contain the components of the subcontractors selected to participate in the design process. In order to participate
in the design of new defense electronics systems, we must demonstrate the ability to deliver superior technological performance
on a timely and cost-effective basis. There can be no assurance that we will secure an adequate number of defense design wins in
the future, that the equipment in which our products are intended to function will eventually be deployed in the field, or that our
products will be included in such equipment if it eventually is deployed.
Customers in our commercial markets also seek technological improvements through product enhancements and new
generations of products. OEMs historically have selected certain suppliers whose products have been included in the OEMs’
machines for a significant portion of the products’ life cycles. We may not be selected to participate in the future design of any
commercial equipment, or if selected, we may not generate any revenues for such design work.
20
The design-in process is typically lengthy and expensive, and there can be no assurance that we will be able to continue to
meet the product specifications of OEM customers in a timely and adequate manner. In addition, any failure to anticipate or respond
adequately to changes in technology, customer preferences and future order demands, or any significant delay in product
developments, product introductions or order volume, could negatively impact our financial condition and results of operations,
including the risk of inventory obsolescence. Because of the complexity of our products, we have experienced delays from time
to time in completing products on a timely basis. If we are unable to design, develop or introduce competitive new products on a
timely basis, our future operating results may be adversely affected.
Our products are complex, and undetected defects may increase our costs, harm our reputation with customers or lead to
costly litigation.
Our products are extremely complex and must operate successfully with complex products of other vendors. Our products
may contain undetected errors when first introduced or as we introduce product upgrades. The pressures we face to be the first to
market new products or functionality and the lapsed time before our products are integrated into our customer's systems increases
the possibility that we will offer products in which we or our customers later discover problems. We have experienced new product
and product upgrade errors in the past and expect similar problems in the future. These problems may cause us to incur significant
costs to support our service contracts and other costs and divert the attention of personnel from our product development efforts.
Undetected errors may adversely affect our product’s ease of use and may create customer satisfaction issues. If we are unable to
repair these problems in a timely manner, we may experience a loss of or delay in revenue and significant damage to our reputation
and business prospects. Many of our customers rely upon our products for mission-critical applications. Because of this reliance,
errors, defects or other performance problems in our products could result in significant financial and other damage to our customers.
Our customers could attempt to recover those losses by pursuing products liability claims against us which, even if unsuccessful,
would likely be time-consuming and costly to defend and could adversely affect our reputation.
We may be unsuccessful in protecting our intellectual property rights which could result in the loss of a competitive
advantage.
Our ability to compete effectively against other companies in our industry depends, in part, on our ability to protect our
current and future proprietary technology under patent, copyright, trademark, trade secret and unfair competition laws. We cannot
assure that our means of protecting our proprietary rights in the United States or abroad will be adequate, or that others will not
develop technologies similar or superior to our technology or design around our proprietary rights. In addition, we may incur
substantial costs in attempting to protect our proprietary rights.
Also, despite the steps taken by us to protect our proprietary rights, it may be possible for unauthorized third parties to copy
or reverse-engineer aspects of our products, develop similar technology independently or otherwise obtain and use information
that we regard as proprietary and we may be unable to successfully identify or prosecute unauthorized uses of our technology.
Furthermore, with respect to our issued patents and patent applications, we cannot assure you that any patents from any pending
patent applications (or from any future patent applications) will be issued, that the scope of any patent protection will exclude
competitors or provide competitive advantages to us, that any of our patents will be held valid if subsequently challenged or that
others will not claim rights in or ownership of the patents (and patent applications) and other proprietary rights held by us.
If we become subject to intellectual property infringement claims, we could incur significant expenses and could be
prevented from selling specific products.
We may become subject to claims that we infringe the intellectual property rights of others in the future. We cannot assure
that, if made, these claims will not be successful. Any claim of infringement could cause us to incur substantial costs defending
against the claim even if the claim is invalid, and could distract management from other business. Any judgment against us could
require substantial payment in damages and could also include an injunction or other court order that could prevent us from offering
certain products.
Our need for continued investment in research and development may increase expenses and reduce our profitability.
Our industry is characterized by the need for continued investment in research and development. If we fail to invest sufficiently
in research and development, our products could become less attractive to potential customers and our business and financial
condition could be materially and adversely affected. As a result of the need to maintain or increase spending levels in this area
and the difficulty in reducing costs associated with research and development, our operating results could be materially harmed
if our research and development efforts fail to result in new products or if revenues fall below expectations. In addition, as a result
of our commitment to invest in research and development, spending levels of research and development expenses as a percentage
of revenues may fluctuate in the future. Further, with the reduction in force in our engineering group during fiscal 2013 as part of
our cost containment efforts and with reduced levels of research and development spending in fiscal 2014 compared with prior
21
years, we have fewer engineering resources to deliver advanced, subsystem level products to satisfy our customers' demanding
expectations.
Our results of operations are subject to fluctuation from period to period and may not be an accurate indication of
future performance.
We have experienced fluctuations in operating results in large part due to the sale of products and services in relatively large
dollar amounts to a relatively small number of customers. Customers specify delivery date requirements that coincide with their
need for our products and services. Because these customers may use our products and services in connection with a variety of
defense programs or other projects with different sizes and durations, a customer’s orders for one quarter generally do not indicate
a trend for future orders by that customer. As such, we have not been able in the past to consistently predict when our customers
will place orders and request shipments so that we cannot always accurately plan our manufacturing, inventory, and working
capital requirements. As a result, if orders and shipments differ from what we predict, we may incur additional expenses and build
excess inventory, which may require additional reserves and allowances and reduce our working capital and operational flexibility.
Any significant change in our customers’ purchasing patterns could have a material adverse effect on our operating results and
reported earnings per share for a particular quarter. Thus, results of operations in any period should not be considered indicative
of the results to be expected for any future period.
High quarterly book-ship ratios may pressure inventory and cash flow management, necessitating increased inventory
balances to ensure quarterly revenue attainment. Increased inventory balances tie up additional capital, limiting our operational
flexibility. Some of our customers may have become conditioned to wait until the end of a quarter to place orders in the expectation
of receiving a discount. Customers conditioned to seek quarter-end discounts increase risk and uncertainty in our financial
forecasting and decrease our margins and profitability.
Our quarterly results may be subject to fluctuations resulting from a number of other factors, including:
•
•
•
•
•
•
•
•
•
•
•
delays in completion of internal product development projects;
delays in shipping hardware and software;
delays in acceptance testing by customers;
a change in the mix of products sold to our served markets;
production delays due to quality problems with outsourced components;
inability to scale quick reaction capability products due to low product volume;
shortages and costs of components;
the timing of product line transitions;
declines in quarterly revenues from previous generations of products following announcement of replacement products
containing more advanced technology;
potential asset impairment, including goodwill and intangibles, or restructuring charges; and
changes in estimates of completion on fixed price service engagements.
In addition, from time to time, we have entered into contracts, referred to as development contracts, to engineer a specific
solution based on modifications to standard products. Gross margins from development contract revenues are typically lower than
gross margins from standard product revenues. We intend to continue to enter into development contracts and anticipate that the
gross margins associated with development contract revenues will continue to be lower than gross margins from standard product
sales.
Another factor contributing to fluctuations in our quarterly results is the fixed nature of expenditures on personnel, facilities
and marketing programs. Expense levels for these programs are based, in significant part, on expectations of future revenues. If
actual quarterly revenues are below management’s expectations, our results of operations will likely be adversely affected.
Further, the preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates, and changes in estimates in subsequent periods could cause
our results of operations to fluctuate.
22
Changes in regulations could materially adversely affect us.
Our business, results of operations, or financial condition could be materially adversely affected if laws, regulations, or
standards relating to us or our products are newly implemented or changed. In addition, our compliance with existing regulations
may have a material adverse impact on us. For example, effective in 2013, we must comply with the new conflict minerals
regulations mandated by the Dodd Frank legislation. Compliance with the conflict minerals regulations may increase our operating
costs as we implement new monitoring systems and the results of our conflict minerals due diligence review may harm our
reputation with our customers and shareholders. Under applicable federal securities laws, we are required to evaluate and determine
the effectiveness of our internal control structure and procedures for financial reporting. Should we or our independent registered
public accounting firm determine that we have material weaknesses in our internal controls, our results of operations or financial
condition may be materially adversely affected or our stock price may decline.
Changes in generally accepted accounting principles may adversely affect us.
From time to time, the Financial Accounting Standards Board, or FASB, promulgates new accounting principles that could
have a material adverse impact on our results of operations or financial condition.
We rely on the significant experience and specialized expertise of our senior management and engineering staff and must
retain and attract qualified engineers and other highly skilled personnel in order to grow our business successfully.
Our performance is substantially dependent on the continued services and performance of our senior management and our
highly qualified team of engineers, many of whom have numerous years of experience, specialized expertise in our business, and
security clearances required for certain defense projects. If we are not successful in hiring and retaining highly qualified engineers,
we may not be able to extend or maintain our engineering expertise, and our future product development efforts could be adversely
affected. Competition for hiring these employees is intense, especially with regard to engineers with specialized skills and security
clearances required for our business, and we may be unable to hire and retain enough engineers to implement our growth strategy.
We may be unable to deliver subsystem level products and related services on time and on budget with our limited engineering
resources. Without sufficient resources in hardware, software, and mechanical engineering and quality assurance we may be
unable to adequately scale our business and deliver the subsystem solutions that our customers expect. We must also develop new
engineering talent in our engineering base to contain high engineering costs to alleviate pressures on our margins and price points.
Our future success also depends on our ability to identify, attract, hire, train, retain and motivate highly skilled managerial,
operations, sales, marketing and customer service personnel. If we fail to attract, integrate and retain the necessary personnel, our
ability to maintain and grow our business could suffer significantly. Further, stock price volatility and improvements in the economy
could impact our ability to retain key personnel.
If we experience a disaster or other business continuity problem, we may not be able to recover successfully, which could
cause material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability.
If we experience a local or regional disaster or other business continuity problem, such as an earthquake, terrorist attack,
pandemic or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel,
our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations. As
we attempt to grow our operations, the potential for particular types of natural or man-made disasters, political, economic or
infrastructure instabilities, or other country- or region-specific business continuity risks increases.
If we are unable to continue to obtain U.S. federal government authorization regarding the export of our products, or if
current or future export laws limit or otherwise restrict our business, we could be prohibited from shipping our products
to certain countries, which would harm our ability to generate revenue.
We must comply with U.S. laws regulating the export of our products and technology. In addition, we are required to obtain
a license from the U.S. federal government to export certain of our products and technical data as well as to provide technical
services to foreign persons related to such products and technical data. We cannot be sure of our ability to obtain any licenses
required to export our products or to receive authorization from the U.S. federal government for international sales or domestic
sales to foreign persons including transfers of technical data or the provision of technical services. Moreover, the export regimes
and the governing policies applicable to our business are subject to change. We cannot assure you of the extent that such export
authorizations will be available to us, if at all, in the future. If we cannot obtain required government approvals under applicable
regulations in a timely manner or at all, we would be delayed or prevented from selling our products in international jurisdictions,
which could adversely affect our business and financial results.
23
If we suffer any data breaches involving the designs, schematics or source code for our products or other sensitive
information, our business and financial results could be adversely affected. In addition, we may need to invest in new
information technology systems and infrastructure to scale our operations.
We securely store our designs, schematics and source code for our products as they are created. A breach, whether physical,
electronic or otherwise, of the systems on which this sensitive data is stored could lead to damage or piracy of our products. If we
are subject to data security breaches from external sources or from an insider threat, we may have a loss in sales or increased costs
arising from the restoration or implementation of additional security measures, either of which could adversely affect our business
and financial results. In addition, a security breach that involved classified information could subject us to civil or criminal penalties,
loss of a government contract, loss of access to classified information, or debarment as a government contractor.
In addition, we may need to adopt new information technology systems and infrastructure to scale our business and obtain
the synergies from prior and future business acquisitions. Our older information technology systems and infrastructure could
create product development or production work stoppages, negatively impact product delivery times and quality, and increase our
compliance costs. Failure to invest in newer information technology systems and infrastructure may lead to operational
inefficiencies and increased compliance costs and risks.
Our income tax provision and other tax liabilities may be insufficient if taxing authorities are successful in asserting tax
positions that are contrary to our position. Increases in tax rates could impact our financial performance.
From time to time, we are audited by various federal, state and local authorities regarding income tax matters. Significant
judgment is required to determine our provision for income taxes and our liabilities for federal, state, local and other taxes. Although
we believe our approach to determining the appropriate tax treatment is supportable and in accordance with relevant authoritative
guidance it is possible that the final tax authority will take a tax position that is materially different than that which is reflected in
our income tax provision. Such differences could have an adverse effect on our income tax provision or benefit, in the reporting
period in which such determination is made and, consequently, on our results of operations, financial position and/or cash flows
for such period. Further, future increases in tax rates may adversely affect our financial results.
Provisions in our organizational documents and Massachusetts law and other actions we have taken could make it more
difficult for a third party to acquire us.
Provisions of our charter and by-laws could have the effect of discouraging a third party from making a proposal to acquire
our company and could prevent certain changes in control, even if some shareholders might consider the proposal to be in their
best interest. These provisions include a classified board of directors, advance notice to our board of directors of shareholder
proposals and director nominations, and limitations on the ability of shareholders to remove directors and to call shareholder
meetings. In addition, we may issue shares of any class or series of preferred stock in the future without shareholder approval
upon such terms as our board of directors may determine. The rights of holders of common stock will be subject to, and may be
adversely affected by, the rights of the holders of any such class or series of preferred stock that may be issued.
We also are subject to the Massachusetts General Laws which, subject to certain exceptions, prohibit a Massachusetts
corporation from engaging in a broad range of business combinations with any “interested shareholder” for a period of three years
following the date that such shareholder becomes an interested shareholder. These provisions could discourage a third party from
pursuing an acquisition of our company at a price considered attractive by many shareholders.
We have adopted a Shareholder Rights Plan that could make it more difficult for a third party to acquire, or could discourage
a third party from acquiring, our company or a large block of our common stock. A third party that acquires 15% or more of our
common stock (an “acquiring person”) could suffer substantial dilution of its ownership interest under the terms of the Shareholder
Rights Plan through the issuance of common stock or common stock equivalents to all shareholders other than the acquiring person.
Our profits may decrease and/or we may incur significant unanticipated costs if we do not accurately estimate the costs of
fixed-price engagements.
A significant number of our system integration projects are based on fixed-price contracts, rather than contracts in which
payment to us is determined on a time and materials or other basis. Our failure to estimate accurately the resources and schedule
required for a project, or our failure to complete our contractual obligations in a manner consistent with the project plan upon
which our fixed-price contract was based, could adversely affect our overall profitability and could have a material adverse effect
on our business, financial condition and results of operations. We are consistently entering into contracts for large projects that
magnify this risk. We have been required to commit unanticipated additional resources to complete projects in the past, which has
occasionally resulted in losses on those contracts. We will likely experience similar situations in the future. In addition, we may
24
fix the price for some projects at an early stage of the project engagement, which could result in a fixed price that is too low.
Therefore, any changes from our original estimates could adversely affect our business, financial condition and results of operations.
The trading price of our common stock may continue to be volatile, which may adversely affect our business, and investors
in our common stock may experience substantial losses.
Our stock price, like that of other technology companies, has been volatile. The stock market in general and technology
companies in particular may continue to experience volatility. The stock prices for companies in the defense technology industry
may continue to remain volatile given the uncertainty and timing of funding for defense programs. This volatility may or may not
be related to our operating performance. Our operating results, from time to time, may be below the expectations of public market
analysts and investors, which could have a material adverse effect on the market price of our common stock. Our low stock trading
volume and microcap status could hamper existing and new shareholders from gaining a meaningful position in our stock. In
addition, the limited availability of credit in the financial markets and the continued threat of terrorism in the United States and
abroad and the resulting military action and heightened security measures undertaken in response to threats may cause continued
volatility in securities markets. When the market price of a stock has been volatile, holders of that stock will sometimes issue
securities class action litigation against the company that issued the stock. If any shareholders were to issue a lawsuit, we could
incur substantial costs defending the lawsuit. Also, the lawsuit could divert the time and attention of management.
We have never paid dividends on our capital stock and we do not anticipate paying any dividends in the foreseeable future.
Consequently, any gains from an investment in our common stock will likely depend on whether the price of our common
stock increases.
We have not declared or paid cash dividends on any of our classes of capital stock to date and we currently intend to retain
our future earnings, if any, to fund the development and growth of our business. As a result, capital appreciation, if any, of our
common stock will be your sole source of gain for the foreseeable future. Furthermore, we may in the future become subject to
contractual restrictions on, or prohibitions against, the payment of dividends. Consequently, in the foreseeable future, you will
likely only experience a gain from your investment in our common stock if the price of our common stock increases. There is no
guarantee that our common stock will appreciate in value or even maintain the price at which you purchased your shares, and you
may not realize a return on your investment in our common stock.
If our internal controls over financial reporting are not considered effective, our business and stock price could be adversely
affected.
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal controls over financial
reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of our internal controls
over financial reporting in our annual report on Form 10-K for that fiscal year. Section 404 also requires our independent registered
public accounting firm to attest to, and report on, management’s assessment of our internal controls over financial reporting.
Our management, including our chief executive officer and principal financial officer, does not expect that our internal
controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a
control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud involving a company have been, or will be, detected. The design of any system of
controls is based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design
will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become ineffective because
of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We cannot assure you that
we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future.
A material weakness in our internal controls over financial reporting would require management and our independent registered
public accounting firm to consider our internal controls as ineffective. If our internal controls over financial reporting are not
considered effective, we may experience a loss of public confidence, which could have an adverse effect on our business and on
the market price of our common stock.
If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary
or downgrade our common stock, the price of our common stock could decline.
The trading market for our common stock relies in part on the research and reports that equity research analysts publish
about us and our business. We do not control these analysts. The price of our common stock could decline if one or more equity
25
analysts downgrade our common stock or if analysts issue other unfavorable commentary or cease publishing reports about us or
our business.
We may need additional capital and may not be able to raise funds on acceptable terms, if at all. In addition, any funding
through the sale of additional common stock or other equity securities could result in additional dilution to our stockholders
and any funding through indebtedness could restrict our operations.
We may require additional cash resources to finance our continued growth or other future developments, including any
investments or acquisitions we may decide to pursue. The amount and timing of such additional financing needs will vary principally
depending on the timing of new product and service launches, investments and/or acquisitions, and the amount of cash flow from
our operations. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt
securities or obtain a credit facility. The sale of additional equity securities or securities convertible into our ordinary shares could
result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict our operations.
Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:
•
•
•
investors’ perception of, and demand for, securities of defense technology companies;
conditions of the United States and other capital markets in which we may seek to raise funds; and
our future results of operations, financial condition and cash flows.
We cannot assure that financing will be available in amounts or on terms acceptable to us, if at all. If we fail to raise additional
funds, we may need to sell debt or additional equity securities or to reduce our growth to a level that can be supported by our cash
flow. Without additional capital, we may not be able to:
•
•
•
•
further develop or enhance our customer base;
acquire necessary technologies, products or businesses;
expand operations in the United States and elsewhere;
hire, train and retain employees;
• market our software solutions, services and products; or
•
respond to competitive pressures or unanticipated capital requirements.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
The following table sets forth our significant properties as of June 30, 2014:
Location
Chelmsford, MA
Hudson, NH
Cypress, CA
Huntsville, AL
West Caldwell, NJ
Manteca, CA
Segment(s) served
All (Corporate HQ)
Size in
Sq. Feet
185,327 Leased, expiring 2017, 2 buildings
Commitment
MCE reportable segment
100,111 Leased, expiring 2024
MDS reportable segment
MCE reportable segment
MCE reportable segment
MCE reportable segment
42,770 Leased, expiring 2021
25,137 Leased, expiring 2017
23,000 Leased, expiring 2019
20,750 Leased, expiring 2015
The company actively manages its facilities and is in pursuit of lease extensions or alternative locations for facilities with
expiration dates in 2014 or 2015. In addition, we lease a number of smaller offices around the world primarily for sales. For
financial information regarding obligations under our leases, see Note L to the consolidated financial statements.
ITEM 3.
LEGAL PROCEEDINGS
We are subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of our business.
Although legal proceedings are inherently unpredictable, we believe that we have valid defenses with respect to those matters
26
currently pending against us and intend to defend our self vigorously. The outcome of these matters, individually and in the
aggregate, is not expected to have a material impact on our cash flows, results of operations, or financial position.
ITEM 4.
(REMOVED AND RESERVED)
27
ITEM 4.1.
EXECUTIVE OFFICERS OF THE REGISTRANT
Our executive officers are appointed to office by the Board of Directors at the first board meeting following the Annual
Meeting of Shareholders or at other board meetings as appropriate, and hold office until the first board meeting following the next
Annual Meeting of Shareholders and until a successor is chosen, subject to prior death, resignation or removal. Information
regarding our executive officers as of the date of filing of this Annual Report on Form 10-K is presented below.
Mark Aslett, age 46, joined Mercury in 2007 and has served as the President and Chief Executive Officer since that date,
and served as a member of the Board since 2007. Prior to joining Mercury, he was Chief Operating Officer and Chief Executive
Officer of Enterasys Networks from 2003 to 2006, and held various positions with Marconi plc and its affiliated companies,
including Executive Vice President of Marketing, Vice President of Portfolio Management, and President of Marconi
Communications—North America, from 1998 to 2002. Mr. Aslett has also held positions at GEC Plessey Telecommunications,
as well as other telecommunications-related technology firms.
Kevin M. Bisson, age 53, joined Mercury in 2012 as Senior Vice President, Chief Financial Officer and Treasurer. Prior to
joining Mercury, Mr. Bisson had been Chief Financial Officer, Treasurer, Secretary, and Senior Vice President, Finance and
Administration, at SeaChange International, Inc., a publicly-traded global multi-screen video software company. Mr. Bisson
worked at SeaChange from March 2006 until January 2012. Prior to joining SeaChange, Mr. Bisson served from May 2003 until
March 2006 as the Senior Vice President and Chief Financial Officer of American Superconductor Corporation, a publicly-traded
energy technologies company. Mr. Bisson served from 2000 to 2003 as Vice President, Controller, and Treasurer for Axcelis
Technologies, Inc., a publicly-traded semiconductor equipment manufacturing company. Prior to joining Axcelis Technologies,
Mr. Bisson served for ten years in a number of financial capacities with United Technologies Corporation. Mr. Bisson is a CPA.
Gerald M. Haines II, age 51, joined Mercury in 2010 as Senior Vice President, Corporate Development, Chief Legal Officer,
and Secretary. Prior to joining Mercury, from January 2008 to June 2010, Mr. Haines was Executive Vice President, Chief Legal
Officer and Secretary at Verenium Corporation, a publicly traded company engaged in the development and commercialization
of cellulosic biofuels and high performance specialty enzymes. From September 2006 to December 2007, he was an advisor to
early-stage companies on legal and business matters. From May 2001 to August 2006, Mr. Haines served as Executive Vice
President of Strategic Affairs, Chief Legal Officer and Secretary of Enterasys Networks, Inc., a public network communications
company that was taken private in March 2006 following a successful business restructuring and turnaround. Prior to Enterasys
Networks, Mr. Haines served as Senior Vice President and General Counsel of Cabletron Systems, Inc., the predecessor of Enterasys
Networks. Before Cabletron, he was Vice President and General Counsel of the largest manufacturer of oriented polypropylene
packaging and labeling films in North America, and prior to that was in private practice as a corporate attorney in a large Boston
law firm. Mr. Haines is admitted to practice in Massachusetts, Maine, and the Federal District of Massachusetts.
Charles A. Speicher, age 55, joined Mercury in 2010 as Vice President, Controller, and Chief Accounting Officer. Prior to
joining Mercury, Mr. Speicher held various positions at Virtusa Corporation, a publicly-traded global IT services company,
including Vice President of Global Accounting Operations and Corporate Controller from 2001 to 2009. Mr. Speicher was Corporate
Controller at Cerulean Technologies Inc., a private software product company, from 1996 to 2000 prior to its sale to Aether Systems
Inc. where he served as Division Controller of Aether Mobile Government from 2000 to 2001. Prior to joining Cerulean Technology,
Mr. Speicher held positions with Wyman-Gordon Company, Wang Laboratories and Arthur Andersen & Company, LLP.
Mr. Speicher is a CPA licensed in Massachusetts.
Didier M.C. Thibaud, age 53, joined Mercury in 1995, and has served as President of our Mercury Commercial Electronics
business unit since 2012. Prior to that, he was President of our Advanced Computing Solutions business unit since 2007. Prior to
that, he was Senior Vice President, Defense & Commercial Businesses from 2005 to June 2007 and Vice President and General
Manager, Imaging and Visualization Solutions Group, from 2000 to 2005 and served in various capacities in sales and marketing
from 1995 to 2000.
28
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed and traded on the Nasdaq Global Select Market under the symbol MRCY. The following table
sets forth, for the fiscal periods indicated, the high and low sale prices per share for our common stock during such periods. Such
market quotations reflect inter-dealer prices without retail markup, markdown or commission.
2014 Fourth quarter
Third quarter
Second quarter
First quarter
2013 Fourth quarter
Third quarter
Second quarter
First quarter
High
Low
$
$
$
$
$
$
$
$
14.40
13.40
11.22
10.47
9.67
9.49
10.49
13.02
$
$
$
$
$
$
$
$
11.09
10.25
8.42
8.48
7.13
6.76
7.50
8.51
As of July 31, 2014, we had approximately 5,513 shareholders including record and nominee holders.
Dividend Policy
We have never declared or paid cash dividends on shares of our common stock. We currently intend to retain any
earnings for future growth. Accordingly, we do not anticipate that any cash dividends will be declared or paid on our common
stock in the foreseeable future.
Net Share Settlement Plans
During fiscal 2014, we had no active net share settlement plans.
Share Repurchase Plans
During fiscal 2014, we had no active share repurchase programs.
ITEM 6.
SELECTED FINANCIAL DATA
The following table summarizes certain historical consolidated financial data, restated for discontinued operations, which
should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report (in
thousands, except per share data):
Statement of Operations Data:
Net revenues
(Loss) income from operations
(Loss) income from continuing operations
Adjusted EBITDA(1)
Net (loss) earnings per share from continuing
operations:
Basic
Diluted
$
$
$
$
$
$
2014
2013
2012
2011
2010
For the Years Ended June 30,
208,729
$
(7,405) $
(4,072) $
23,522
$
194,231
$
(24,810) $
(13,782) $
$
9,940
237,070
29,655
22,323
47,994
(0.13) $
(0.13) $
(0.46) $
(0.46) $
0.76
0.74
$
$
$
$
$
$
228,710
24,985
18,442
40,883
0.73
0.71
$
$
$
$
$
$
199,830
17,313
28,069
29,856
1.25
1.22
29
Balance Sheet Data:
Working capital
Total assets
Long-term obligations
Total shareholders’ equity
2014
2013
2012
2011
2010
As of June 30,
$
$
$
$
127,375
373,712
13,635
327,147
$
$
$
$
115,483
374,431
15,112
328,501
$
$
$
$
170,761
385,606
15,560
333,104
$
$
$
$
203,978
355,562
17,920
301,436
$
$
$
$
111,249
224,338
10,621
179,112
(1) In our periodic communications, we discuss a key measure that is not calculated according to U.S. generally accepted
accounting principles (“GAAP”), adjusted EBITDA. Adjusted EBITDA is defined as earnings from continuing operations
before interest income and expense, income taxes, depreciation, amortization of acquired intangible assets, restructuring
and other charges, impairment of long-lived assets, acquisition costs and other related expenses, fair value adjustments
from purchase accounting and stock-based compensation costs. We use adjusted EBITDA as an important indicator of the
operating performance of our business. We use adjusted EBITDA in internal forecasts and models when establishing
internal operating budgets, supplementing the financial results and forecasts reported to our board of directors, determining
components of bonus and equity compensation for executive officers based on operating performance and evaluating short-
term and long-term operating trends in our operations. We believe the adjusted EBITDA financial measure assists in
providing a more complete understanding of our underlying operational measures to manage our business, to evaluate our
performance compared to prior periods and the marketplace, and to establish operational goals. We believe 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 our financial and operational decision-making.
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. We expect to continue to incur expenses similar to the
adjusted EBITDA financial adjustments described above, and investors should not infer from our presentation of this non-
GAAP financial measure that these costs are unusual, infrequent or non-recurring. See the Non-GAAP Financial Measures
section of this annual report for a reconciliation of our adjusted EBITDA to income from continuing operations.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
From time to time, information provided, statements made by our employees or information included in our filings with the
Securities and Exchange Commission may contain statements that are not historical facts but that are “forward-looking statements,”
which involve risks and uncertainties. You can identify these statements by the use of the words “may,” “will,” “could,” “should,”
“would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential”
and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ
materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of
defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen
weakness in the Company’s markets, effects of continued geopolitical unrest and regional conflicts, competition, changes in
technology and methods of marketing, delays in completing engineering and manufacturing programs, changes in customer order
patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes
in, or in the U.S. Government’s interpretation of, federal export control or procurement rules and regulations, market acceptance
of the Company's products, shortages in components, production delays due to performance quality issues with outsourced
components, inability to fully realize the expected benefits from acquisitions, divestitures and restructurings, or delays in realizing
such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, changes to export regulations,
increases in tax rates, 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 set forth under Part I-Item 1A (Risk Factors) in this Annual
Report on Form 10-K. We caution readers not to place undue reliance upon any such forward-looking statements, which speak
only as of the date made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances
after the date on which such statement is made.
30
OVERVIEW
Mercury Systems provides commercially developed, specialized processing subsystems and services for critical commercial,
defense, and intelligence applications. We deliver innovative solutions, rapid time-to-value and service and support to our defense
prime contractor customers. Our products and solutions have been deployed in more than 300 programs with over 25 different
defense prime contractors. Key programs include Aegis, Patriot, Surface Electronic Warfare Improvement Program ("SEWIP"),
Gorgon Stare, Predator and Reaper. Our organizational structure allows the Company to deliver capabilities that combine
technology building blocks and deep domain expertise in the defense sector. We believe our total portfolio of services and solutions
is unique in the industry for a commercial company. Mercury Systems operates across a broad spectrum of defense programs and,
effective for fiscal 2015, we deliver our solutions and services via two business units: (i) Mercury Commercial Electronics; and
(ii) Mercury Defense Systems. In the fourth quarter of fiscal 2014, we initiated a plan to divest our Mercury Intelligence Systems
business unit. Consequently, its operating results are included in discontinued operations for all periods presented (see Note C to
the consolidated financial statements).
As of June 30, 2014, we had 632 employees. Our revenue, (loss) from continuing operations and adjusted EBITDA for
fiscal 2014 were $208.7 million, $(4.1) million, and $23.5 million, respectively. See the Non-GAAP Financial Measures section
for a reconciliation of our (loss) income from continuing operations to adjusted EBITDA.
Our operations are organized in the following two reportable segments: (i) Mercury Commercial Electronics ("MCE") and
(ii) Mercury Defense Systems ("MDS").
Mercury Commercial Electronics, or MCE, provides affordable, innovative, commercially designed and developed,
specialized processing subsystems for critical commercial, defense and intelligence applications. We deliver innovative solutions,
rapid time-to-value and service and support to our prime defense contractor customers. Our technologies and capabilities include
embedded processing modules and subsystems, RF and microwave multi-function assemblies as well as subsystems, and RF and
microwave components.
MCE utilizes leading edge, high performance computing technologies architected by leveraging open standards and open
architectures to address highly data-intensive applications that include signal, sensor and image processing; all of this while
addressing the packaging challenges, often referred to as “SWaP” (size, weight, and power) that are common in military as well
as some commercial applications. In addition, MCE designs and builds RF and microwave components and subsystems to meet
the needs of the EW, SIGINT and other high bandwidth communications requirements and applications.
In fiscal 2014, MCE accounted for 84% of our total net revenues.
Mercury Defense Systems, or MDS, provides significant capabilities relating to pre-integrated, open, affordable electronic
warfare ("EW"), electronic attack ("EA") and electronic counter measure ("ECM") subsystems, and signals intelligence ("SIGINT")
and electro-optical/infrared (EO/IR) technologies. MDS deploys these solutions on behalf of defense prime contractors and the
Department of Defense ("DoD"), leveraging commercially available technologies and solutions (or “building blocks”) from our
MCE business and other commercial suppliers. MDS leverages this technology to develop integrated sensor processing subsystems,
often including classified application-specific software and intellectual property ("IP") for the C4ISR (command, control,
communications, computers, intelligence, surveillance and reconnaissance), EW, and ECM markets. MDS brings significant
domain expertise to customers, drawing on over 25 years of experience in EW, SIGINT, and radar environment test and simulation.
In fiscal 2014, MDS accounted for 16% of our total net revenues.
Since we are an OEM supplier to our commercial markets and conduct much of our business with our defense customers
via commercial items, requests by customers are a primary driver of revenue fluctuations from quarter to quarter. Customers
specify delivery date requirements that coincide with their need for our products. Because these customers may use our products
in connection with a variety of defense programs or other projects of different sizes and durations, a customer’s orders for one
quarter generally do not indicate a trend for future orders by that customer. Additionally, order patterns do not necessarily correlate
amongst customers and, therefore, we generally cannot identify sequential quarterly trends, even within our business units.
BUSINESS DEVELOPMENTS:
FISCAL 2014
During fiscal 2014, we moved into our new manufacturing facility in Hudson, New Hampshire that will provide a platform
for continued growth in our RF and microwave product lines. During the year, we consolidated four facilities into the new plant
and installed integrated business systems that will allow us to scale our RF and microwave capabilities both organically and through
merger and acquisition activities.
31
In fiscal 2014, we announced a restructuring plan ("2014 Plan") that was implemented as part of the final phase of integration
activities relating to our recent acquisitions. The integration plan includes the consolidation of manufacturing facilities,
centralization of administrative and manufacturing functions using common information systems and processes and rebalancing
of research and development investments. The restructuring plan included the elimination of 70 positions largely in engineering,
manufacturing and administrative functions. Additionally, we closed four facilities relocating all related activities to the Company's
Advanced Microelectronics Center ("AMC") in Hudson, New Hampshire. During the fourth quarter of fiscal 2014, we also
consolidated facilities at our corporate headquarters. These restructuring expenses associated with our fiscal 2014 integration plan
amounted to $5.4 million and affected both the MCE and MDS reportable segments. Future restructuring expenses associated
with the integration plan are expected to be approximately $3.1 million, which are anticipated to be completed by the end of the
second quarter of fiscal 2015.
FISCAL 2013
During the first quarter of fiscal 2013, we announced a restructuring plan ("Q1 2013 Plan") impacting primarily the MCE
business segment as a result of a significant decline in bookings and revenue. The plan consisted of the elimination of 142 positions
primarily in engineering and support staff areas. Additionally, during the fourth quarter of fiscal 2013, as a result of the first phase
of integration activities surrounding our recent acquisitions, we initiated a restructuring plan ("Q4 2013 Plan") that included the
sale of our Hudson, New Hampshire facility and the elimination of 17 positions primarily in operations. We incurred restructuring
charges of $7.1 million for the fiscal year ended June 30, 2013.
In fiscal 2013, we acquired Micronetics Inc., a leading designer and manufacturer of microwave and RF subsystems and
components for defense and commercial customers. Revenue and net loss from continuing operations of Micronetics included in
our consolidated statements of operations for fiscal 2013 were $35.5 million and $(3.8) million, respectively.
FISCAL 2012
On December 30, 2011, we acquired KOR Electronics. Based in Cypress, California, KOR Electronics designs and develops
DRFM units for a variety of modern EW applications, as well as radar environment simulation and test systems for defense
applications. The amount of revenue and net income of KOR Electronics included in our consolidated statements of operations
for fiscal 2012 were $11.9 million and $2.3 million, respectively.
In fiscal 2012, we concluded the financial targets which underlie the $5.0 million earn-out related to the LNX acquisition
would not be achieved. During the fourth quarter of fiscal 2012, we did not receive a purchase order for long lead-time materials
associated with the JCREW counter IED program. This timing issue, in itself, triggered a reversal of the earn-out (see Note D to
the consolidated financial statements). This reversal of the earn-out was recorded as an offset to operating expenses.
In fiscal 2012, we announced a restructuring plan (“2012 Plan”) affecting both the MCE and MDS reportable segments.
The 2012 Plan primarily consisted of involuntary separation costs related to the reduction in force which eliminated 41 positions
largely in engineering and manufacturing functions; and facility costs related to outsourcing of certain manufacturing activities
at our Huntsville, Alabama site.
32
RESULTS OF OPERATIONS:
FISCAL 2014 VS. FISCAL 2013
The following tables set forth, for the periods indicated, financial data from the consolidated statements of operations:
(In thousands)
Net revenues
Cost of revenues
Gross margin
Operating expenses:
Selling, general and administrative
Research and development
Amortization of intangible assets
Restructuring and other charges
Acquisition costs and other related expenses
Total operating expenses
Loss from operations
Other income, net
Loss from continuing operations before income taxes
Tax benefit
Loss from continuing operations
(Loss) income from discontinued operations, net of taxes
Fiscal 2014
208,729
113,985
94,744
53,685
35,693
7,328
5,443
—
102,149
(7,405)
1,492
(5,913)
(1,841)
(4,072)
(7,353)
(11,425)
$
$
As a % of
Total Net
Revenue
100.0 % $
54.6
45.4
25.7
17.1
3.5
2.6
—
48.9
(3.5)
0.7
(2.8)
(0.8)
(2.0)
(3.5)
(5.5)% $
Fiscal 2013
194,231
116,073
78,158
54,764
32,604
8,222
7,060
318
102,968
(24,810)
527
(24,283)
(10,501)
(13,782)
574
(13,208)
As a % of
Total Net
Revenue
100.0 %
59.8
40.2
28.2
16.8
4.2
3.6
0.2
53.0
(12.8)
0.3
(12.5)
(5.4)
(7.1)
0.3
(6.8)%
Net loss
REVENUES
(In thousands)
MCE
MDS
Eliminations
Total revenues
Fiscal
2014
As a % of
Total Net
Revenue
Fiscal
2013
As a % of
Total Net
Revenue
$
175,766
84% $
152,606
79% $
34,217
(1,254)
16%
—
41,491
134
21%
—
$
208,729
100% $
194,231
100% $
$ Change
% Change
23,160
(7,274)
(1,388)
14,498
15 %
(18)%
(1,036)%
7 %
Total revenues increased $14.5 million, or 7%, to $208.7 million during fiscal 2014 compared to $194.2 million during fiscal
2013. The increase was driven by higher defense revenues of $16.9 million, partially offset by lower commercial sales of $2.4
million. The increase in total revenues is primarily attributed to a recovery in our higher margin digital signal processing products
within MCE, specifically increases in the Aegis, Patriot, and UAV related programs, partially offset by decreases in the SEWIP
program as well as MDS's DRFM jammer and Gorgon Stare programs. International revenues, which consist of foreign military
sales through prime defense contractor customers and direct sales to non-U.S. based customers, decreased by $1.7 million to $51.3
million during fiscal 2014 compared to $53.0 million during fiscal 2013. The decrease was primarily driven by lower international
revenues in the Asia Pacific region. International revenues represented 25% and 27% of total revenues during fiscal 2014 and
2013, respectively.
Net MCE revenues increased $23.2 million, or 15%, during fiscal 2014 compared to fiscal 2013. The increase in net MCE
revenues was primarily driven by higher net defense revenues of $24.2 million, partially offset by lower commercial revenues of
$2.4 million. The increase in net MCE defense revenues was driven by a recovery in our higher margin digital signal processing
products, specifically increases in the Aegis, Patriot and UAV related programs, which were partially offset by decreases in the
SEWIP and Navy Multiband Terminal ("NMT") programs. Defense revenue accounted for 90% of net MCE revenues during fiscal
2014 compared to 87% in fiscal 2013.
33
Net MDS revenues decreased $7.3 million, or 18%, during fiscal 2014 compared to fiscal 2013. This decrease was driven
by the decreases in a DRFM jammer program and the Gorgon Stare program.
Eliminations revenue is attributable to development programs where the revenue is recognized in both segments under
contract accounting, and reflects the reconciliation to our consolidated results.
GROSS MARGIN
Gross margin was 45.4% for fiscal 2014, an increase of 520 basis points from the 40.2% gross margin achieved in fiscal
2013. The higher gross margin in fiscal 2014 was due to a more favorable product mix, primarily driven by a recovery in our
higher margin digital signal processing products within MCE and facilities consolidations as part of our integration plan. In addition,
fiscal 2013 included a $2.1 million non-recurring charge for a fair value adjustment from purchase accounting resulting from the
Micronetics acquisition.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses decreased $1.1 million, or 2%, to $53.7 million during fiscal 2014 compared
to $54.8 million during fiscal 2013. The overall decrease was primarily due to lower employee compensation expenses as a result
of progress achieved on our plan of integrating and consolidating facilities, systems, and processes. Selling, general and
administrative expenses decreased as a percentage of revenue to 25.7% during fiscal 2014 from 28.2% during fiscal 2013 due to
higher revenues in fiscal 2014 and overall expense reductions, as compared to the comparable period in fiscal 2013.
RESEARCH AND DEVELOPMENT
Research and development expenses increased $3.1 million, or 9.5%, to $35.7 million during fiscal 2014 compared to $32.6
million for fiscal 2013. The increase was primarily due to $0.8 million lower customer funded projects, $0.9 million higher
prototype expenses, and $2.0 million increased employee compensation expenses, including stock compensation expense. Research
and development expenses accounted for 17.1% and 16.8% of our revenues during fiscal 2014 and fiscal 2013, respectively. These
increases were partially offset by lower depreciation expenses.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets decreased $0.9 million, or 11%, to $7.3 million during fiscal 2014 compared to $8.2 million
for fiscal 2013, primarily due to a portion of the Micronetics related intangible assets being fully amortized during the first quarter
of fiscal 2014.
RESTRUCTURING EXPENSE
Restructuring and other charges decreased 23%, or $1.6 million, to $5.4 million during fiscal 2014 compared to $7.1 million
in fiscal 2013. The fiscal 2014 restructuring activities included the elimination of 70 positions largely in engineering, manufacturing
and administrative functions. Additionally, we closed four facilities relocating all related activities to the Company's Advanced
Microelectronics Center ("AMC") in Hudson, New Hampshire. We also completed the first phase of our Chelmsford, Massachusetts
headquarters consolidation in the fourth quarter of fiscal 2014. Future restructuring expenses associated with the integration plan
are expected to be approximately $3.1 million.We expect to realize approximately $16 million in annualized savings from the
fiscal 2014 cost reduction activities, which are expected to be completed by the end of the second quarter of fiscal 2015.
The restructuring plans implemented during fiscal 2013 consisted of $5.5 million of involuntary separation costs related to
the reduction in force which eliminated 159 positions, primarily from our engineering, administrative, and manufacturing functions,
and $1.4 million in facility charges for our Hudson, New Hampshire, Huntsville, Alabama, and Ewing, New Jersey sites. Our
fiscal 2013 restructuring plans were implemented to cope with reduced defense revenues and the near term uncertainties in the
defense industry driven by the potential for defense budget sequestration. Additionally, fiscal 2013 activities were implemented
as a result of integration efforts of recent acquisitions and the planned consolidation of our manufacturing facilities in Salem, New
Hampshire and Hudson, New Hampshire.
OTHER INCOME
Other income increased $1.0 million to $1.5 million during fiscal 2014 compared to $0.5 million in fiscal 2013. The increase
was a result of foreign currency exchange gains during fiscal 2014 compared to losses during fiscal 2013 primarily driven by
changes in the Japanese yen versus the U.S. dollar. Other income included $1.2 million in amortization of the gain on the sale
leaseback of our corporate headquarters located in Chelmsford, Massachusetts during fiscal 2014 and 2013. Interest income and
interest expense for fiscal years 2014 and 2013 were de minimis.
34
INCOME TAXES
We recorded an income tax benefit of $1.8 million in fiscal 2014 compared to an income tax benefit of $10.5 million in fiscal
2013. The effective tax rates for fiscal 2014 and fiscal 2013 were 31.1% and 43.2%, respectively.
Our effective tax rate for fiscal 2014 differed from the federal statutory rate primarily due to non-deductible equity
compensation, partially offset by benefits related to research and development tax credits, domestic manufacturing deductions
and foreign tax credits.
The difference in the effective tax rates is mainly driven by fiscal 2014 including only six-months of federal research and
development tax credits compared to 18 months in fiscal 2013 due to the timing of the tax credit extension and lower non-deductible
stock compensation in fiscal 2013.
DISCONTINUED OPERATIONS
We incurred a loss from discontinued operations of $7.4 million in fiscal 2014 compared to income from discontinued
operations of $0.5 million in fiscal 2013. The loss from discontinued operations in fiscal 2014 includes a $6.7 million impairment
of goodwill in our MIS business.
SEGMENT OPERATING RESULTS
Adjusted EBITDA, the non-GAAP profitability measure for our segment reporting, is defined as earnings from continuing
operations before interest income and expense, income taxes, depreciation, amortization of acquired intangible assets, restructuring
and other charges, impairment of long-lived assets, acquisition costs and other related expenses, fair value adjustments from
purchase accounting and stock-based compensation costs. We utilize the adjusted EBITDA financial measure to assist in providing
a more complete understanding of our underlying operational measures in order to manage the business, evaluate our performance
compared to prior periods and the marketplace, and to establish operational goals.
Adjusted EBITDA for MCE increased $15.7 million to $18.5 million during fiscal 2014, as compared to $2.8 million during
fiscal 2013. The increase in adjusted EBITDA was primarily driven by higher revenues and higher gross margins due to favorable
product revenue mix. MCE generated $184.8 million in revenues including intersegment revenues in fiscal 2014 compared to
$166.3 million in fiscal 2013. This increase in revenues was coupled with higher margins driven by the recovery of our higher
margin digital signal processing products.
Adjusted EBITDA for MDS decreased by $1.4 million during fiscal 2014 to $5.7 million, as compared to $7.1 million in
fiscal 2013. The decrease is primarily driven by lower MDS revenues including intersegment revenues in fiscal 2014 of
$34.2 million as compared to $41.5 million in fiscal 2013.
See Note Q to our consolidated financial statements for more information regarding our operating segments as well as the
Company's reconciliations of loss from continuing operations to its adjusted EBITDA.
35
FISCAL 2013 VS. FISCAL 2012
The following tables set forth, for the periods indicated, financial data from the consolidated statement of operations:
(In thousands)
Net revenues
Cost of revenues
Gross margin
Operating expenses:
Selling, general and administrative
Research and development
Amortization of intangible assets
Restructuring and other charges
Acquisition costs and other related expenses
Change in the fair value of the liability related to the
LNX earn-out
Total operating expenses
(Loss) income from operations
Other income, net
(Loss) income from continuing operations before tax
(benefit) provision
Tax (benefit) provision
(Loss) income from continuing operations
Income from discontinued operations, net of taxes
$
Fiscal 2013
194,231
116,073
78,158
54,764
32,604
8,222
7,060
318
—
102,968
(24,810)
527
(24,283)
(10,501)
(13,782)
574
(13,208)
$
As a % of
Total Net
Revenue
100.0 % $
59.8
40.2
28.2
16.8
4.2
3.6
0.2
—
53.0
(12.8)
0.3
(12.5)
(5.4)
(7.1)
0.3
Fiscal 2012
237,070
103,262
133,808
55,625
45,984
3,551
2,712
1,219
(4,938)
104,153
29,655
1,659
31,314
8,991
22,323
296
As a % of
Total Net
Revenue
100.0%
43.6
56.4
23.5
19.4
1.4
1.1
0.5
(2.0)
43.9
12.5
0.7
13.2
3.8
9.4
0.1
(6.8)% $
22,619
9.5%
Net (loss) income
REVENUES
(In thousands)
MCE
MDS
Eliminations
Total revenues
Fiscal
2013
As a % of
Total Net
Revenue
Fiscal
2012
As a % of
Total Net
Revenue
$
152,606
79% $
203,979
86% $
41,491
134
21%
—
32,731
360
14%
—
$
194,231
100% $
237,070
100% $
$ Change
% Change
(51,373)
8,760
(226)
(42,839)
(25)%
27 %
(63)%
(18)%
Total revenues decreased $42.8 million, or 18%, to $194.2 million during fiscal 2013 compared to $237.1 million during
fiscal 2012. International revenues, which consist of foreign military sales through prime defense contractor customers and direct
sales to non-U.S. based customers, decreased by $2.2 million to $41.5 million during fiscal 2013 compared to $43.7 million during
fiscal 2012. International revenues represented 21% of total revenues during fiscal 2013 and 18% of total revenue during fiscal
2012.
Net MCE revenues decreased $51.4 million, or 25%, to $152.6 million during fiscal 2013 compared to $204.0 million in
fiscal 2012. The decrease in net MCE revenues was primarily driven by lower net defense revenues of $56.2 million driven by a
decline in our digital signal processing product revenue. These declines were net of an offset of $35.5 million of revenues contributed
by Micronetics. The decreases in net MCE revenues were attributable to decreases in Joint Strike Fighter ("JSF"), Patriot, Aegis
and UAV related programs. This decrease was partially offset by higher commercial revenues of $4.8 million. Defense revenue
accounted for 87% of net MCE revenues during fiscal 2013 compared to 93% in fiscal 2012.
Net MDS revenues increased $8.8 million, or 27%, to $41.5 million during fiscal 2013 compared to $32.7 million in fiscal
2012. This increase was driven by the inclusion of a full year of revenues contributed as part of the KOR acquisition, as compared
to six months of revenues in fiscal 2012. This increase was partially offset by lower revenues from the Gorgon Stare program.
36
Eliminations revenue is attributable to development programs where the revenue is recognized in both segments under
contract accounting, and reflects the reconciliation to our consolidated results.
GROSS MARGIN
Gross margin was 40.2% for fiscal 2013, a decrease of 1620 basis points, from the 56.4% gross margin achieved in fiscal
2012. The decrease in gross margin was primarily driven by sharp revenue declines in our higher margin MCE digital signal
processing product line coupled with inclusion of revenues from Micronetics and MDS which carry comparatively lower margins.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses decreased $0.8 million, or 1.5%, to $54.8 million during fiscal 2013 compared
to $55.6 million during fiscal 2012. The overall decrease was primarily due to decreases in compensation expenses from cost
reduction initiatives as a result of our 2012 and 2013 restructuring plans which occurred in the fourth quarter of fiscal 2012, and
the first and fourth quarters of fiscal 2013. These reductions were partially offset by increased employee compensation expenses
from the Micronetics and KOR acquisitions. Selling, general and administrative expenses increased as a percentage of revenues
to 28.2% during fiscal 2013 from 23.5% during fiscal 2012 due to lower revenue.
RESEARCH AND DEVELOPMENT
Research and development expenses decreased $13.4 million, or 29%, to $32.6 million during fiscal 2013 compared to $46.0
million for fiscal 2012. The decrease was primarily due to a $10.2 million decrease in compensation expense from cost reduction
initiatives as a result of our 2012 and 2013 restructuring plans which occurred in the fourth quarter of fiscal 2012, the first quarter
of fiscal 2013 and the fourth quarter of fiscal 2013, and a $4.2 million decrease in prototype material. These decreases were slightly
offset by increased compensation expenses from the Micronetics acquisition. Research and development expenses accounted for
16.8% and 19.4% of our revenues during fiscal 2013 and fiscal 2012, respectively.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets increased $4.7 million to $8.2 million during fiscal 2013 compared to $3.5 million for
fiscal 2012, primarily due to amortization of intangible assets from the Micronetics acquisition completed in August 2012 and the
KOR acquisition completed in December 2011.
RESTRUCTURING EXPENSE
There was $7.1 million of restructuring expense recorded in fiscal 2013 as compared to $2.7 million in fiscal 2012. The
restructuring plans implemented in the first and fourth quarters of fiscal 2013 included of $5.5 million of involuntary separation
costs related to the reduction in force which eliminated 159 positions, primarily from our engineering, administrative, and
manufacturing functions, and $1.4 million in facility charges for our Hudson, New Hampshire, Huntsville, Alabama, and Ewing,
New Jersey sites. Our 2013 Plan was implemented to cope with reduced defense revenues and the near term uncertainties in the
defense industry driven by the potential for defense budget sequestration. The plans were also implemented as a result of integration
efforts of recent acquisitions and the planned consolidation of our manufacturing facilities in Salem, New Hampshire and Hudson,
New Hampshire.
The restructuring plan implemented in fiscal 2012 primarily consisted of involuntary separation costs related to the reduction
in force which eliminated 41 positions largely in engineering and manufacturing functions; and facility costs related to outsourcing
of certain manufacturing activities at our Huntsville, Alabama site.
ACQUISITION COSTS AND OTHER RELATED EXPENSES
We incurred $0.3 million of acquisition costs and other related expenses during fiscal 2013, in connection with the acquisition
of Micronetics, as compared to $1.2 million during fiscal 2012, in connection with the Micronetics and KOR acquisitions.
OTHER INCOME, NET
Other income decreased $1.1 million to $0.5 million during fiscal 2013 compared to $1.7 million in fiscal 2012. Other
income in fiscal 2013 primarily consisted of $1.2 million in amortization of the gain on the sale leaseback of our corporate
headquarters located in Chelmsford, Massachusetts and was partially offset by $0.9 million of net foreign currency exchange
losses.
Interest income and interest expense for fiscal years 2013 and 2012 were de minimis.
37
INCOME TAXES
We recorded an income tax benefit of $10.5 million in fiscal 2013 compared to an income tax provision of $9.0 million in
fiscal 2012. The effective tax rates for fiscal 2013 and fiscal 2012 were 43.2% and 28.8%, respectively.
The difference in the effective tax rates in fiscal 2013 compared to fiscal 2012 is mainly driven by the change in the fair
value of the liability related to the LNX earn-out of $4.9 million offset by $1.2 million of acquisition costs, both of which occurred
in fiscal 2012 and were not subject to tax. The fiscal 2012 rate was also impacted by six-months of federal research and development
tax credits compared to 18 months in fiscal 2013 due to the timing of the tax credit extension.
DISCONTINUED OPERATIONS
Income from discontinued operations, net of taxes, was $0.5 million in fiscal 2013 compared to $0.3 million in fiscal 2012.
The increase in income from discontinued operations is attributable to the inclusion of a full year's results of our MIS business in
fiscal 2013 versus six months in fiscal 2012.
SEGMENT OPERATING RESULTS
Adjusted EBITDA for MCE decreased $37.7 million to $2.8 million during fiscal 2013, as compared to $40.5 million during
fiscal 2012. The decrease in adjusted EBITDA was primarily driven by lower revenues and lower gross margins based on
unfavorable product revenue mix. MCE generated $166.3 million in revenues including intersegment revenues in fiscal 2013
compared to $216.5 million in fiscal 2012. This decrease in revenues was partially offset by lower operating expenses as a result
of our fiscal 2013 cost saving initiatives, including the reductions in force which eliminated 159 positions. Overall, operating
expenses increased as a percent of revenue due to the decline in revenues.
Adjusted EBITDA for MDS decreased by $0.2 million during fiscal 2013 to $7.1 million, as compared to $7.3 million in
fiscal 2012. The fiscal 2013 decrease in adjusted EBITDA was primarily due to incurring a full year of MDS operating expenses
in fiscal 2013 compared to six months of operating expenses in fiscal 2012 based on the timing of the KOR acquisition.
See Note Q to our consolidated financial statements for more information regarding our operating segments as well as the
Company's reconciliations of earnings (loss) from continuing operations to its adjusted EBITDA.
LIQUIDITY AND CAPITAL RESOURCES
During fiscal 2014, our primary source of liquidity came from existing cash and cash generated from operations. Our near-
term fixed commitments for cash expenditures consist primarily of payments under operating leases and inventory purchase
commitments with our contract manufacturers. We do not currently have any material commitments for capital expenditures.
Based on our current plans and business conditions, we believe that existing cash, cash equivalents, available line of credit,
cash generated from operations, and financing capabilities will be sufficient to satisfy our anticipated cash requirements for at
least the next twelve months.
Shelf Registration Statement
On August 2, 2011, we filed a shelf registration statement on Form S-3 with the SEC. The shelf registration statement, which
has been declared effective by the SEC, registered up to $500 million of debt securities, preferred stock, common stock, warrants
and units. We intend to use the proceeds from a financing using the shelf registration statement for general corporate purposes,
which may include the following:
the acquisition of other companies or businesses;
•
the repayment and refinancing of debt;
•
•
capital expenditures;
• working capital; and
•
other purposes as described in the prospectus supplement.
Upon the expiration of the 2011 shelf registration statement in mid-August 2014, we plan to file a new $500 million shelf
registration statement to replace our existing one.
Senior Unsecured Credit Facility
On October 12, 2012, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of commercial banks,
with KeyBank National Association acting as the administrative agent. The Credit Agreement provides for a $200.0 million senior
unsecured revolving line of credit (the “Revolver”). We can borrow up to $200.0 million based on our consolidated EBITDA for
the prior trailing four quarters and subject to compliance with the financial covenants discussed below. The Revolver is available
for working capital, acquisitions, and general corporate purposes of the Company and its subsidiaries. The Revolver is available
38
for borrowing during a five year period, with interest payable periodically during such period as provided in the Credit Agreement
and principal due at the maturity of the Revolver.
The Credit Agreement has an accordion feature permitting us to request from the lenders an increase in the aggregate amount
of the credit facility in the form of an incremental revolver or term loan in an amount not to exceed $50.0 million. Any such
increase would require only the consent of the lenders increasing their respective commitments under the credit facility.
The interest rates applicable to borrowings under the Credit Agreement involve various rate options that are available to us.
The rates are calculated using a combination of conventional base rate measures plus a margin over those rates. The base rates
consist of LIBOR rates or prime rates. The actual rates will depend on the level of these underlying rates plus a margin based on
our leverage at the time of borrowing.
Borrowings under the Credit Agreement are senior unsecured loans. Each of our domestic subsidiaries is a guarantor under
the Credit Agreement.
The Credit Agreement provides for conventional affirmative and negative covenants, including a maximum leverage ratio
of 3.50x and a minimum interest coverage ratio of 3.0x. Each of the two ratios referred to above is calculated based on consolidated
EBITDA, as defined in the Credit Agreement, on a consolidated basis for each consecutive four fiscal quarter period, after giving
pro forma effect for any acquisitions or dispositions. Acquisitions are permitted under the Credit Agreement without any dollar
limitation so long as, among other requirements, no default or event of default exists or would result. In addition, the Credit
Agreement contains certain customary representations and warranties, and events of default.
As of June 30, 2014, there was $75.8 million of borrowing capacity available based on our consolidated EBITDA for the
trailing four quarters ended June 30, 2014. There were no borrowings outstanding on the Credit Agreement; however, there were
outstanding letters of credit of $4.1 million. We were in compliance with all covenants and conditions under the Credit Agreement.
CASH FLOWS
(In thousands)
As of and for the fiscal year ended
Net cash provided by (used in) operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at end of year
June 30, 2014
June 30, 2013
June 30, 2012
$
$
$
$
$
14,241
$
(6,720) $
$
742
8,161
47,287
$
$
(1,871) $
(71,091) $
(3,669) $
(76,838) $
$
39,126
31,869
(80,802)
1,975
(46,911)
115,964
Our cash and cash equivalents increased by $8.2 million during fiscal 2014 primarily as a result of $14.2 million in cash
generated by operating activities, partially offset by $6.7 million in purchases of property and equipment.
Operating Activities
During fiscal 2014, we generated $14.2 million in cash from operating activities, an increase of $16.1 million when compared
to $1.9 million in cash used in operating activities in fiscal 2013. The increase in cash generated by operating activities was
primarily a result of $1.8 million of lower comparable net loss, a $14.3 million decrease in cash used for payables and accrued
expenses, a $6.7 million increase in non-cash activity from the impairment of goodwill associated with the MIS discontinued
operations, $4.6 million generated from the lower deferred income taxes, and $5.4 million in lower inventory purchases. The
increase in cash generated from operating activities was partially offset by timing of accounts receivable collections of $17.2
million. Our ability to generate cash from operations in future periods will depend in large part on profitability, the rate and timing
of collections of accounts receivable, our inventory turns and our ability to manage other areas of working capital.
During fiscal 2013, we used $1.9 million in cash for operating activities, a decrease of $33.8 million when compared to
$31.9 million in cash generated from operating activities in fiscal 2012. The decline in cash generated by operating activities was
primarily a result of lower comparable net income of $35.8 million and a $12.0 million increase in cash used for payables and
accrued expenses. These increases in the use of cash were partially offset by $2.0 million in lower accounts receivable, $7.7 million
in lower inventory purchases and $5.6 million generated from higher depreciation and amortization.
39
Investing Activities
During fiscal 2014, we used cash of $6.7 million in investing activities compared to $71.1 million used during fiscal 2013.
The $64.4 million decrease in cash used in investing activities was primarily driven by $67.7 million used for the Micronetics
acquisition in fiscal 2013, partially offset by increased capital expenditures of $2.8 million in fiscal 2014.
During fiscal 2013, we used cash of $71.1 million in investing activities compared to $80.8 million used during fiscal 2012.
The $9.7 million decrease in cash used in investing activities was primarily driven by $3.3 million of less cash spent on acquisitions
and $5.5 million of lower purchases of property and equipment.
Financing Activities
During fiscal 2014, we generated $0.7 million from financing activities compared to $3.7 million cash used in financing
activities during fiscal 2013. The $4.4 million change in cash from financing activities was primarily due to a $6.6 million payment
to settle debt acquired as part of the Micronetics acquisition, partially offset by the release of $3.0 million of restricted cash both
of which occurred during fiscal 2013.
During fiscal 2013, $3.7 million of cash was used in financing activities compared to $2.0 million generated from financing
activities during fiscal 2012. The $5.7 million change in cash from financing activities was primarily due to a $6.6 million payment
to settle debt acquired as part of the Micronetics acquisition during fiscal 2013.
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
The following is a schedule of our commitments and contractual obligations outstanding at June 30, 2014:
(In thousands)
Operating leases
Purchase obligations
Capital lease obligations
Total
Less Than
1 Year
2-3
Years
4-5
Years
More Than
5 Years
$
$
$
$
25,275
$
4,649
$
8,809
$
3,833
$
7,984
25,964
256
25,964
256
—
—
—
—
—
—
51,495
$
30,869
$
8,809
$
3,833
$
7,984
We have a liability at June 30, 2014 of $3.2 million for uncertain tax positions that have been taken or are expected to be
taken in various income tax returns. We do not know the ultimate resolution of these uncertain tax positions and as such, do not
know the ultimate timing of payments related to this liability. Accordingly, these amounts are not included in the above table.
Purchase obligations represent open non-cancelable purchase commitments for certain inventory components and services
used in normal operations. The purchase commitments covered by these agreements are for less than one year and aggregated
$26.0 million at June 30, 2014.
Our standard product sales and license agreements entered into in the ordinary course of business typically contain an
indemnification provision pursuant to which we indemnify, hold harmless, and agree to reimburse the indemnified party for losses
suffered or incurred by the indemnified party in connection with certain intellectual property infringement claims by any third
party with respect to our products. Such provisions generally survive termination or expiration of the agreements. The potential
amount of future payments we could be required to make under these indemnification provisions is, in some instances, unlimited.
OFF-BALANCE SHEET ARRANGEMENTS
Other than our lease commitments incurred in the normal course of business and certain indemnification provisions, we do
not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in
transferred assets, or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any
majority-owned subsidiaries that are not consolidated in the financial statements. Additionally, we do not have an interest in, or
relationships with, any special purpose entities.
RELATED PARTY TRANSACTIONS
During fiscal 2014 and 2013, we did not engage in any related party transactions.
40
NON-GAAP FINANCIAL MEASURES
In our periodic communications, we discuss two important measures that are not calculated according to U.S. generally
accepted accounting principles (“GAAP”), adjusted EBITDA and free cash flow.
Adjusted EBITDA is defined as earnings from continuing operations before interest income and expense, income taxes,
depreciation, amortization of acquired intangible assets, restructuring and other charges, impairment of long-lived assets,
acquisition costs and other related expenses, fair value adjustments from purchase accounting and stock-based compensation costs.
We use adjusted EBITDA as an important indicator of the operating performance of our business. We use adjusted EBITDA in
internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts
reported to our board of directors, determining a component of bonus and equity compensation for executive officers based on
operating performance and evaluating short-term and long-term operating trends in our operations. We believe the adjusted EBITDA
financial measure assists in providing a more complete understanding of our underlying operational measures to manage our
business, to evaluate our performance compared to prior periods and the marketplace, and to establish operational goals. We believe
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 our financial and operational decision-making.
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. We expect to continue to incur expenses similar to the adjusted EBITDA
financial adjustments described above, and investors should not infer from our presentation of this non-GAAP financial measure
that these costs are unusual, infrequent or non-recurring.
The following table reconciles our (loss) income from continuing operations, the most directly comparable GAAP financial
measure, to our adjusted EBITDA:
(In thousands)
(Loss) income from continuing operations
Interest expense, net
Tax (benefit) expense
Depreciation
Amortization of acquired intangible assets
Restructuring and other charges
Acquisition costs and other related expenses
Fair value adjustments related to purchase accounting items
Stock-based compensation cost
Adjusted EBITDA
Year Ended June 30,
2014
2013
2012
$
(4,072) $
40
(1,841)
7,625
(13,782) $
31
(10,501)
8,445
7,328
5,443
—
—
8,999
8,222
7,060
318
2,293
7,854
$
23,522
$
9,940
$
22,323
27
8,991
7,837
3,551
2,712
1,219
(5,238)
6,572
47,994
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. We believe free cash flow
provides investors with an important perspective on cash available for investments and acquisitions after making capital investments
required to support ongoing business operations and long-term value creation. We believe that trends in our free cash flow are
valuable indicators of our 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. We expect to continue to incur expenditures similar to the free cash flow
adjustment described above, and investors should not infer from our presentation of this non-GAAP financial measure that these
expenditures reflect all of our obligations which require cash.
41
The following table reconciles cash provided by operating activities, the most directly comparable GAAP financial measure,
to free cash flow:
(In thousands)
Cash provided by (used in) operating activities
Purchases of property and equipment
Free cash flow
Year Ended June 30,
2014
2013
2012
$
$
14,241
(6,701)
7,540
$
$
(1,871) $
(3,880)
(5,751) $
31,869
(9,427)
22,442
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES
We have identified the policies discussed below as critical to understanding our business and our results of operations. The
impact and any associated risks related to these policies on our business operations are discussed throughout Management’s
Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected
financial results. We believe the following critical accounting policies to be those most important to the portrayal of our financial
position and results of operations and those that require the most subjective judgment.
REVENUE RECOGNITION
We recognize revenue using three different types of accounting methods: ship and bill, multiple-deliverable arrangements
and contract accounting which encompass the percentage of completion, completed contract and time and materials methods. Ship
and bill revenues, multiple-deliverable arrangements and contract accounting revenues totaled 35%, 37%, and 28% of total
Company revenues in fiscal 2014, respectively. Revenue from system sales is recognized upon shipment utilizing the ship and
bill method provided that title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, the
sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria,
if any, have been successfully demonstrated. For multiple-deliverable revenue arrangements that may include a combination of
hardware components, related integration or other services, we allocate revenue to each deliverable based on its relative selling
price. We generally determine relative selling price using best estimate of the selling price (“BESP”). Each deliverable within our
multiple-deliverable revenue arrangement is accounted for as a separate unit of accounting if the delivered item or items have
value to the customer on a standalone basis. We consider a deliverable to have standalone value if the item is sold separately by
us or another vendor or if the item could be resold by the customer. Of our multiple-deliverable revenue arrangements, approximately
50% typically ship complete within the same quarter.
We also have long term production type contracts that are fixed-price for which we apply the percentage-of-completion
method for revenue recognition. Application of the percentage-of-completion method requires significant judgment relative to
estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and
complexity of the work to be performed, anticipated increases in wages and prices for subcontractor services and materials, and
the availability of subcontractor services and materials. Our estimates are based upon the professional knowledge and experience
of our engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract's
schedule, performance, technical matters and estimated cost at completion. A cancellation, schedule delay, or modification of a
fixed-price contract which is accounted for using the percentage-of-completion method may adversely affect our gross margins
for the period in which the contract is modified or canceled. Changes in estimates are applied retrospectively and when adjustments
in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to
performance in prior periods. For time and materials contracts, revenue reflects the number of direct labor hours expended in the
performance of a contract multiplied by the contract billing rate, as well as reimbursement of other billable direct costs.
For all types of contracts, we recognize anticipated contract losses as soon as they become known and estimable. In fiscal
2014, we recognized approximately $0.4 million on these contracts when the losses became known and estimable. We do not
provide our customers with rights of product return, other than those related to warranty provisions that permit repair or replacement
of defective goods. We accrue for anticipated warranty costs upon product shipment. Our payment terms generally range from 30
to 90 days from invoice date based on the nature of the contracts, customers' geographic locations and customer type.
We define service revenues as revenue from activities that are not associated with the design, development, production, or
delivery of tangible assets, software or specific capabilities sold by us. Examples of our service revenues include: analyst
services and systems engineering support, consulting, maintenance and other support, testing and installation. We combine our
product and service revenues into a single class as services revenues do not exceed 10 percent of total revenues.
INVENTORY VALUATION
We value our inventory at the lower of cost (first-in, first-out) or its current estimated market value. We write down inventory
for excess and obsolescence based upon assumptions about future demand, product mix and possible alternative uses. Actual
demand, product mix and alternative usage may be lower than those that we project and this difference could have a material
42
adverse effect on our gross margin if inventory write-downs beyond those initially recorded become necessary. Alternatively, if
actual demand, product mix and alternative usage are more favorable than those we estimated at the time of such a write-down,
our gross margin could be favorably impacted in future periods.
GOODWILL, INTANGIBLE ASSETS AND LONG-LIVED ASSETS
We evaluate whether goodwill is impaired annually and when events occur or circumstances change. We test goodwill for
impairment at the reporting unit level. Goodwill impairment guidance provides entities an option to perform a qualitative assessment
(commonly known as “step zero”) to determine whether further impairment testing is necessary before performing the two-step
test. The qualitative assessment requires significant judgments by management about macro-economic conditions including the
entity's operating environment, its industry and other market considerations, entity-specific events related to financial performance
or loss of key personnel, and other events that could impact the reporting unit. If we conclude that further testing is required, the
impairment test involves a two-step process. Step one compares the fair value of the reporting unit with its carrying value, including
goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to determine if there is an
impairment of the goodwill. Step two compares the implied fair value of the reporting unit's goodwill to the carrying amount of
the goodwill. The Company estimates the fair value of its reporting units using the income approach based upon a discounted cash
flow model. In addition, the Company uses the market approach, which compares the reporting unit to publicly-traded companies
and transactions involving similar businesses, to support the conclusions of the income approach. The income approach requires
the use of many assumptions and estimates including future revenues, expenses, capital expenditures, and working capital, as well
as discount factors and income tax rates.
As part of our annual goodwill impairment testing performed on May 31, 2014, we utilized the income approach to determine
the fair value of each reporting unit, including MCE, MDS and MIS. Our expected future cash flows based on our January 1, 2014
mid-year forecasts indicated material changes for our MIS reporting unit. Therefore, we used contemporaneous forecasts in order
to evaluate each reporting unit. As part of our annual goodwill impairment testing, we utilized a discount rate for each of our
reporting units that we believe represents the risks that our businesses face, considering their sizes, the current economic
environment, and other industry data we believe is appropriate. The discount rate for MCE, MDS, and MIS were 11.5%, 13.5%,
and 13%, respectively. The annual testing indicated that the fair values of our MCE and MDS significantly exceeding their carrying
values, and thus no further testing was required. However, the MIS reporting unit fair value did not exceed its carrying value,
indicating an impairment and hence step two procedures were performed. The results of step two determined a goodwill impairment
of $6.8 million which is included in discontinued operations for our consolidated financial statements, excluding the statements
of shareholders' equity and cash flows (see Note C for discontinued operations).
We also review finite-lived intangible assets and long-lived assets when indications of potential impairment exist, such as a
significant reduction in undiscounted cash flows associated with the assets. Should the fair value of our long-lived assets decline
because of reduced operating performance, market declines, or other indicators of impairment, a charge to operations for impairment
may be necessary. During the fourth quarter of fiscal 2014, we incurred a triggering event as a result of the contemporaneous
forecast updates for the MIS business unit. As a result, we discontinued operations for the MIS business unit. Testing of the
valuation of long-lived assets of the MIS asset group indicated no impairment, as the estimated undiscounted cash flows of the
MIS asset group, less estimated costs to sell, significantly exceeded its carrying value.
INCOME TAXES
The determination of income tax expense requires us to make certain estimates and judgments concerning the calculation
of deferred tax assets and liabilities, as well as the deductions and credits that are available to reduce taxable income. We recognize
deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated
financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax rates for the year in which the differences are expected
to reverse.
In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including
our past operating results, and our forecast of future earnings, future taxable income and tax planning strategies. The assumptions
utilized in determining future taxable income require significant judgment. We record a valuation allowance against net deferred
tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be
realized. If it becomes more likely than not that a tax asset will be used for which a reserve has been provided, we reverse the
related valuation allowance. If our actual future taxable income by tax jurisdiction differs from estimates, additional allowances
or reversals of reserves may be necessary.
We use a two-step approach to recognize and measure uncertain tax positions. First, the tax position must be evaluated to
determine the likelihood that it will be sustained upon external examination. If the tax position is deemed more-likely-than-not to
be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The
amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon
43
ultimate settlement. We reevaluate our uncertain tax positions on a quarterly basis and any changes to these positions as a result
of tax audits, tax laws or other facts and circumstances could result in additional charges to operations.
BUSINESS COMBINATIONS
We utilized the acquisition method of accounting for business combinations and allocate the purchase price of an acquisition
to the various assets acquired and liabilities assumed based on their estimated fair values. We primarily establish fair value using
the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and
estimates including future revenues and expenses, as well as discount factors and income tax rates.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, an amendment of the FASB Accounting Standards
Codification. The ASU requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset when net operating
loss carryforwards, similar tax losses, or tax credit carryforwards exist and certain criteria are met. The ASU is effective
prospectively for annual reporting periods beginning after December 15, 2013. This guidance is not expected to have a material
impact to our consolidated financial statements.
In April 2014, the FASB ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and
Equipment (Topic 360), an amendment of the FASB Accounting Standards Codification. The ASU clarifies the definition of
discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent
strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Additionally, the amendments
in this ASU require expanded disclosure for discontinued operations to provide users with more information about the assets,
liabilities, revenues, and expenses. The ASU is effective for us on July 1, 2015, including interim periods within that reporting
period and we have not elected to early adopt the guidance. This guidance is not expected to have a material impact on our
consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to
recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.
The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is
effective for us on July 1, 2017 and early application is not permitted. The standard permits the use of either the retrospective or
cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial
statements and related disclosures. We have not yet selected a transition method nor has it determined the effect of the standard
on its ongoing financial reporting.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
Our exposure to interest rate risk is related primarily to our investment portfolio and our line of credit. Our investment
portfolio includes money market funds from high quality U.S. government issuers. A change in prevailing interest rates may cause
the fair value of our investments to fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the
then-prevailing rate and the prevailing rate rises, the fair value of the principal amount of our investment will probably decline.
To minimize this risk, investments are generally available for sale and we generally limit the amount of credit exposure to any
one issuer. Our line of credit was unused at June 30, 2014.
FOREIGN CURRENCY RISK
We operate primarily in the United States; however, we conduct business outside the United States through our foreign
subsidiaries in Europe and Japan, where business is largely transacted in non-U.S. dollar currencies. Accordingly, we are subject
to exposure from adverse movements in the exchange rates of local currencies. Local currencies are used as the functional currency
for our subsidiaries in Europe and Japan. Consequently, changes in the exchange rates of the currencies may impact the translation
of the foreign subsidiaries’ statements of operations into U.S. dollars, which may in turn affect our consolidated statement of
operations.
We have not entered into any financial derivative instruments that expose us to material market risk, including any instruments
designed to hedge the impact of foreign currency exposures. We may, however, hedge such exposure to foreign currency exchange
rate fluctuations in the future.
44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Mercury Systems, Inc.:
We have audited the accompanying consolidated balance sheets of Mercury Systems, Inc. and subsidiaries as of June 30,
2014 and 2013, and the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and
cash flows for each of the years in the three-year period ended June 30, 2014. In connection with our audits of the consolidated
financial statements, we also have audited financial statement Schedule II. We also have audited Mercury Systems, Inc.’s internal
control over financial reporting as of June 30, 2014, based on criteria established in Internal Control - Integrated Framework
(1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Mercury Systems, Inc.’s
management is responsible for these consolidated financial statements and financial statement Schedule II, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Annual Report on Internal Controls Over Financial Reporting. Our responsibility
is to express an opinion on these consolidated financial statements and financial statement schedule and an opinion on the Company’s
internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide
a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Mercury Systems, Inc. and subsidiaries as of June 30, 2014 and 2013, and the results of their operations and their cash
flows for each of the years in the three-year period ended June 30, 2014, in conformity with U.S. generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion,
Mercury Systems, Inc. maintained, in all material respects, effective internal control over financial reporting as of June 30, 2014,
based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
/s/ KPMG LLP
Boston, Massachusetts
August 14, 2014
45
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MERCURY SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $34 and $33 at June 30,
2014 and 2013, respectively
Unbilled receivables and costs in excess of billings
Inventory
Deferred income taxes
Prepaid income taxes
Prepaid expenses and other current assets
Current assets of discontinued operations
Total current assets
Restricted cash
Property and equipment, net
Goodwill
Intangible assets, net
Other non-current assets
Non-current assets of discontinued operations
Total assets
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable
Accrued expenses
Accrued compensation
Deferred revenues and customer advances
Current liabilities of discontinued operations
Total current liabilities
Deferred gain on sale-leaseback
Deferred income taxes
Income taxes payable
Other non-current liabilities
Non-current liabilities of discontinued operations
Total liabilities
Commitments and contingencies (Note L)
Shareholders’ equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or
outstanding
Common stock, $0.01 par value; 85,000,000 shares authorized; 31,284,273 and
30,381,254 shares issued and outstanding at June 30, 2014 and 2013 respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Total shareholders’ equity
Total liabilities and shareholders’ equity
June 30,
2014
2013
$
47,287
$
39,126
37,625
22,036
31,655
15,216
1,481
3,631
1,374
160,305
265
14,144
168,146
25,006
987
4,859
373,712
7,054
8,377
9,983
5,898
1,618
32,930
2,086
5,911
3,154
1,666
818
46,565
$
$
29,229
17,266
37,432
11,534
2,369
7,326
2,019
146,301
546
14,462
167,551
32,308
1,158
12,105
374,431
4,773
7,115
11,488
5,788
1,654
30,818
3,242
6,652
2,880
1,269
1,069
45,930
—
—
312
241,725
84,099
1,011
327,147
373,712
$
304
231,711
95,524
962
328,501
374,431
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
46
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
MERCURY SYSTEMS, INC.
Net revenues
Cost of revenues
Gross margin
Operating expenses:
Selling, general and administrative
Research and development
Amortization of intangible assets
Restructuring and other charges
Acquisition costs and other related expenses
Change in the fair value of the liability related to the LNX earn-out
Total operating expenses
(Loss) income from operations
Interest income
Interest expense
Other income, net
(Loss) income from continuing operations before income taxes
Tax (benefit) provision
(Loss) income from continuing operations
(Loss) income from discontinued operations, net of income taxes
Net (loss) income
Basic net (loss) earnings per share:
(Loss) income from continuing operations
(Loss) income from discontinued operations, net of income taxes
Net (loss) income
Diluted net (loss) earnings per share:
(Loss) income from continuing operations
(Loss) income from discontinued operations, net of income taxes
Net (loss) income
Weighted-average shares outstanding:
Basic
Diluted
Comprehensive (loss) income:
Net (loss) income
Foreign currency translation adjustments
Net unrealized (loss) gain on investments
Total comprehensive (loss) income
For the Years Ended June 30,
$
$
2014
208,729
113,985
94,744
$
2013
194,231
116,073
78,158
2012
237,070
103,262
133,808
53,685
35,693
7,328
5,443
—
—
102,149
(7,405)
9
(49)
1,532
(5,913)
(1,841)
(4,072) $
(7,353) $
(11,425) $
(0.13) $
(0.24)
(0.37) $
(0.13) $
(0.24)
(0.37) $
54,764
32,604
8,222
7,060
318
—
102,968
(24,810)
7
(38)
558
(24,283)
(10,501)
(13,782) $
$
574
(13,208) $
(0.46) $
0.02
(0.44) $
(0.46) $
0.02
(0.44) $
55,625
45,984
3,551
2,712
1,219
(4,938)
104,153
29,655
13
(40)
1,686
31,314
8,991
22,323
296
22,619
0.76
0.01
0.77
0.74
0.01
0.75
31,000
31,000
30,128
30,128
29,477
30,085
(11,425) $
65
(16)
(11,376) $
(13,208) $
(359)
15
(13,552) $
22,619
53
(2)
22,670
$
$
$
$
$
$
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
47
MERCURY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the Years Ended June 30, 2014, 2013 and 2012
(In thousands)
Balance at June 30, 2011
29,144
$
291
$
213,777
$
86,113
$
1,255
$
301,436
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Total
Shareholders’
Equity
Issuance of common stock under
employee stock incentive plans
Issuance of common stock under
employee stock purchase plan
Stock-based compensation
Tax benefit from employee stock plan
awards
Net income
Net unrealized loss on securities
Foreign currency translation
adjustments
Balance at June 30, 2012
Issuance of common stock under
employee stock incentive plans
Issuance of common stock under
employee stock purchase plan
Stock-based compensation
Tax shortfall from employee stock
plan awards
Net loss
Share-based business combination
consideration
Net unrealized gain on investments
Foreign currency translation
adjustments
Balance at June 30, 2013
Issuance of common stock under
employee stock incentive plans
Issuance of common stock under
employee stock purchase plan
Stock-based compensation
Tax shortfall from employee stock
plan awards
Net loss
Net unrealized loss on investments
Foreign currency translation
adjustments
Balance at June 30, 2014
481
104
—
—
—
—
—
29,729
548
104
—
—
—
—
—
—
30,381
811
92
—
—
—
—
—
5
1
—
—
—
—
—
297
6
1
—
—
—
—
—
—
304
8
—
—
—
—
—
—
461
1,164
6,616
751
—
—
—
—
—
—
—
22,619
—
—
—
—
—
—
—
(2)
53
466
1,165
6,616
751
22,619
(2)
53
222,769
108,732
1,306
333,104
430
813
7,940
(754)
—
513
—
—
—
—
—
—
(13,208)
—
—
—
231,711
95,524
698
778
9,244
(706)
—
—
—
—
—
—
—
(11,425)
—
—
—
—
—
—
—
—
15
436
814
7,940
(754)
(13,208)
513
15
(359)
962
(359)
328,501
—
—
—
—
—
(16)
65
706
778
9,244
(706)
(11,425)
(16)
65
31,284
$
312
$
241,725
$
84,099
$
1,011
$
327,147
The accompanying notes are an integral part of the consolidated financial statements.
48
MERCURY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization expense
Stock-based compensation expense
Deferred income taxes
Impairment of goodwill of discontinued operations
Excess tax benefit from stock-based compensation
Change in the fair value of the liability related to the LNX earn-out
Loss on sale of building
Other non-cash items
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable, unbilled receivables, and costs in excess of billings
Inventory
Prepaid income taxes
Prepaid expenses and other current assets
Other non-current assets
Accounts payable and accrued expenses
Deferred revenues and customer advances
Income taxes payable
Other non-current liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired
Purchases of property and equipment
Proceeds from sale of building
Increase in other
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from employee stock plans
Excess tax benefit from stock-based compensation
Payments of acquired debt
Payments of deferred financing and offering costs
Decrease in restricted cash
Payments of capital lease obligations
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash paid (received) during the period for:
Interest
Income taxes
Supplemental disclosures—non-cash activities:
Issuance of restricted stock awards to employees
Share-based business combination consideration
Capital lease financings
For the Years Ended June 30,
2014
2013
2012
$
(11,425) $
(13,208) $
22,619
15,608
9,244
(5,499)
6,687
(21)
—
—
(619)
(12,428)
5,818
887
3,728
1,006
1,163
129
274
(311)
14,241
—
(6,701)
—
(19)
17,209
7,940
(10,083)
—
(19)
—
1,091
(757)
4,760
453
3,197
(807)
1,055
(13,094)
516
(422)
298
(1,871)
(67,721)
(3,880)
775
(265)
11,658
6,616
(3,056)
—
(559)
(4,938)
—
(555)
6,755
(7,267)
3,514
(816)
646
(1,092)
(1,850)
820
(626)
31,869
(71,044)
(9,427)
—
(331)
(6,720)
(71,091)
(80,802)
1,484
21
—
—
—
(763)
742
(102)
8,161
39,126
47,287
49
3,192
8,904
$
$
$
$
— $
$
494
1,251
19
(6,575)
(771)
3,000
(593)
(3,669)
(207)
(76,838)
115,964
39,126
39
$
$
(3,313) $
12,560
513
249
$
$
$
1,631
559
—
(30)
—
(185)
1,975
47
(46,911)
162,875
115,964
40
8,686
8,367
—
41
$
$
$
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
49
MERCURY SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share data)
A.
Description of Business
Mercury Systems, Inc. (the “Company” or “Mercury”) provides affordable, commercially developed, open sensor processing
systems and services for critical commercial, defense and intelligence applications. The Company delivers innovative solutions,
rapid time-to-value and service and support to its defense prime contractor customers. The Company's products and solutions have
been deployed in more than 300 programs with over 25 different defense prime contractors. Key programs include Aegis, Patriot,
Surface Electronic Warfare Improvement Program ("SEWIP"), Gorgon Stare, Predator and Reaper.
The Company's goal is to grow and build on its position as a critical component of the defense industrial base and become
the leading provider of open and affordable sensor processing systems. The Mercury Commercial Electronics (“MCE”) operating
segment designs, develops and builds open sensor processing products and subsystems that include embedded processing modules
and subsystems, radio frequency (“RF”) and microwave multi-function assemblies as well as subsystems, and RF and microwave
components. The Mercury Defense Systems (“MDS”) operating segment provides deep domain expertise, pre-integrated, open,
affordable electronic warfare ("EW"), electronic attack ("EA") and electronic counter measure ("ECM") subsystems and significant
capabilities in signals intelligence ("SIGINT") and electro-optical/infrared ("EO/IR") technologies.
During June 2014, the Company initiated a plan to divest the Mercury Intelligence Systems (“MIS”) operating segment,
based on the Company's strategic direction and investment priorities focusing on its core business. As a result, the Company's
MIS operating segment met the “held for sale” criteria in accordance with Financial Accounting Standard Boards (“FASB”)
Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, (“FASB ASC 205”) as of June 30, 2014
(see Note C to Consolidated Financial Statements). The consolidated financial statements, excluding the statements of shareholders'
equity and cash flows, and the notes to the consolidated financial statements were restated for all periods presented to reflect the
discontinuation of the MIS operating segment, in accordance with FASB ASC 205.
B.
Summary of Significant Accounting Policies
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All
intercompany transactions and balances have been eliminated.
BUSINESS COMBINATIONS
The Company utilizes the acquisition method of accounting under FASB ASC 805, Business Combinations, (“FASB ASC
805”), for all transactions and events which it obtains control over one or more other businesses, to recognize the fair value of all
assets and liabilities acquired, even if less than one hundred percent ownership is acquired, and in establishing the acquisition date
fair value as measurement date for all assets and liabilities assumed. The Company also utilizes FASB ASC 805 for the initial
recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from
contingencies in business combinations.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
REVENUE RECOGNITION
The Company relies upon FASB ASC 605, Revenue Recognition to account for its revenue transactions. Revenue is recognized
upon shipment provided that title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement,
the sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria,
if any, have been successfully demonstrated. Out-of-pocket expenses that are reimbursable by the customer are included in revenue
and cost of revenue.
Certain contracts with customers require the Company to perform tests of its products prior to shipment to ensure their
performance complies with the Company’s published product specifications and, on occasion, with additional customer-requested
specifications. In these cases, the Company conducts such tests and, if they are completed successfully, includes a written
confirmation with each order shipped. As a result, at the time of each product shipment, the Company believes that no further
customer testing requirements exist and that there is no uncertainty of acceptance by its customer.
50
The Company uses FASB Accounting Standards Update (“ASU”) No. 2009-13 (“FASB ASU 2009-13”), Multiple-
Deliverable Revenue Arrangements. FASB ASU 2009-13 establishes a selling price hierarchy for determining the selling price of
a deliverable, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third-party evidence (“TPE”) if
VSOE is not available; and (3) best estimated selling price (“BESP”), if neither VSOE nor TPE is available. Additionally, FASB
ASU 2009-13 expands the disclosure requirements related to a vendor’s multiple-deliverable revenue arrangements.
The Company enters into multiple-deliverable arrangements that may include a combination of hardware components,
related integration or other services. These arrangements generally do not include any performance-, cancellation-, termination-
or refund-type provisions.
In accordance with the provisions of FASB ASU 2009-13, the Company allocates arrangement consideration to each
deliverable in an arrangement based on its relative selling price. The Company generally expects that it will not be able to establish
VSOE or TPE due to limited single element transactions and the nature of the markets in which the Company competes, and, as
such, the Company typically determines its relative selling price using BESP.
The Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at
which the Company would transact if the product or service were sold by the Company on a standalone basis.
The Company’s determination of BESP involves the consideration of several factors based on the specific facts and
circumstances of each arrangement. Specifically, the Company considers the cost to produce the deliverable, the anticipated margin
on that deliverable, the selling price and profit margin for similar parts, the Company’s ongoing pricing strategy and policies (as
evident from the price list established and updated by management on a regular basis), the value of any enhancements that have
been built into the deliverable and the characteristics of the varying markets in which the deliverable is sold.
The Company analyzes the selling prices used in its allocation of arrangement consideration at a minimum on an annual
basis. Selling prices will be analyzed on a more frequent basis if a significant change in the Company’s business necessitates a
more timely analysis or if the Company experiences significant variances in its selling prices.
Each deliverable within the Company’s multiple-deliverable revenue arrangements is accounted for as a separate unit of
accounting under the guidance of FASB ASU 2009-13 if both of the following criteria are met: the delivered item or items have
value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered
item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company.
The Company’s revenue arrangements generally do not include a general right of return relative to delivered products. The Company
considers a deliverable to have standalone value if the item is sold separately by the Company or another vendor or if the item
could be resold by the customer.
Deliverables not meeting the criteria for being a separate unit of accounting are combined with a deliverable that does meet
that criterion. The appropriate allocation of arrangement consideration and recognition of revenue is then determined for the
combined unit of accounting.
The Company also engages in long-term contracts for development, production and services activities which it accounts for
consistent with FASB ASC 605-35, Accounting for Performance of Construction-Type and Certain Production-Type Contracts,
and other relevant revenue recognition accounting literature. The Company considers the nature of these contracts and the types
of products and services provided when determining the proper accounting for a particular contract. Generally for fixed-price
contracts, other than service-type contracts, revenue is recognized primarily under the percentage of completion method or, for
certain short-term contracts, by the completed contract method. Revenue from service-type fixed-price contracts is recognized
ratably over the contract period or by other appropriate input or output methods to measure service provided, and contract costs
are expensed as incurred. The Company establishes billing terms at the time project deliverables and milestones are agreed.
Revenues recognized in excess of the amounts invoiced to clients are classified as unbilled receivables. The risk to the Company
on a fixed-price contract is that if estimates to complete the contract change from one period to the next, profit levels will vary
from period to period. For time and materials contracts, revenue reflects the number of direct labor hours expended in the
performance of a contract multiplied by the contract billing rate, as well as reimbursement of other billable direct costs. For all
types of contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable.
The use of contract accounting requires significant judgment relative to estimating total contract revenues and costs, including
assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed,
anticipated increases in wages and prices for subcontractor services and materials, and the availability of subcontractor services
and materials. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program
managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance,
technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in
estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance
in prior periods.
51
Contract costs also may include estimated contract recoveries for matters such as contract changes and claims for
unanticipated contract costs. The Company records revenue associated with these matters only when the amount of recovery can
be estimated reliably and realization is probable. Assumed recoveries for claims included in contracts in process were not material
at June 30, 2013 or 2014.
The Company defines service revenues as revenue from activities that are not associated with the design, development,
production, or delivery of tangible assets, software or specific capabilities sold by us. Examples of the Company's service revenues
include: analyst services and systems engineering support, consulting, maintenance and other support, testing and installation.
The Company combines its product and service revenues into a single class as services revenues do not exceed 10 percent of total
revenues.
The Company does not provide its customers with rights of product return, other than those related to warranty provisions
that permit repair or replacement of defective goods. The Company accrues for anticipated warranty costs upon product shipment.
Revenues from product royalties are recognized upon invoice by the Company. Additionally, all revenues are reported net of
government assessed taxes (e.g. sales taxes or value-added taxes).
CASH AND CASH EQUIVALENTS
Cash equivalents, consisting of highly liquid money market funds and U.S. government and U.S. government agency issues
with original maturities of 90 days or less at the date of purchase, are carried at fair market value which approximates cost. The
Company also has restricted cash which is classified as a non-current asset due to the length of the restriction.
RESTRICTED CASH
The Company had restricted cash balances of $265 and $546 as of June 30, 2014 and 2013, respectively. The balances are
classified as restricted cash on the accompanying consolidated balance sheet and are reflected in non-current assets. The balances
at June 30, 2014 and 2013 included restrictions related to certain contracts with foreign customers that require a certificate of
deposit to be held at a commercial bank until performance of the contracts have been completed.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash, cash
equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions that management
believes are of high credit quality. At June 30, 2014 and 2013, the Company had $47,287 and $39,126, respectively, of cash and
cash equivalents on deposit or invested with its financial and lending institutions.
The Company provides credit to customers in the normal course of business. The Company performs ongoing credit
evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary but generally
does not require collateral. At June 30, 2014, five customers accounted for 55% of the Company's receivables, unbilled receivables
and costs in excess of billings. At June 30, 2013, five customers accounted for 42% of the Company’s receivables, unbilled
receivables and costs in excess of billings.
INVENTORY
Inventory is stated at the lower of cost (first-in, first-out) or market value, and consists of materials, labor and overhead. On
a quarterly basis, the Company evaluates inventory for net realizable value. Once an item is written down, the value becomes the
new inventory cost basis. The Company reduces the value of inventory for excess and obsolete inventory, consisting of on-hand
and non-cancelable on-order inventory in excess of estimated usage. The excess and obsolete inventory evaluation is based upon
assumptions about future demand, product mix and possible alternative uses.
GOODWILL AND INTANGIBLE ASSETS
Goodwill is the amount by which the cost of the acquired net assets in a business acquisition exceeded the fair values of the
net identifiable assets on the date of purchase. Goodwill is not amortized in accordance with the requirements of FASB ASC 350,
Intangibles-Goodwill and Other (“FASB ASC 350”). Goodwill is assessed for impairment at least annually, on a reporting unit
basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. If the book
value of a reporting unit exceeds its fair value, the implied fair value of goodwill is compared with the carrying amount of goodwill.
If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recorded in an amount equal to that excess.
Under FASB ASC 350, the Company has the option to assess qualitative factors to determine whether the existence of events
or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying
amount to determine whether further impairment testing is necessary.
Intangible assets result from the Company’s various business acquisitions (see Note I) and certain licensed technologies,
and consist of identifiable intangible assets, including completed technology, licensing agreements, customer relationships,
52
trademarks, backlog, and non-compete agreements. Intangible assets are reported at cost, net of accumulated amortization and are
either amortized on a straight-line basis over their estimated useful lives of up to seven years or over the period the economic
benefits of the intangible asset are consumed.
LONG-LIVED ASSETS
Long-lived assets primarily include property and equipment and acquired intangible assets. The Company regularly evaluates
its long-lived assets for events and circumstances that indicate a potential impairment in accordance with FASB ASC 360, Property,
Plant, and Equipment (“FASB ASC 360”). The Company reviews long-lived assets for impairment whenever events or changes
in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of
these assets are no longer appropriate. Each impairment test is based on a comparison of the estimated undiscounted cash flows
of the asset as compared to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated
fair value.
PROPERTY AND EQUIPMENT
Property and equipment are the long-lived, physical assets of the Company acquired for use in the Company’s normal
business operations and are not intended for resale by the Company. These assets are recorded at cost. Renewals and betterments
that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures that increase the efficiency of the
assets are expensed as incurred. Equipment under capital lease is recorded at the present value of the minimum lease payments
required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method
(see Note G).
As assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts and any resulting
gain or loss is included in the results of operations.
Expenditures for major software purchases and software developed for internal use are capitalized and depreciated using
the straight-line method over the estimated useful lives of the related assets, which are generally three years. For software developed
for internal use, all external direct costs for material and services and certain payroll and related fringe benefit costs are capitalized
in accordance with FASB ASC 350. During fiscal 2014, 2013 and 2012, the Company capitalized $362, $91 and $1,092 of software
development costs.
DEFERRED REVENUES AND CUSTOMER ADVANCES
Deferred revenues consist of deferred product revenue, billings in excess of revenues, and deferred service revenue. Deferred
product revenue represents amounts that have been invoiced to customers, but are not yet recognizable as revenue because one
or more of the conditions for revenue recognition have not been met. Billings in excess of revenues represents milestone billing
arrangements on percentage of completion projects where the billings of the contract exceed recognized revenues. Deferred service
revenue primarily represents amounts invoiced to customers for annual maintenance contracts or extended warranty concessions,
which are recognized ratably over the term of the arrangements. Customer advances represent deposits received from customers
on an order.
INCOME TAXES
The Company accounts for income taxes under FASB ASC 740, Income Taxes (“FASB ASC 740”). The Company recognizes
deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s
consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax basis of assets and liabilities using enacted tax rates for the year in which the differences
are expected to reverse. The Company records a valuation allowance against net deferred tax assets if, based upon the available
evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
FASB ASC 740 requires a two-step approach to recognizing and measuring uncertain tax positions. First, the tax position
must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed
more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the
financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood
of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued on any unrecognized tax
benefits as a component of income tax expense.
PRODUCT WARRANTY ACCRUAL
The Company’s product sales generally include a 12 month standard hardware warranty. At time of product shipment, the
Company accrues for the estimated cost to repair or replace potentially defective products. Estimated warranty costs are based
upon prior actual warranty costs for substantially similar transactions and any specifically identified warranty requirements. Product
warranty accrual is included as part of accrued expenses in the accompanying consolidated balance sheets. The following table
presents the changes in the Company's product warranty accrual.
53
Beginning balance at July 1,
Warranty assumed from Micronetics acquisition
Accruals for warranties issued during the period
Settlements made during the period
Ending balance at June 30,
RESEARCH AND DEVELOPMENT COSTS
Fiscal
2014
Fiscal
2013
Fiscal
2012
$
$
2,522
—
1,951
(2,395)
2,078
$
$
1,360
245
4,592
(3,675)
2,522
$
$
894
—
2,445
(1,979)
1,360
Research and development costs are expensed as incurred. Research and development costs are primarily made up of labor
charges and prototype material and development expenses.
STOCK-BASED COMPENSATION
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense
on a straight-line basis over the requisite service period, which generally represents the vesting period, and includes an estimate
of the awards that will be forfeited. The Company uses the Black-Scholes valuation model for estimating the fair value on the
date of grant of stock options. The fair value of stock option awards is affected by the Company’s stock price as well as valuation
assumptions, including the volatility of the Company’s stock price, expected term of the option, risk-free interest rate and expected
dividends. The fair value of restricted stock awards are based on the market price on the date of grant.
NET EARNINGS PER SHARE
Basic net earnings per share is calculated by dividing net income by the weighted-average number of common shares
outstanding during the period. Diluted net earnings per share computation includes the effect of shares which would be issuable
upon the exercise of outstanding stock options and the vesting of restricted stock, reduced by the number of shares which are
assumed to be purchased by the Company under the treasury stock method. For all periods presented, income (loss) from continuing
operations is the control number for determining whether securities are dilutive or not.
Basic and diluted weighted average shares outstanding were as follows:
Basic weighted-average shares outstanding
Effect of dilutive equity instruments
Diluted weighted-average shares outstanding
Years Ended June 30,
2014
2013
2012
31,000
—
31,000
30,128
—
30,128
29,477
608
30,085
Equity instruments to purchase 3,526, 4,077 and 1,244 shares of common stock were not included in the calculation of
diluted net earnings per share for the fiscal years ended June 30, 2014, 2013 and 2012, respectively, because the equity instruments
were anti-dilutive.
ACCUMULATED OTHER COMPREHENSIVE INCOME
Accumulated other comprehensive income includes foreign currency translation adjustments and unrealized gains on
investments. The components of accumulated other comprehensive income were $1,011 and $962 of accumulated foreign currency
translation adjustments at June 30, 2014 and 2013. There were no material accumulated net unrealized gains on investments at
June 30, 2014 and 2013.
FOREIGN CURRENCY
Local currencies are used as the functional currency for the Company’s subsidiaries in Europe and Japan. The accounts of
foreign subsidiaries are translated using exchange rates in effect at period-end for assets and liabilities and at average exchange
rates during the period for results of operations. The related translation adjustments are reported in accumulated other comprehensive
income in shareholders’ equity. Gains (losses) resulting from foreign currency transactions are included in other income (expense)
and were immaterial for all periods presented.
54
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, an amendment of the FASB Accounting Standards
Codification. The ASU requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset when net operating
loss carryforwards, similar tax losses, or tax credit carryforwards exist and certain criteria are met. The ASU is effective
prospectively for annual reporting periods beginning after December 15, 2013. This guidance is not expected to have a material
impact to the Company's consolidated financial statements.
In April 2014, the FASB ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and
Equipment (Topic 360), an amendment of the FASB Accounting Standards Codification. The ASU clarifies the definition of
discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent
strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Additionally, the amendments
in this ASU require expanded disclosure for discontinued operations to provide users with more information about the assets,
liabilities, revenues, and expenses. The ASU is effective for the Company on July 1, 2015, including interim periods within that
reporting period and the Company has not elected to early adopt the guidance. This guidance is not expected to have a material
impact on the Company's consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to
recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.
The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is
effective for the Company on July 1, 2017 and early application is not permitted. The standard permits the use of either the
retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its
consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it
determined the effect of the standard on its ongoing financial reporting.
C.
Discontinued Operations
During the fourth quarter of fiscal 2014, the Company conducted a strategic review of the Mercury Intelligence Systems
(“MIS”) business unit which encompassed an assessment of MIS' financial performance and contemporaneous future financial
projections. The Company, with Board of Director's approval, concluded that a plan to divest the MIS business unit would be in
the best interests of the Company and its shareholders.
The Company's MIS business unit met the "held for sale" criteria in accordance with FASB ASC 205. As the Company does
not anticipate continuing involvement in the operations of MIS after its divestiture, the MIS operating results have been reported
as a discontinued operation for all periods presented.
The classification as "held for sale" is considered a triggering event for impairment testing under FASB ASC 350 and FASB
ASC 360. However, since the Company conducts its annual goodwill impairment testing in its fiscal fourth quarter, which coincided
with the plan to divest the MIS business unit, the “held for sale” triggering event did not constitute a separate goodwill impairment
test under FASB ASC 350 (see Note H). The triggering event, however, did require separate impairment testing of the MIS asset
group’s long-lived assets under FASB ASC 360.
The annual goodwill impairment testing conducted in the fourth quarter of fiscal 2014 determined the MIS reporting unit's
carrying value of goodwill exceeded its implied fair value, resulting in a $6,687 impairment charge. The impairment charge is
reflected within discontinued operations of the Company's accompanying consolidated financial statements. The failure of the
first step of the goodwill impairment test was driven by a decline in forecasted results of the MIS reporting unit. The fair value
of the MIS reporting unit from the first step of the goodwill impairment test exceeded the fair value of the assets and liabilities of
the MIS reporting unit, as determined by the second step of the goodwill impairment test. Testing of the valuation of long-lived
assets of the MIS asset group indicated no impairment, as the estimated undiscounted cash flows of the MIS asset group, less
estimated costs to sell, significantly exceeded its carrying value.
MIS is considered its own operating segment and was previously aggregated with MDS into one reportable segment based
on similar economic and qualitative factors in accordance with FASB ASC 280. As MIS is a discontinued operation, the results
of MIS have been excluded from the MDS reportable segment. Accordingly, the revenues, costs of revenue, operating expenses,
assets and liabilities of MIS have been reported separately in the Consolidated Statements of Operations and Comprehensive
Income (Loss) and Consolidated Balance Sheets for all periods presented. The discontinued operation's balances in the Consolidated
Balance Sheets do not reflect intercompany receivable balances of MIS, and the results of discontinued operations do not reflect
interest expense or the allocation of the Company's corporate general and administrative expenses.
55
The amounts reported in (loss) income from discontinued operations, net of income taxes were as follows:
Net revenues of discontinued operations
Costs of discontinued operations:
Cost of revenues
Selling, general and administrative
Research and development
Amortization of intangible assets
Restructuring and other charges
Impairment of goodwill
For the Years Ended June 30,
2014
2013
2012
$
9,414
$
14,560
$
7,859
6,356
3,029
585
495
26
6,687
(7,764)
(411)
(7,353) $
10,050
2,815
83
495
(4)
—
1,121
547
574
$
5,511
1,534
—
248
109
—
457
161
296
(Loss) income from discontinued operations before income taxes
Tax (benefit) provision
(Loss) income from discontinued operations
$
The amounts reported as assets and liabilities of the discontinued operations were as follows:
June 30,
2014
2013
Accounts receivable, net
Unbilled receivables and costs in excess of billings
Deferred income taxes
Prepaid expenses and other current assets
Property and equipment, net
Goodwill
Intangible assets, net
Other non-current assets
Assets of discontinued operations
Accounts payable
Accrued expenses
Accrued compensation
Deferred income taxes
Liabilities of discontinued operations
$
$
$
$
$
1,269
925
248
77
124
475
2,283
2,062
39
6,233
127
802
689
818
$
$
2,436
$
477
138
135
557
8,970
2,558
20
14,124
40
884
730
1,069
2,723
The depreciation, amortization, capital expenditures and significant operating and investing non-cash items of the
discontinued operations were as follows:
Depreciation
Amortization of acquired intangible assets
Capital expenditures
Impairment of goodwill
Stock-based compensation expense
For the Years Ended June 30,
2014
2013
2012
$
$
$
$
$
160
495
78
6,687
245
$
$
$
$
$
47
495
408
$
$
$
— $
86
$
22
248
34
—
44
Fiscal 2012 financial information included in the above tables only represents six months of activity for MIS based on the
timing of the PDI acquisition.
56
D.
Acquisitions
MICRONETICS ACQUISITION
On June 8, 2012, the Company and Wildcat Merger Sub Inc., a newly formed, wholly-owned subsidiary of the Company
(the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Micronetics, Inc.
(“Micronetics”). On August 8, 2012, the transaction was closed. The Merger Sub merged with and into Micronetics with
Micronetics continuing as the surviving company and wholly-owned subsidiary of the Company. For segment reporting,
Micronetics is included in the MCE business segment.
The Company acquired Micronetics for a net purchase price of $68,230 paid in cash. Pursuant to the terms of the Merger
Agreement, at the closing of the merger on August 8, 2012, each share of common stock of Micronetics issued and outstanding
immediately prior to the closing was converted into the right to receive $14.80 in cash, without interest (the “Merger
Consideration”). All outstanding options to acquire shares of Micronetics common stock that were vested as of the closing were
canceled and the holders of such options were entitled to receive an amount of cash equal to the product of the total number of
shares previously subject to such vested options and the excess of the Merger Consideration over the exercise price per share. All
outstanding Micronetics stock options that were unvested at the closing were replaced by Mercury. The replacement stock options
granted were determined based on a conversion ratio provided in the Merger Agreement. Micronetics existing bank debt was paid
in full by Mercury on the closing date. Mercury funded the acquisition with cash on hand.
E.
Fair Value of Financial Instruments
The Company measures at fair value certain financial assets and liabilities, including cash equivalents, restricted cash and
contingent consideration. FASB ASC 820, Fair Value Measurement and Disclosures, specifies a hierarchy of valuation techniques
based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data
obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of
inputs have created the following fair-value hierarchy:
Level 1—Quoted prices for identical instruments in active markets;
Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in
markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are
observable in active markets; and
Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable.
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at June 30,
2014:
Assets:
Operating cash
Restricted cash
Total
Fair Value Measurements
June 30, 2014
Level 1
Level 2
Level 3
$
$
47,287
265
47,552
$
$
47,287
265
47,552
$
$
— $
—
— $
—
—
—
The carrying values of cash and cash equivalents, including U.S. Treasury bills and money market funds, accounts receivable
and payable, and accrued liabilities approximate fair value due to the short-term maturities of these assets and liabilities.
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at June 30,
2013:
Assets:
U.S. Treasury bills and money market funds
Operating cash
Restricted cash
Total
Fair Value Measurements
June 30, 2013
Level 1
Level 2
Level 3
27,023
$
12,103
546
27,023
12,103
546
39,672
$
39,672
$
$
$
— $
— $
—
— $
—
—
—
—
$
$
57
F.
Inventory
Inventory was comprised of the following:
Raw materials
Work in process
Finished goods
Total
June 30,
2014
2013
$
$
13,755
$
12,677
5,223
31,655
$
17,512
13,432
6,488
37,432
There are no amounts in inventory relating to contracts having production cycles longer than one year.
G.
Property and Equipment
Property and equipment consisted of the following:
Estimated Useful Lives
(Years)
June 30,
2014
2013
Computer equipment and software
2-4
$
55,881
$
Furniture and fixtures
Leasehold improvements
Machinery and equipment
Vehicles
Less: accumulated depreciation and amortization
5
lesser of estimated useful life
or lease term
5
5
7,556
3,758
14,159
—
81,354
(67,210)
14,144
$
$
53,301
7,134
2,474
11,201
88
74,198
(59,736)
14,462
In fiscal 2014 and 2013, the Company retired $715 and $1,199, respectively, of fully depreciated computer equipment and
software assets that were no longer in use by the Company.
Depreciation and amortization expense related to property and equipment for the fiscal years ended June 30, 2014, 2013
and 2012 was $7,625, $8,445 and $7,837, respectively.
On June 27, 2013, the Company entered into a sales agreement and a separate short-term lease agreement in connection
with the Company’s legacy Hudson, New Hampshire, facility. Pursuant to the sale agreement, the Company sold all land, land
improvements, buildings and building improvements related to the facility. The loss on the sale of the facility was approximately
$1,091 and is recorded in restructuring and other charges in the accompanying consolidated statement of operations. The Company
temporarily leased back the facility through February 2014. During fiscal 2014, the Company signed a new lease in Hudson, New
Hampshire which extends until 2024.
On April 20, 2007, the Company entered into a sales agreement and a lease agreement in connection with a sale-leaseback
of the Company’s headquarters in Chelmsford, Massachusetts. Pursuant to the agreements, the Company sold all land, land
improvements, buildings and building improvements related to the facilities and leased back those assets. The term of the lease
is ten years and includes two five year options to renew. Under the provisions of sale-leaseback accounting, the transaction was
considered a normal leaseback; thus the realized gain of $11,569 was deferred and will be amortized to other income on a straight-
line basis over the initial lease term.
The unamortized deferred gain consisted of the following of which the current portion is included in accrued expenses and
the non-current portion is separately classified in the accompanying consolidated balance sheets:
Current portion
Non-current portion
Total unamortized deferred gain
58
June 30,
2014
2013
$
$
1,156
2,086
3,242
$
$
1,157
3,242
4,399
H.
Goodwill
The following table sets forth the changes in the carrying amount of goodwill for the six months ended December 31,
2012, prior to the internal reorganization in fiscal 2013:
Balance at July 1, 2012
Goodwill arising from the Micronetics acquisition
Goodwill adjustment for the KOR acquisition
Balance at December 31, 2012
ACS
MFS
Total
$
$
113,471 $
46,509
(701)
159,279 $
10,180 $
123,651
—
—
10,180 $
46,509
(701)
169,459
The goodwill adjustment for the KOR acquisition is the result of changes in fair value estimates derived from additional
information obtained during the measurement period which ended December 30, 2012.
Following a series of acquisitions that expanded the Company’s capabilities, the Company initiated a reorganization in fiscal
2013 to group its product and service offerings in order to align itself with the way management currently manages its business.
The MCE and MDS reporting units were determined based upon whether discrete financial information is available, if management
regularly reviews the operating results of the component, the nature of the products offered to customers and the market
characteristics of each reporting unit. As defined by FASB ASC 350 Intangibles-Goodwill and Other “FASB ASC 350”, goodwill
is tested for impairment on an interim basis at the occurrence of certain triggering events. Events affecting reporting units such
as a change in the composition or carrying amount of its net assets constitute a triggering event and require interim testing of
goodwill. In fiscal 2013, the Company performed interim testing on the ACS and MFS reporting units prior to the reorganization
on January 1, 2013, which indicated that the fair values of both the ACS and MFS reporting units were in excess of their carrying
values, and no impairment charge was recorded.
The Company reviewed its analysis of its internally reorganized business in order to determine its reporting units in accordance
with FASB ASC 350. A reporting unit is considered to be an operating segment or one level below an operating segment also
known as a component. MCE has four components with discrete financial information available which are reviewed by their
segment manager; however, those four components are economically similar in nature and thus have been aggregated into a single
reporting unit at the operating segment level. MDS is a sole component and the reporting unit is at the operating segment level.
In fiscal 2013 and after its reorganization, the Company allocated the total carrying value of goodwill to each of the new
reporting units based on the relative fair value of the reporting units calculated using a discounted cash flow analysis and in
accordance with FASB ASC 350. There was no impairment of goodwill indicated subsequent to the allocation.
The following table summarizes the changes in goodwill after reallocation, for the six months ended June 30, 2013 and fiscal
year ended June 30, 2014:
Balance at January 1, 2013
Subsequent recognition of deferred tax assets from the Micronetics
acquisition
Subsequent decrease of deferred tax liabilities from the Micronetics
acquisition
Other goodwill adjustments from the Micronetics acquisition
Balance at June 30, 2013
Goodwill adjustments from the Micronetics acquisition
MCE
MDS
Total
$
135,691
$
33,768
$
169,459
(376)
(414)
(1,118)
133,783
595
—
—
—
33,768
—
(376)
(414)
(1,118)
167,551
595
Balance at June 30, 2014
$
134,378
$
33,768
$
168,146
The Company follows FASB ASC 350 in assessing whether the fair value of a reporting unit is less than its carrying amount.
As of June 30, 2014, both MCE and MDS had goodwill balances and the annual impairment analysis was performed for each
reporting unit in the fourth quarter of fiscal 2014. The results of the Company's step one interim goodwill impairment test indicated
that the fair values of the MCE and MDS reporting units were substantially in excess of their carrying values. As such, step two
of the goodwill impairment testing was not required. Consistent with prior years, the valuation was based upon a discounted cash
flow analysis and corroborated by two market-based analyses: one comparing the trading multiples of public companies in similar
lines of business and another based on exchange prices in actual business combinations.
Prior to the end of the August 7, 2013 measurement period for the Micronetics acquisition, the Company recorded a $91
adjustment to goodwill resulting from changes in the fair value estimates derived from additional information gathered subsequent
59
to August 7, 2012. Additionally, the Company adjusted approximately $504 of goodwill which was identified subsequent to the
measurement period as a correction of an immaterial error that was offset by deferred income taxes. The Company concluded
that the impact of the correction was neither quantitatively nor qualitatively material to its June 30, 2014 consolidated balance
sheet nor to each of the prior respective quarter ends’ balance sheets during fiscal 2014.
I.
Intangible Assets
Intangible assets consisted of the following:
June 30, 2014
Customer relationships
Licensing agreements and patents
Completed technologies
Trademarks
June 30, 2013
Customer relationships
Licensing agreements and patents
Completed technologies
Trademarks
Backlog
Non-compete agreements
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted
Average
Useful
Life
$
$
$
33,880
$
$
$
2,295
5,570
380
42,125
33,880
3,596
5,570
380
1,500
500
$
45,426
$
(12,001) $
(1,686)
(3,161)
(271)
(17,119) $
(6,567) $
(2,493)
(2,084)
(163)
(1,347)
(464)
(13,118) $
21,879
609
2,409
109
25,006
27,313
1,103
3,486
217
153
36
32,308
6.8 years
5.0 years
5.3 years
3.5 years
6.8 years
6.1 years
5.3 years
3.5 years
1.0 year
5.0 years
Estimated future amortization expense for intangible assets remaining at June 30, 2014 is as follows:
2015
2016
2017
2018
2019
Thereafter
Total future amortization expense
J.
Restructuring Plans
Year Ending
June 30,
$
$
7,007
6,523
5,041
4,304
1,760
371
25,006
During fiscal 2014, the Company announced a restructuring plan ("2014 Plan") that was implemented as part of the final
phase of integration activities relating to the Company’s recent acquisitions. The integration plan includes the consolidation of
manufacturing facilities, centralization of administrative functions using common information systems and processes, and
realignment of research and development resources. The restructuring plan included the elimination of 70 positions largely in
engineering, manufacturing and administrative functions. Additionally, the Company closed four facilities relocating all related
activities to the Company's Advanced Microelectronics Center ("AMC") in Hudson, New Hampshire. The Company also completed
the first phase of the Chelmsford, Massachusetts headquarters consolidation in the fourth quarter of fiscal 2014. These restructuring
expenses associated with the Company's fiscal 2014 restructuring plan amounted to $5,443 and affected both the MCE and MDS
reportable segments.
During the fourth quarter of fiscal 2013, the Company initiated a restructuring plan ("Q4 2013 Plan") expanding the first
phase of the integration activities surrounding our recent acquisitions primarily affecting Micronetics and the MCE reportable
segment. The Company eliminated 17 positions, primarily in operations, and incurred facility costs related to the loss on the sale
60
of the Company's legacy Hudson, New Hampshire facility of approximately $1,109. The legacy Hudson, New Hampshire facility
was leased back through February 2014. Restructuring expenses of $7,060 were recognized for the year ended June 30, 2013.
In the first quarter of fiscal 2013, the Company announced a restructuring plan (“Q1 2013 Plan”). The 2013 Plan was
implemented to cope with reduced defense revenues and the near term uncertainties in the defense industry driven by the potential
for defense budget sequestration. The 2013 Plan primarily consisted of costs related to the reduction in force which eliminated
142 positions largely in engineering, manufacturing and administrative functions, as well as reductions associated with the first
phase of the integration of Micronetics. The 2013 Plan's restructuring expenses affect the MCE reportable segment.
In fiscal 2012, the Company announced a restructuring plan (“2012 Plan”) affecting both the MCE and MDS reportable
segments. The 2012 Plan primarily consisted of costs related to the reduction in force which eliminated 41 positions largely in
engineering and manufacturing functions and facility costs related to outsourcing of certain manufacturing activities at the
Company’s Huntsville, Alabama site. The 2012 Plan, for which expense of $2,712 was recorded in fiscal 2012, was implemented
to cope with the near term uncertainties in the defense industry and improve the Company’s overall business scalability.
All of the restructuring charges are classified as operating expenses in the consolidated statements of operations and any
remaining obligations are expected to be paid within the next twelve months. The remaining restructuring liability is classified as
accrued expenses in the consolidated balance sheets.
The following table presents the detail of expenses by business segment for the Company’s restructuring plans:
Restructuring liability at June 30, 2012
MCE restructuring charges
Cash paid
Non-cash
Reversals (*)
Restructuring liability at June 30, 2013
MCE restructuring charges
MDS restructuring charges
Cash paid
Reversals (*)
Restructuring liability at June 30, 2014
Severance & Related
Facilities & Other
Total
$
$
2,404
5,939
(7,456)
—
(453)
434
3,961
55
(3,054)
(25)
1,371
$
$
185
1,574
(364)
(1,109)
—
286
1,512
—
(966)
(60)
772
$
$
2,589
7,513
(7,820)
(1,109)
(453)
720
5,473
55
(4,020)
(85)
2,143
(*) Reversals result from the finalization of severance agreements and unused outplacement services.
61
K.
Income Taxes
The components of (loss) income from continuing operations before income taxes and income tax (benefit) expense were
as follows:
(Loss) income from continuing operations before income taxes:
United States
Foreign
Tax (benefit) provision:
Federal:
Current
Deferred
State:
Current
Deferred
Foreign:
Current
Deferred
Year Ended June 30,
2014
2013
2012
(6,068) $
155
(5,913) $
(24,760) $
477
(24,283) $
30,820
494
31,314
$
3,184
(5,281)
(2,097) $
(699) $
(9,613)
(10,312) $
10,188
(2,353)
7,835
594
(375)
219
$
$
(12) $
49
$
37
(1,841) $
$
157
(710)
(553) $
364
$
—
364
$
(10,501) $
1,395
(316)
1,079
77
—
77
8,991
$
$
$
$
$
$
$
$
$
The following is the reconciliation between the statutory federal income tax rate and the Company’s effective income tax
(benefit) rate for continuing operations:
Tax (benefit) provision at federal statutory rates
State income tax, net of federal tax benefit
Research and development credits
Domestic manufacturing deduction
Deemed repatriation of foreign earnings
Foreign tax credits
Equity compensation
Officers' compensation
Stock compensation shortfalls
Change in the fair value of the liability related to the LNX earn-out
Acquisition costs
Valuation allowance
Other
Year Ended June 30,
2014
2013
2012
(35.0)%
(35.0)%
35.0%
(3.1)
(14.7)
(5.3)
0.7
(13.3)
2.2
11.1
24.1
—
—
—
2.2
(1.8)
(12.6)
—
—
—
1.8
—
—
—
0.5
2.5
1.4
(31.1)%
(43.2)%
2.6
(4.2)
(3.0)
—
—
1.0
—
—
(5.4)
1.3
2.2
(0.7)
28.8%
62
The components of the Company’s net deferred tax assets (liabilities) for continuing operations were as follows:
June 30,
2014
2013
Deferred tax assets:
Inventory valuation and receivable allowances
$
8,830
$
Accrued compensation
Equity compensation
Federal and state research and development tax credit carryforwards
Gain on sale-leaseback
Other accruals
Other temporary differences
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Deferred revenue
Property and equipment
Acquired intangible assets
Other temporary differences
Total deferred tax liabilities
Net deferred tax assets
As reported:
Current deferred tax assets
Non-current deferred tax assets
Non-current deferred tax liabilities
972
4,831
11,167
1,232
1,043
4,012
32,087
(10,844)
21,243
—
(1,694)
(9,242)
(624)
(11,560)
9,683
$
15,216
$
378
(5,911)
9,683
$
$
$
$
8,805
944
6,185
10,296
1,676
1,087
1,262
30,255
(9,032)
21,223
(1,745)
(3,144)
(11,371)
—
(16,260)
4,963
11,534
81
(6,652)
4,963
At June 30, 2014, the Company evaluated the need for a valuation allowance on deferred tax assets. In assessing whether
the deferred tax assets are realizable, management considered whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become deductible. The Company continues to conclude
that it is more likely than not that most domestic deferred tax assets would be realizable based on the financial performance in
fiscal year 2014, projected future taxable income and the reversal of existing deferred tax liabilities.
The Company continues to record a full valuation allowance on certain state research and development (“R&D”) and
investment tax credits, and stock basis differences as of June 30, 2014 as management continues to believe that it is not more
likely than not that these deferred tax assets would be realized. Any future reversals of the valuation allowance will impact income
tax expense.
The Company had state research and development credit carryforwards of $9,419, which will expire 2015 through 2028.
The Company also had state investment tax credits carryforwards of $312.
Upon consideration of changing business conditions and cash position in its foreign subsidiaries, management has determined
that it would no longer need to indefinitely reinvest the earnings of certain foreign subsidiaries. Therefore, the Company has
accrued deferred taxes in association with $520 in undistributed earnings and profits.
The Company files income tax returns in all jurisdictions in which it operates. The Company has established reserves to
provide for additional income taxes that may be due in future years as these previously filed tax returns are audited. These reserves
have been established based upon management’s assessment as to the potential exposures. All tax reserves are analyzed quarterly
and adjustments are made as events occur and warrant modification.
63
The changes in the Company’s reserves for unrecognized income tax benefits are summarized as follows:
Unrecognized tax benefits, beginning of period
Increases for previously recognized positions
Decreases for previously recognized positions
Increases for currently recognized positions
Unrecognized tax benefits, end of period
Year Ended June 30,
2014
2013
2,923
$
2,642
102
(166)
283
140
—
141
3,142
$
2,923
$
$
The $3,142 of unrecognized tax benefits as of June 30, 2014, if released, would reduce income tax expense.
The Company’s major tax jurisdiction is the U.S. and the open tax years are fiscal 2010 through 2014.
The Company expects that there will not be any material changes in its reserves for unrecognized tax benefits within the
next 12 months. Subsequent to June 30, 2014, the Company received notification that it will be subject to federal income tax audit
for the fiscal year 2012.
L.
Commitments and Contingencies
LEGAL CLAIMS
The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of
our business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect
to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters,
individually and in the aggregate, is not expected to have a material impact on the Company's cash flows, results of operations,
or financial position.
INDEMNIFICATION OBLIGATIONS
The Company's standard product sales and license agreements entered into in the ordinary course of business typically
contain an indemnification provision pursuant to which the Company indemnifies, holds harmless, and agrees to reimburse the
indemnified party for losses suffered or incurred by the indemnified party in connection with any patent, copyright or other
intellectual property infringement claim by any third party with respect to the Company's products. Such provisions generally
survive termination or expiration of the agreements. The potential amount of future payments the Company could be required to
make under these indemnification provisions is, in some instances, unlimited.
PURCHASE COMMITMENTS
As of June 30, 2014, the Company has entered into non-cancelable purchase commitments for certain inventory components
and services used in its normal operations. The purchase commitments covered by these agreements are for less than one year and
aggregate to $25,964.
64
LEASE COMMITMENTS
The Company leases certain facilities, machinery and equipment under various cancelable and non-cancelable operating
leases that expire at various dates through fiscal 2023. The leases contain various renewal options. Rental charges are subject to
escalation for increases in certain operating costs of the lessor. For tenant improvement allowances and rent holidays, the Company
records a deferred rent liability on the consolidated balance sheets and amortizes the deferred rent over the terms of the leases as
reductions to rent expense on the consolidated statements of operations. Rental expense during the fiscal years ended June 30,
2014, 2013 and 2012 was $4,213, $4,167 and $3,587, respectively. Minimum lease payments under the Company’s non-cancelable
operating leases are as follows:
2015
2016
2017
2018
2019
Thereafter
Total minimum lease payments
M.
Debt
SENIOR UNSECURED CREDIT FACILITY
$
Year Ending
June 30,
4,649
4,525
4,284
1,910
1,923
7,984
$
25,275
On October 12, 2012, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of commercial
banks, with KeyBank National Association acting as the administrative agent. The Credit Agreement provides for a $200,000
senior unsecured revolving line of credit (the “Revolver”). The Company can borrow up to $200,000 based on its consolidated
EBITDA for the prior trailing four quarters and subject to compliance with the financial covenants discussed below. The Revolver
is available for working capital, acquisitions, and general corporate purposes of the Company and its subsidiaries. The Revolver
is available for borrowing during a five year period, with interest payable periodically during such period as provided in the Credit
Agreement and principal due at the maturity of the Revolver.
The Credit Agreement has an accordion feature permitting the Company to request from the lenders an increase in the
aggregate amount of the credit facility in the form of an incremental revolver or term loan in an amount not to exceed $50,000.
Any such increase would require only the consent of the lenders increasing their respective commitments under the credit facility.
The interest rates applicable to borrowings under the Credit Agreement involve various rate options that are available to the
Company. The rates are calculated using a combination of conventional base rate measures plus a margin over those rates. The
base rates consist of LIBOR rates or prime rates. The actual rates will depend on the level of these underlying rates plus a margin
based on the Company's leverage at the time of borrowing.
Borrowings under the Credit Agreement are senior unsecured loans. Each of the Company's domestic subsidiaries is a
guarantor under the Credit Agreement.
The Credit Agreement provides for conventional affirmative and negative covenants, including a maximum leverage ratio
of 3.50x and a minimum interest coverage ratio of 3.0x. Each of the two ratios referred to above is calculated based on consolidated
EBITDA, as defined in the Credit Agreement, for each consecutive four fiscal quarter period, after giving pro forma effect for any
acquisitions. Acquisitions are permitted under the Credit Agreement without any dollar limitation so long as, among other
requirements, no default or event of default exists or would result. As of June 30, 2014, the Company is in compliance with the
covenants in the Credit Agreement . In addition, the Credit Agreement contains certain customary representations and warranties,
and events of default.
As of June 30, 2014, there was $75,794 of borrowing capacity available based on our consolidated EBITDA for the trailing
four quarters ended June 30, 2014. There were no borrowings outstanding on the Credit Agreement; however, there were outstanding
letters of credit of $4,070. The Company was in compliance with all covenants and conditions under the Credit Agreement.
65
N.
Shareholders’ Equity
PREFERRED STOCK
The Company is authorized to issue 1,000 shares of preferred stock with a par value of $0.01 per share.
SHAREHOLDER RIGHTS PLAN
The Company has adopted a Shareholder Rights Plan, the purpose of which is, among other things, to enhance the Board’s
ability to protect the shareholder interests and to ensure that shareholders receive fair treatment in the event any coercive takeover
attempt of the Company is made in the future. The following summary description of the Shareholder Rights Plan does not purport
to be complete and is qualified in its entirety by reference to the Company’s Shareholder Rights Plan, which has been previously
filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A.
In connection with the adoption of the Shareholder Rights Plan, the Board of Directors of the Company declared a dividend
distribution of one preferred stock purchase right (a “Right”) for each outstanding share of common stock to shareholders of record
as of the close of business on December 23, 2005. The Rights currently are not exercisable and are attached to and trade with the
outstanding shares of common stock. Under the Shareholder Rights Plan, the Rights become exercisable if a person becomes an
“acquiring person” by acquiring 15% or more of the outstanding shares of common stock or if a person commences a tender offer
that would result in that person owning 15% or more of the common stock. If a person becomes an “acquiring person,” each holder
of a Right (other than the acquiring person) would be entitled to purchase, at the then-current exercise price, such number of shares
of the Company’s preferred stock which are equivalent to shares of common stock having a value of twice the exercise price of
the Right. If the Company is acquired in a merger or other business combination transaction after any such event, each holder of
a Right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s common stock
having a value of twice the exercise price of the Right.
O.
Employee Benefit Plans
The Company maintains a qualified 401(k) plan (the “401(k) Plan”) for its U.S. employees. The 401(k) Plan covers U.S.
employees who have attained the age of 21. During fiscal 2014, 2013 and 2012, the Company matched employee contributions
up to 3% of eligible compensation. The Company may also make optional contributions to the plan for any plan year at its discretion.
Expense recognized by the Company for matching contributions related to the 401(k) plan was $1,896, $1,992 and $2,109 during
the fiscal years ended June 30, 2014, 2013 and 2012, respectively.
P.
Stock-Based Compensation
STOCK OPTION PLANS
The number of shares authorized for issuance under the Company’s 2005 Stock Incentive Plan, as amended and restated
(the “2005 Plan”), is 8,018 shares at June 30, 2014. On November 7, 2013, the Company's number of shares authorized for issuance
under the 2005 Plan increased by 254 shares as a result of forfeitures, cancellations and/or terminations from the Company's 1997
Stock Option Plan (the "1997 Plan"). The 2005 Plan will be increased by any future cancellations, forfeitures or terminations
(other than by exercise) under the Company’s 1997 Stock Option Plan (the “1997 Plan”). The 2005 Plan provides for the grant of
non-qualified and incentive stock options, restricted stock, stock appreciation rights and deferred stock awards to employees and
non-employees. All stock options are granted with an exercise price of not less than 100% of the fair value of the Company’s
common stock at the date of grant and the options generally have a term of seven years. There were 1,380 shares available for
future grant under the 2005 Plan at June 30, 2014.
The number of shares authorized for issuance under the 1997 Plan was 8,650 shares, of which 100 shares could be issued
pursuant to restricted stock grants. The 1997 Plan provided for the grant of non-qualified and incentive stock options and restricted
stock to employees and non-employees. All stock options were granted with an exercise price of not less than 100% of the fair
value of the Company’s common stock at the date of grant. The options typically vest over periods of zero to four years and have
a maximum term of 10 years. Following shareholder approval of the 2005 Plan on November 14, 2005, the Company’s Board of
Directors determined that no further grants of stock options or other awards would be made under the 1997 Plan, and the 1997
Plan subsequently expired in June 2007. The foregoing does not affect any outstanding awards under the 1997 Plan, which remain
in full force and effect in accordance with their terms.
EMPLOYEE STOCK PURCHASE PLAN
The number of shares authorized for issuance under the Company’s 1997 Employee Stock Purchase Plan, as amended and
restated (“ESPP”), is 1,400 shares. Under the ESPP, rights are granted to purchase shares of common stock at 85% of the lesser
of the market value of such shares at either the beginning or the end of each six-month offering period. The ESPP permits employees
to purchase common stock through payroll deductions, which may not exceed 10% of an employee’s compensation as defined in
66
the ESPP. The number of shares issued under the ESPP during fiscal years 2014, 2013 and 2012 was 92, 104 and 104, respectively.
Shares available for future purchase under the ESPP totaled 164 at June 30, 2014.
STOCK OPTION AND AWARD ACTIVITY
The following table summarizes activity of the Company’s stock option plans since June 30, 2012:
Options Outstanding
Outstanding at June 30, 2012
Granted
Exercised
Cancelled
Outstanding at June 30, 2013
Granted
Exercised
Cancelled
Outstanding at June 30, 2014
Vested and expected to vest at June 30, 2014
Exercisable at June 30, 2014
Number of
Shares
Weighted Average
Exercise Price
2,185
$
271
(74)
(312)
2,070
—
(113)
(522)
1,435
1,434
1,382
$
$
$
$
14.46
4.75
5.88
14.83
13.44
—
6.23
19.59
11.76
11.77
12.01
Weighted Average
Remaining
Contractual Term
(Years)
2.89
Aggregate
Intrinsic Value as
of 6/30/2014
2.60
2.23
2.22
2.05
$
$
$
2,564
2,560
2,249
The intrinsic value of the options exercised during fiscal years 2014, 2013 and 2012 was $578, $233 and $534, respectively.
Non-vested stock options are subject to the risk of forfeiture until the fulfillment of specified conditions. As of June 30, 2014,
there was $118 of total unrecognized compensation cost related to non-vested options granted under the Company’s stock plans
that is expected to be recognized over a weighted-average period of 0.91 years from June 30, 2014. As of June 30, 2013, there
was $354 of total unrecognized compensation cost related to non-vested options granted under the Company’s stock plans that
was expected to be recognized over a weighted-average period of 1.66 years from June 30, 2013.
On August 8, 2012, the Company completed its acquisition of Micronetics. Pursuant to the terms of the Merger Agreement, all
outstanding options to acquire shares of Micronetics common stock that were vested at the closing were canceled and the holders
of such options received an amount of cash equal to the product of the total number of shares previously subject to such vested
options and the excess of the merger consideration over the exercise price per share. All outstanding Micronetics stock options
that were unvested at the closing were replaced with stock options in the Company's common stock. The replacement stock options
granted were determined based on a conversion ratio provided in the Merger Agreement. The 271 stock options granted in the
table above reflect the replacement of the unvested Micronetics stock options as of August 8, 2012.
The following table summarizes the status of the Company’s non-vested restricted stock awards since June 30, 2012:
Outstanding at June 30, 2012
Granted
Vested
Forfeited
Outstanding at June 30, 2013
Granted
Vested
Forfeited
Outstanding at June 30, 2014
Non-Vested Restricted Stock Awards
Number of
Shares
Weighted Average
Grant Date
Fair Value
1,275
$
1,327
(474)
(121)
2,007
952
(698)
(170)
2,091
$
$
12.71
9.47
11.97
11.24
10.82
9.35
10.81
10.95
10.15
An aggregate of 70 shares of restricted stock that were granted to employees of Micronetics joining the Company in connection
with the acquisition of Micronetics in August 2012 are included in the granted figure in the table above.
67
The total fair value of restricted stock awards vested during fiscal year 2014, 2013 and 2012 was $6,543, $4,488 and $5,848,
respectively.
Non-vested restricted stock awards are subject to the risk of forfeiture until the fulfillment of specified conditions. As of
June 30, 2014, there was $12,768 of total unrecognized compensation cost related to non-vested restricted stock awards granted
under the Company’s stock plans that is expected to be recognized over a weighted-average period of 2.4 years from June 30,
2014. As of June 30, 2013, there was $11,588 of total unrecognized compensation cost related to non-vested restricted stock awards
granted under the Company’s stock plans that is expected to be recognized over a weighted-average period of 2.6 years from
June 30, 2013.
STOCK-BASED COMPENSATION EXPENSE AND ASSUMPTIONS
The Company recognized the full expense of its share-based payment plans in the consolidated statements of operations for
the fiscal years 2014, 2013 and 2012 in accordance with FASB ASC 718 and did not capitalize any such costs on the consolidated
balance sheets, as such costs that qualified for capitalization were not material. Under the fair value recognition provisions of
FASB ASC 718, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized
as expense over the service period. The following table presents share-based compensation expenses from continuing operations
included in the Company’s consolidated statement of operations:
Cost of revenues
Selling, general and administrative
Research and development
Share-based compensation expense before tax
Income taxes
Share-based compensation expense, net of income taxes
Year Ended June 30,
2014
2013
2012
$
$
601
7,024
1,374
8,999
(3,420)
5,579
$
$
371
6,436
1,047
7,854
(2,877)
4,977
$
$
324
5,290
958
6,572
(2,340)
4,232
There were no options granted during fiscal years 2014 or 2012. The only stock options granted during fiscal year 2013
were related to the Micronetics stock option rollover at the acquisition date. The following table sets forth the weighted-average
key assumptions and fair value results for stock options granted during fiscal years 2014, 2013 and 2012:
Weighted-average fair value of options granted
Option life(1)
Risk-free interest rate(2)
Stock volatility(3)
Dividend rate
Years Ended June 30,
2014
2013
2012
$
— $
3.80
$
—
—%
—%
—%
4.5
0.73%
58%
—%
—
—
—%
—%
—%
(1) The option life was determined based upon historical option activity.
(2) The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments
with a similar expected life.
(3) The stock volatility for each grant is measured using the weighted average of historical daily price changes of the Company’s
common stock over the most recent period equal to the expected option life of the grant, the historical short-term trend of
the option and other factors, such as expected changes in volatility arising from planned changes in the Company’s business
operations.
Q.
Operating Segment, Geographic Information and Significant Customers
Operating segments are defined as components of an enterprise evaluated regularly by the Company's chief operating decision
maker (“CODM”) in deciding how to allocate resources and assess performance. The Company utilizes the management approach
for determining reportable segments in accordance with the authoritative guidance. The following operating segments were
determined based upon the nature of the products offered to customers, the market characteristics of each operating segment and
the Company's management structure:
68
• Mercury Commercial Electronics (“MCE”): this operating segment delivers affordable, innovative, commercially
developed, specialized processing subsystems for critical commercial, defense and intelligence applications. MCE
delivers secure solutions that are based upon open architectures and widely adopted industry standards. MCE delivers
rapid time-to-value and service and support to prime defense contractors and commercial customers. MCE provides
solutions to prime contractor customers on a variety of programs. MCE also provides technology building blocks to
Mercury Defense Systems on key classified and unclassified programs. MCE has a legacy of embedded multi-computing
and embedded sensor processing expertise. More recently, MCE has added substantial capabilities around radio frequency
("RF") and microwave technologies as well as emerging new manufacturing capabilities to bring design, production and
test capabilities of its RF and microwave solutions to market on a more scalable basis.
• Mercury Defense Systems (“MDS”): this operating segment provides significant capabilities relating to pre-integrated,
open, affordable electronic warfare ("EW"), electronic attack ("EA") and electronic counter measure ("ECM") subsystems,
and signals intelligence ("SIGINT") and electro-optical/infrared (EO/IR) technologies. MDS deploys these solutions on
behalf of defense prime contractors and the Department of Defense ("DoD"), leveraging commercially available
technologies and solutions (or “building blocks”) from the MCE business and other commercial suppliers. MDS leverages
this technology to develop integrated sensor processing subsystems, often including classified application-specific
software and intellectual property ("IP") for the C4ISR (command, control, communications, computers, intelligence,
surveillance and reconnaissance), EW, and ECM markets. MDS brings significant domain expertise to customers, drawing
on over 25 years of experience in EW, SIGINT, and radar environment test and simulation.
The Company's operating segments were evaluated in accordance with FASB ASC 280 “Segment Reporting” in order to
determine which operating segments qualified as reportable segments. The Company determined that both MCE and MDS met
the quantitative thresholds for reporting.
Prior year results have been restated for the reclassification of the MIS operating segment as discontinued operations. MIS
was previously aggregated with MDS into one reportable segment based on similar economic and qualitative factors in accordance
with FASB ASC 280 (see Note C).
The accounting policies of the reportable segments are the same as those described in “Note B: Summary of Significant
Accounting Policies.” The profitability measure employed by the Company and its CODM as the basis for allocating resources
to segments and assessing segment performance is adjusted EBITDA. The Company believes the adjusted EBITDA financial
measure assists in providing an enhanced understanding of its underlying operational measures to manage its business, to evaluate
its performance compared to prior periods and the marketplace, and to establish operational goals.
Adjusted EBITDA is defined as income from continuing operations before interest income and expense, income taxes,
depreciation, amortization of acquired intangible assets, restructuring and other charges, impairment of long-lived assets,
acquisition costs and other related expenses, fair value adjustments from purchase accounting and stock-based compensation costs.
Additionally, asset information by reportable segment is not reported because the Company and its CODM utilize consolidated
asset information when making business decisions. The following is a summary of the performance of the Company's operations
by reportable segment:
MCE
MDS
Eliminations
Total
YEAR ENDED JUNE 30, 2014
Net revenues to unaffiliated customers
Intersegment revenues
Net revenues
Adjusted EBITDA
YEAR ENDED JUNE 30, 2013
Net revenues to unaffiliated customers
Intersegment revenues
Net revenues
Adjusted EBITDA
YEAR ENDED JUNE 30, 2012
Net revenues to unaffiliated customers
Intersegment revenues
Net revenues
Adjusted EBITDA
175,766
9,032
184,798
18,495
152,606
13,744
166,350
2,812
203,979
12,476
216,455
40,521
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
69
34,217
—
34,217
5,727
41,491
—
41,491
7,097
32,731
—
32,731
7,325
$
$
$
$
$
$
$
$
$
(1,254) $
(9,032) $
(10,286) $
(700) $
$
134
(13,744)
(13,610) $
$
31
$
360
(12,476)
(12,116) $
$
148
208,729
—
208,729
23,522
194,231
—
194,231
9,940
237,070
—
237,070
47,994
The following table reconciles the Company's (loss) income from continuing operations, the most directly comparable
GAAP financial measure, to its adjusted EBITDA:
(In thousands)
(Loss) income from continuing operations
$
Interest expense, net
Tax (benefit) provision
Depreciation
Amortization of intangible assets
Restructuring and other charges
Acquisition costs and other related expenses
Fair value adjustments from purchase accounting
Stock-based compensation expense
Year Ended June 30,
2013
2012
2014
(4,072) $
40
(1,841)
7,625
7,328
5,443
—
—
8,999
(13,782) $
31
(10,501)
8,445
8,222
7,060
318
2,293
7,854
22,323
27
8,991
7,837
3,551
2,712
1,219
(5,238)
6,572
47,994
Adjusted EBITDA
$
23,522 $
9,940 $
The geographic distribution of the Company's revenues is summarized as follows:
US
Europe
Asia Pacific
Eliminations
Total
YEAR ENDED JUNE 30, 2014
Net revenues to unaffiliated
customers
Inter-geographic revenues
Net revenues
Identifiable long-lived assets
YEAR ENDED JUNE 30, 2013
Net revenues to unaffiliated
customers
Inter-geographic revenues
Net revenues
Identifiable long-lived assets
YEAR ENDED JUNE 30, 2012
Net revenues to unaffiliated
customers
Inter-geographic revenues
Net revenues
Identifiable long-lived assets
$
$
$
$
$
$
$
$
$
202,845
3,479
206,324
14,090
182,527
8,734
191,261
14,429
227,433
5,511
232,944
15,699
$
$
$
$
$
$
$
$
$
2,806
1,550
4,356
48
4,632
385
5,017
33
4,983
747
5,730
32
$
$
$
$
$
$
$
$
$
3,078
140
3,218
6
7,072
147
7,219
$
$
$
$
$
— $
4,654
175
4,829
2
$
$
$
— $
208,729
(5,169)
(5,169) $
— $
—
208,729
14,144
— $
194,231
(9,266)
(9,266) $
— $
—
194,231
14,462
— $
(6,433)
(6,433) $
— $
237,070
—
237,070
15,733
Foreign revenue is based on the country in which the Company's legal subsidiary is domiciled. Identifiable long-lived assets
exclude goodwill and intangible assets.
Customers comprising 10% or more of the Company's revenues for the periods shown below are as follows:
Lockheed Martin Corporation
Raytheon Company
Northrop Grumman Corporation
Year Ended June 30,
2014
2013
2012
18%
13
12
43%
17%
10
11
38%
15%
23
18
56%
70
Although the Company has three customers from which it derives 10% or more of its revenue, the sales to each of these
customers are spread across multiple programs and platforms. For the fiscal years ended June 30, 2014, 2013 and 2012, the Aegis
program individually comprised 15%, 10% and 12% of the Company's revenues, respectively.
R.
Subsequent Events
The Company has evaluated subsequent events from the date of the consolidated balance sheet through the date the
consolidated financial statements were issued.
71
SUPPLEMENTARY INFORMATION (UNAUDITED)
The following sets forth certain unaudited consolidated quarterly statements of operations data for each of the Company’s
last eight quarters. In management’s opinion, this quarterly information reflects all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation for the periods presented. Such quarterly results are not necessarily indicative of
future results of operations and should be read in conjunction with the audited consolidated financial statements of the Company
and the notes thereto included elsewhere herein.
2014 (In thousands, except per share data)
1ST QUARTER
2ND QUARTER 3RD QUARTER 4TH QUARTER
$
$
$
$
$
$
$
$
$
$
$
$
Net revenues
Gross margin
Loss from operations
(Loss) income from continuing operations before income
taxes
Income tax (benefit) provision
Loss from continuing operations
Income (loss) from discontinued operations, net of
income taxes
Net loss
Net loss per share:
Basic net loss per share:
Loss from continuing operations
Income (loss) from discontinued operations
Net loss
Diluted net loss per share:
Loss from continuing operations
Income (loss) from discontinued operations
Net loss
2013 (In thousands, except per share data)
Net revenues
Gross margin
Loss from operations
Loss from continuing operations before income taxes
Income tax benefit
(Loss) income from continuing operations
Income (loss) from discontinued operations, net of
income taxes
Net (loss) income
Net (loss) earnings per share:
Basic net (loss) earnings per share:
(Loss) income from continuing operations
Income (loss) from discontinued operations
Net (loss) income
Diluted net (loss) earnings per share:
(Loss) income from continuing operations
Income (loss) from discontinued operations
Net (loss) income
50,726
$
21,562
$
(4,041) $
(3,623) $
(1,319) $
(2,304) $
48
(2,256) $
50,932
$
24,325
$
(1,661) $
(1,229) $
(442) $
(787) $
(258)
(1,045) $
53,393
$
24,376
$
(1,407) $
(1,079) $
(809) $
(270) $
(308)
(578) $
53,678
24,481
(296)
18
729
(711)
(6,835)
(7,546)
(0.07) $
— $
(0.07) $
(0.02) $
(0.01) $
(0.03) $
(0.01) $
(0.01) $
(0.02) $
(0.02)
(0.22)
(0.24)
(0.07) $
— $
(0.07) $
(0.02) $
(0.01) $
(0.03) $
(0.02)
(0.22)
(0.24)
2ND QUARTER 3RD QUARTER 4TH QUARTER
(0.01) $
(0.01) $
(0.02) $
$
1ST QUARTER
$
$
$
$
$
$
$
$
$
$
$
$
$
$
45,680
$
19,239
$
(11,524) $
(11,191) $
(3,817) $
(7,374) $
$
174
(7,200) $
(0.25) $
0.01
$
(0.24) $
(0.25) $
0.01
$
(0.24) $
46,371
$
16,524
$
(7,362) $
(7,259) $
(2,299) $
(4,960) $
$
176
(4,784) $
(0.16) $
— $
(0.16) $
(0.16) $
— $
(0.16) $
50,364
$
21,350
$
(1,850) $
(1,831) $
(2,341) $
$
510
278
788
0.02
0.01
0.03
0.02
0.01
0.03
$
$
$
$
$
$
$
$
51,816
21,045
(4,074)
(4,002)
(2,044)
(1,958)
(54)
(2,012)
(0.06)
(0.01)
(0.07)
(0.06)
(0.01)
(0.07)
Due to the effects of rounding, the sum of the four quarters does not equal the annual total.
ITEM 9.
None.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
72
ITEM 9A.
CONTROLS AND PROCEDURES
(a) EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
We conducted an evaluation as of June 30, 2014 under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer,
respectively), and concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under
the Securities Exchange Act of 1934, as amended, the “Exchange Act”) were effective as of June 30, 2014 and designed to ensure
that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms and that it is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.
(b) INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our internal control
over financial reporting or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
(c) MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under
the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an assessment of the
effectiveness of our internal control over financial reporting as of June 30, 2014 based on the framework in Internal Control-
Integrated Framework (1992) published by the Committee of Sponsoring Organizations of the Treadway Commission. As a result
of this assessment, management concluded that our internal control over financial reporting was effective as of June 30, 2014.
The effectiveness of our internal control over financial reporting as of June 30, 2014 has been audited by KPMG LLP, an independent
registered public accounting firm, as stated in its report.
(d) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during the fourth quarter of fiscal 2014 identified in connection with our Chief Executive Officer’s and Chief
Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B.
OTHER INFORMATION
None.
73
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated herein by reference to our Proxy Statement for our 2014 Annual
Meeting of Shareholders (the “Shareholders Meeting”), except that information required by this item concerning our executive
officers appears in Part I, Item 4.1 of this Annual Report on Form 10-K.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement for the Shareholders Meeting.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to our Proxy Statement for the Shareholders
Meeting.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated herein by reference to our Proxy Statement for the Shareholders
Meeting.
ITEM 14.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated herein by reference to our Proxy Statement for the Shareholders
Meeting.
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
The financial statements, schedule, and exhibits listed below are included in or incorporated by reference as part of this
report:
1. Financial statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of June 30, 2014 and 2013
Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended June 30, 2014, 2013 and
2012
Consolidated Statements of Shareholders’ Equity for the fiscal years ended June 30, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the years ended June 30, 2014, 2013 and 2012
Notes to Consolidated Financial Statements
2. Financial Statement Schedule:
II. Valuation and Qualifying Accounts
74
MERCURY SYSTEMS, INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
FOR FISCAL YEARS ENDED JUNE 30, 2014, 2013 AND 2012
(In thousands)
Allowance for Doubtful Accounts
BALANCE
AT
BEGINNING
OF PERIOD
ADDITIONS
REVERSALS
WRITE-
OFFS
BALANCE
AT END OF
PERIOD
$
$
$
33
5
17
$
$
$
133
85
61
$
$
$
14
27
$
$
— $
118
30
73
$
$
$
34
33
5
Deferred Tax Asset Valuation Allowance
BALANCE
AT
BEGINNING
OF PERIOD
CHARGED
TO COSTS &
EXPENSES
CHARGED
TO OTHER
ACCOUNTS
DEDUCTIONS
BALANCE
AT END OF
PERIOD
$
$
$
9,032
8,682
7,973
$
$
$
1,812
350
709
$
$
$
— $
— $
— $
— $
— $
— $
10,844
9,032
8,682
2014
2013
2012
2014
2013
2012
3.
Exhibits:
Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index on page 76, which is incorporated herein
by reference.
75
Pursuant to the requirements of Section 13 or 15(d) 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, in Chelmsford, Massachusetts, on August 14,
2014.
Signatures
MERCURY SYSTEMS, INC.
By
/s/ KEVIN M. BISSON
Kevin M. Bisson
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND TREASURER
[PRINCIPAL FINANCIAL OFFICER]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title(s)
Date
/s/ MARK ASLETT
Mark Aslett
/S/ KEVIN M. BISSON
Kevin M. Bisson
/S/ CHARLES A. SPEICHER
Charles A. Speicher
/S/ JAMES K. BASS
James K. Bass
/S/ GEORGE W. CHAMILLARD
George W. Chamillard
/S/ MICHAEL A. DANIELS
Michael A. Daniels
/S/ GEORGE K. MUELLNER
George K. Muellner
/S/ WILLIAM K. O’BRIEN
William K. O’Brien
/S/ VINCENT VITTO
Vincent Vitto
President, Chief Executive Officer and Director
(principal executive officer)
August 14, 2014
Senior Vice President, Chief Financial Officer,
and Treasurer (principal financial officer)
August 14, 2014
Vice President, Controller, and Chief Accounting
Officer (principal accounting officer)
August 14, 2014
August 14, 2014
August 14, 2014
August 14, 2014
August 14, 2014
August 14, 2014
August 14, 2014
Director
Director
Director
Director
Director
Chairman of the Board of
Directors
76
EXHIBIT INDEX
ITEM NO.
1.1
DESCRIPTION OF EXHIBIT
Underwriting Agreement, dated February 10, 2011, among the Company and Jefferies & Company, Inc.
and Lazard Capital Markets LLC as representatives of the several underwriters named therein (incorporated
herein by reference to Exhibit 1.1 of the Company’s current report on Form 8-K filed on February 11, 2011)
3.1.1
3.1.2
3.1.3
3.1.4
3.2
4.1
4.2
10.1.1*
10.1.2*
10.1.3*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7.1*
10.7.2*
Articles of Organization (incorporated herein by reference to Exhibit 3.1.1 of the Company’s annual report
on Form 10-K for the fiscal year ended June 30, 2009)
Articles of Amendment (incorporated herein by reference to Exhibit 3.1.2 of the Company’s annual report
on Form 10-K for the fiscal year ended June 30, 2010)
Articles of Amendment (incorporated herein by reference to Exhibit 1 of the Company’s registration
statement on Form 8-A filed on December 15, 2005)
Articles of Amendment (incorporated herein by reference to Exhibit 3.1 of the Company's current report on
Form 8-K filed on November 13, 2012)
Bylaws, amended and restated effective as of May 4, 2011 (incorporated herein by reference to Exhibit 3.2
of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2011)
Form of Stock Certificate (incorporated herein by reference to Exhibit 4.1 of the Company’s Registration
Statement on Form S-1 (File No. 333-41139))
Shareholder Rights Agreement, dated as of December 14, 2005, between the Company and Computershare
Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) (incorporated herein by
reference to Exhibit 2 of the Company’s registration statement on Form 8-A filed on December 15, 2005)
1997 Stock Option Plan, as amended and restated (incorporated herein by reference to Exhibit 10.1.1 of the
Company’s annual report on Form 10-K for the fiscal year ended June 30, 2010)
Form of Stock Option Agreement under the 1997 Stock Option Plan (incorporated herein by reference to
Exhibit 10.1.2 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2010)
Form of Restricted Stock Award Agreement under the 1997 Stock Option Plan (incorporated herein by
reference to Exhibit 10.1.3 of the Company’s annual report on Form 10-K for the fiscal year ended June 30,
2010)
1997 Employee Stock Purchase Plan, as amended and restated (incorporated herein by reference to
Appendix B to the Company’s definitive proxy statement filed on September 19, 2011)
Form of Indemnification Agreement between the Company and each of its current directors (incorporated
herein by reference to Exhibit 10.4 of the Company’s annual report on Form 10-K for the fiscal year ended
June 30, 2009)
Annual Executive Bonus Plan – Corporate Financial Performance (incorporated herein by reference to
Appendix A to the Company’s definitive proxy statement filed on August 30, 2013)
Annual Executive Bonus Plan – Individual Performance (incorporated herein by reference to Exhibit 10.7
of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2009)
2005 Stock Incentive Plan, as amended and restated (incorporated herein by reference to Appendix A to the
Company’s definitive proxy statement filed on August 31, 2012)
Form of Stock Option Agreement under the 2005 Stock Incentive Plan (incorporated herein by reference to
Exhibit 10.8.1 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)
Form of Restricted Stock Award Agreement under the 2005 Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.8.2 of the Company’s annual report on Form 10-K for the fiscal year ended June 30,
2011)
77
ITEM NO.
10.7.3*
10.7.4*
DESCRIPTION OF EXHIBIT
Form of Deferred Stock Award Agreement under the 2005 Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.8.3 of the Company’s annual report on Form 10-K for the fiscal year ended June 30,
2011)
Form of Stock Option Agreement for performance stock options under the 2005 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on
September 28, 2007)
10.7.5*†
Form of Performance-Based Restricted Stock Award Agreement under the 2005 Stock Incentive Plan
10.8.1*
10.8.2*
10.9*
10.10.1*
10.10.2*
10.10.3*
10.11*
10.12*
10.13
10.14
10.15
10.16
Form of Change in Control Severance Agreement between the Company and Mark Aslett (incorporated
herein by reference to Exhibit 10.9.1 of the Company’s annual report on Form 10-K for the fiscal year
ended June 30, 2011)
Form of Change in Control Severance Agreement between the Company and Non-CEO Executives
(incorporated herein by reference to Exhibit 10.9.2 of the Company’s annual report on Form 10-K for the
fiscal year ended June 30, 2011)
Compensation Policy for Non-Employee Directors (incorporated herein by reference to Exhibit 10.10 of
the Company's annual report on Form 10-K for the fiscal year ended June 30, 2012)
Employment Agreement, dated as of November 19, 2007, by and between the Company and Mark Aslett
(incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on
November 20, 2007)
First Amendment to Employment Agreement, dated as of December 20, 2008, by and between the
Company and Mark Aslett (incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on
Form 10-Q for the quarter ended December 31, 2008)
Second Amendment to Employment Agreement, dated as of September 30, 2009, by and between the
Company and Mark Aslett (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on
Form 10-Q for the quarter ended September 30, 2009)
Agreement, dated March 1, 2010, by and between the Company and Gerald M. Haines II (incorporated
herein by reference to Exhibit 10.13 of the Company’s annual report on Form 10-K for the fiscal year
ended June 30, 2011)
Agreement, dated November 26, 2011, by and between the Company and Kevin M. Bisson (incorporated
herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on January 17,
2012)
Purchase and Sale Agreement dated as of April 12, 2007 among 1999 Riverneck, LLC, Riverneck Road,
LLC, 191 Riverneck, LLC and BTI 199-201 Riverneck, L.P. (incorporated herein by reference to Exhibit
10.10 of the Company's annual report on Form 10-K for the fiscal year ended June 30, 2012)
Lease Agreement dated April 20, 2007 between BTI 199-201 Riverneck, L.P. and the Company
(incorporated herein by reference to Exhibit 10.10 of the Company's annual report on Form 10-K for the
fiscal year ended June 30, 2012)
Stock Purchase Agreement by and among the Company, LNX Corporation, and the Holders of the
Securities of LNX Corporation (incorporated herein by reference to Exhibit 10.1 of the Company’s
quarterly report on Form 10-Q for the quarter ended March 31, 2011)
Agreement and Plan of Merger dated as of December 22, 2011 by and among the Company, King Merger,
Inc., KOR Electronics, and the Securityholders’ Representative (incorporated by reference to Exhibit 10.1
of the Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2011)
78
ITEM NO.
10.17
DESCRIPTION OF EXHIBIT
Agreement and Plan of Merger by and among the Company, Wildcat Merger Sub Inc., and Micronetics,
Inc. dated as of June 8, 2012 (incorporated herein by reference to Exhibit 10.1 of the Company’s current
report on Form 8-K filed on June 11, 2012)
10.18*
10.19
21.1†
23.1†
31.1†
31.2†
32.1+
101†
*
†
+
Micronetics, Inc. 2006 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the
Company’s registration statement on Form S-8 filed on August 10, 2012)
Credit Agreement dated as of October 12, 2012 among the Company and the lenders party thereto
(incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed on October
17, 2012)
Subsidiaries of the Company
Consent of KPMG LLP
Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statement of Operations,
(ii) Consolidated Balance Sheet, (iii) Consolidated Statement of Shareholders’ Equity, (iv) Consolidated
Statement of Cash Flows, and (v) Notes to Consolidated financial Statements
Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of the Company
participates.
Filed with this Form 10-K.
Furnished herewith. This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
79
EXHIBIT 31.1
I, Mark Aslett, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Mercury Systems, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: August 14, 2014
/s/ MARK ASLETT
Mark Aslett
PRESIDENT AND CHIEF EXECUTIVE OFFICER
[PRINCIPAL EXECUTIVE OFFICER]
EXHIBIT 31.2
I, Kevin M. Bisson, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Mercury Systems, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: August 14, 2014
/s/ KEVIN M. BISSON
Kevin M. Bisson
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER, AND TREASURER
[PRINCIPAL FINANCIAL OFFICER]
EXHIBIT 32.1
Mercury Systems, Inc.
Certification Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Mercury Systems, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30,
2014 as filed with the Securities and Exchange Commission (the “Report”), we, Mark Aslett, President and Chief Executive Officer of
the Company, and Kevin Bisson, Senior Vice President, Chief Financial Officer, and Treasurer of the Company, certify, pursuant to
Section 1350 of Chapter 63 of Title 18, United States Code, that to our knowledge the Report fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 14, 2014
/S/ MARK ASLETT
Mark Aslett
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/S/ KEVIN M. BISSON
Kevin M. Bisson
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER, AND TREASURER
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder return of our common stock
against the cumulative total return of the Spade Defense Index and a peer group of 20 companies for the period of
June 30, 2009 through June 30, 2014. The graph and table assume that $100 was invested on June 30, 2009 in each
of our common stock, the Spade Defense Index and a peer group and that all dividends were reinvested. The peer
group consists of the following companies:
Aeroflex Holding Corp.
AeroVironment, Inc.
American Science and Engineering, Inc. Digital Globe, Inc.
Analogic Corporation
Anaren, Inc.
API Technologies Corp.
CalAmp Corp.
Ducommun Incorporated
Electro Scientific Industries, Inc.
Globecomm Systems Inc.
IRobot Corporation
Comtech Telecommunications Corp.
Cray, Inc.
KEYW Holdings Corporation
KVH Industries, Inc.
NCI, Inc.
Radisys Corporation
Sonus Networks, Inc.
Symmetricom, Inc.
We retained the same peer group used in fiscal 2013 with the following exceptions: we removed Cognex
Corporation and Stratasys, Inc. from our peer group; and we added Aeroflex Holding Corp. and CalAmp Corp. to
our peer group. In fiscal 2014, we used this updated peer group for analyzing our performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MERCURY SYSTEMS, INC.,
THE SPADE DEFENSE INDEX AND THE PEER GROUP
Measurement Point
6/30/09
6/30/10
6/30/11
6/30/12
6/30/13
6/30/14
Mercury Systems, Inc.
100.0
126.8
201.9
139.8
99.7
122.6
Spade Defense Index
100.0
115.9
146.3
136.8
179.2
234.3
Peer Group
100.0
114.8
139.4
99.5
133.5
148.4
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG
MERCURY SYSTEMS, INC., THE SPADE DEFENSE INDEX AND THE PEER GROUP
ASSUMES $100 INVESTED ON JUNE 30, 2009
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDED JUNE 30, 2014
(This page has been left blank intentionally.)
T
N
E
M
E
G
A
N
A
M
&
S
R
O
T
C
E
R
I
D
EXECUTIVE OFFICERS
Mark Aslett
President and Chief Executive Officer
Gerald M. Haines II
Executive Vice President, Chief Financial
Officer and Treasurer
Charles A. Speicher
Vice President, Controller
and Chief Accounting Officer
Didier M.C. Thibaud
President,
Mercury Commerical Electronics
BOARD OF DIRECTORS
Vincent Vitto
Chairman of the Board
Retired President and CEO
The Charles Stark Draper Laboratory, Inc.
Mark Aslett
President and Chief Executive Officer
Mercury Systems, Inc.
James K. Bass
Retired President and CEO
Piper Aircraft, Inc.
George W. Chamillard
Retired Chairman, Teradyne, Inc.
Michael A. Daniels
Retired Chairman and CEO
Mobile 365, Inc. and
Network Solutions, Inc.
George K. Muellner
Retired Executive
The Boeing Company
William K. O’Brien
Retired Chairman and CEO
Enterasys Networks
N
O
I
T
A
M
R
O
F
N
I
E
T
A
R
O
P
R
O
C
CORPORATE OFFICE
MERCURY SYSTEMS, INC.
201 Riverneck Road
Chelmsford, MA 01824-2820
Tel 978.256.1300
866.411.MRCY
ir.mrcy.com
NASDAQ: MRCY
AUDITOR
KPMG LLP
Two Financial Center
60 South Street
Boston, MA 02111
TRANSFER AGENT AND REGISTRAR
Computershare Investor Services
P.O. Box 43023
Providence, RI 02940-4023
Tel 781.575.2879
www.computershare.com/investor
COMMON STOCK
Mercury Systems, Inc. common stock is traded on the
Nasdaq Global Select Market under the symbol MRCY.
STOCKHOLDER INFORMATION
The Company’s Form 10-K and other published
information is available on request, free of charge, by
writing or calling Investor Relations as listed below.
INVESTOR RELATIONS
Mercury Systems, Inc.
201 Riverneck Road
Chelmsford, MA 01824-2820
Tel 866.411.MRCY
Mercury Systems, Inc. is an Equal Opportunity/Affirmative Action Employer. Copyright © 2014 Mercury Systems, Inc.
We’ve invested in open innovations that matter to
We’ve invested in open innovations that matter to
deliver full sensor processing solutions engineered
deliver full sensor processing solutions engineered
and made in the USA.
and made in the USA.
mrcy.com
mrcy.com
201 Riverneck Road
201 Riverneck Road
Chelmsford, MA 01824-2820
Chelmsford, MA 01824-2820
USA
USA
Copyright © 2014 Mercury Systems, Inc. All rights reserved. Innovation that Matters is a trademark of Mercury
Copyright © 2014 Mercury Systems, Inc. All rights reserved. Innovation that Matters is a trademark of Mercury
Systems, Inc. Other products mentioned may be trademarks or registered trademarks of their respective holders.
Systems, Inc. Other products mentioned may be trademarks or registered trademarks of their respective holders.
Mercury believes its information is accurate as of its publication date and is not responsible for any inadvertent
Mercury believes its information is accurate as of its publication date and is not responsible for any inadvertent
errors. The information contained herein is subject to change without notice.
errors. The information contained herein is subject to change without notice.