Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 2, 2004

 


 

MERCURY COMPUTER SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

 


 

Massachusetts   000-23599   04-2741391

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

199 Riverneck Road, Chelmsford, Massachusetts   01824
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (978) 256-1300

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

 

  (c) Exhibits.

 

Exhibit No.

 

Description


99.1   Press Release, dated August 2, 2004, of Mercury Computer Systems, Inc.

 

Item 12. Results of Operations and Financial Condition.

 

On August 2, 2004, Mercury Computer Systems, Inc. (the “Company”) issued a press release regarding its financial results for the quarter and fiscal year ended June 30, 2004. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

 

2


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    MERCURY COMPUTER SYSTEMS, INC.

Dated: August 2, 2004

 

By:

 

/s/ JOSEPH M. HARTNETT


   

Name:

 

Joseph M. Hartnett

   

Title:

 

Vice President, Controller and Chief Accounting Officer

 

3


EXHIBIT INDEX

 

Exhibit No.

 

Description


99.1   Press Release, dated August 2, 2004, of Mercury Computer Systems, Inc.

 

4

Press Release

EXHIBIT 99.1

 

Mercury Computer Systems Reports Record Fourth Quarter

 

and Fiscal Year Revenues

 

Fourth Quarter 2004 Revenues of $59.1 million

Fiscal Year 2004 Revenues of $185.6 million

Fourth Quarter 2004 Earnings per share of $0.44

2004 Earnings per share of $1.05

 

CHELMSFORD, Mass. - August 2, 2004 - Mercury Computer Systems, Inc. (NASDAQ: MRCY), today reported results for its fourth quarter and fiscal year ended June 30, 2004. The Company posted its 54th consecutive quarter of profitable performance.

 

  Fourth quarter revenues were $59.1 million, an increase of 33% over the prior year’s fourth quarter.

 

  Fourth quarter operating income was $13.6 million, representing 23.0% of revenues.

 

  Fourth quarter net income was $9.6 million, or 16.2% of revenues. Diluted earnings per share were $0.44 for the fourth quarter.

 

  Cash flows from operating activities generated $5.4 million in the fourth quarter and $25.9 million for the fiscal year.

 

  Cash balance at the end of the year was $238.3 million.

 

For the 2004 fiscal year, revenues were $185.6 million, up 3% over the 2003 fiscal year. Full-year operating income was $31.6 million, or 17% of revenues, an increase of $5.8 million over 2003. Net income was $22.9 million or 12.3% of revenues, versus $22.7 million and 12.6% in the prior year. Fiscal 2004 diluted earnings per share were $1.05, versus $1.03 for fiscal 2003.

 

– more –

LOGO


Mercury Computer Systems Reports Fourth Quarter 2004 EPS of $0.44

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“We are thrilled to report the strongest revenue year in our history,” said Jay Bertelli, president and chief executive officer of Mercury Computer Systems. “For fiscal 2004, we delivered solid operating results while enhancing our product offering and growth potential with the acquisition of TGS, a software company that provides 3D imaging technology for use in life sciences, geosciences, and simulation applications. Additionally, with the acquisition of Advanced Radio Corporation, we gained radio frequency (RF) expertise with products that address military and commercial communications applications. We exited the year well positioned to deliver on our growth strategy.”

 

Backlog

 

The Company’s total backlog position at the end of the quarter was $91.2 million, up from $57.3 million at the beginning of the fiscal year, marking the fourth consecutive quarter of backlog growth. Of the current total backlog, $80.9 million represents shipments scheduled over the next 12 months. The book-to-bill ratio was greater than 1.0 for the fourth quarter and for the full fiscal year.

 

Defense Electronics

 

Revenues for the quarter from defense electronics were $42.8 million, representing 72% of total revenues. For the fiscal year, defense electronics revenues were $126.0 million, representing 68% of the Company’s total revenues, compared to $124.1 million, or 69% of revenues for the same period of fiscal 2003. For the year, defense electronics revenues were particularly strong in signals intelligence applications.

 

Imaging and Visualization Solutions

 

Revenues for the quarter from imaging and visualization solutions were $8.9 million, representing 15% of total revenues. For the fiscal year, imaging and visualization solutions revenues were $32.9 million, representing 18% of the Company’s total revenues, compared to $35.7 million, or 20% of total revenues for fiscal 2003. For the year, imaging and visualization solutions revenues were particularly strong in digital X-ray.


Mercury Computer Systems Reports Fourth Quarter 2004 EPS of $0.44

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OEM Solutions

 

Revenues for the quarter from OEM solutions were $7.4 million, representing 13% of the Company’s total revenues. For the full year, the OEM solutions revenue grew to $26.7 million, or 14% of the total company revenue, compared to $20.4 million, or 11% of revenues for the same period of fiscal 2003. This 31% year-over-year growth was driven by design wins moving into production, and the strength of the semiconductor market. As a result, we experienced increased shipments of our systems to semiconductor capital equipment OEMs for integration into their semiconductor inspection and mask-generation systems.

 

At its meeting on July 28, the board of directors of Mercury authorized an increase to the Company’s current share repurchase program, bringing the total currently authorized for repurchase to approximately $25 million. The board extended the plan through December 31, 2005.

 

The plan is intended to offset the potential dilutive impact of the issuance of shares in connection with the Company’s employee stock option and purchase plans. Repurchases of the Company’s common stock may be made from time to time at management’s discretion on the open market at prevailing market prices or in privately negotiated transactions. Repurchased shares will become authorized but unissued shares and will be used for general corporate purposes.

 

Business Outlook

 

This section presents our current expectations and estimates, given current visibility on our business outlook. It is possible that actual performance will differ materially from the ranges and estimates given — either on the upside or on the downside. Investors should consider all of the risks, including those listed in the Safe Harbor Statement below, with respect to these estimates, and make themselves aware of the risk factors that may impact the Company’s actual performance.

 

For fiscal 2005, the Company is projecting revenue in the range of $225-$230 million, representing approximately 21%-24% growth. Gross margin is projected to be in the range of 66%-67%. At these levels, operating income is projected to approximate 17%, and earnings per share are projected to be in the range of $1.20-$1.25.


Mercury Computer Systems Reports Fourth Quarter 2004 EPS of $0.44

   Page 4

 

Earnings-per-share guidance assumes a full-year tax rate of 30%. Subject to unusual transactions, average shares outstanding are projected to remain relatively constant.

 

“We are very pleased to project this level of revenue growth. As a result of the confidence we have in our ability to execute our growth agenda, we are raising the operating profit range for our timeless business model to 16%-18% of total revenues, from 15%-17%,” continued Mr. Bertelli.

 

For the first quarter of fiscal year 2005, revenues are expected to be in the range of $51-$54 million. First quarter operating profits are projected in the range of 12%-13%. The Company projects a range of $0.18-$0.22 for earnings per share for the first quarter ending September 30, 2004.

 

Recent Highlights

 

  July – Mercury announced that its RACE++® Series multicomputer was selected by Lockheed Martin for the Joint Common Missile (JCM) Program. The system will be integrated into the guidance electronics unit of the JCM system, which is the next-generation air-to-ground missile to be carried on U.S. Armed Forces rotary- and fixed-wing platforms.

 

  July – Mercury elected George W. Chamillard to its board. Mr. Chamillard is chairman of Teradyne, Inc. a leading supplier of automatic test equipment and interconnection systems. With the addition of Mr. Chamillard, Mercury Computer Systems’ board now has eight members, seven of whom are independent.

 

  June – Mercury announced an order from Northrop Grumman for Phase II of the Multi-Platform Radar Technology Insertion Program (MP-RTIP). The RapidIO-based PowerStream® 7000 system will deliver high-density TeraFLOPS multicomputing for the development of long-lead items for Phase II. Mercury PowerStream MP-510 systems were used in Phase I of MP-RTIP.


Mercury Computer Systems Reports Fourth Quarter 2004 EPS of $0.44

   Page 5

 

  June – Mercury introduced its XR9 family of Linux®-based scalable, modular servers based on dual IBM PowerPC® 970FX microprocessors. The cost-effective, high-performance rack-mountable server solutions are optimized for a range of high-performance applications including medical imaging, engineering and scientific simulation, and high-performance data visualization.

 

  June – Mercury announced the acquisition of Advanced Radio Corporation (ARC), the Reston, Virginia-based developer of radio frequency (RF) products for signals intelligence (SIGINT) applications and commercial opportunities such as wireless infrastructure testing. The acquisition will enable Mercury customers to purchase integrated, best of breed, commercial off-the-shelf (COTS) solutions that will save time and development costs, as well as provide superior sensitivity for enhanced communications capabilities.

 

  May – Mercury announced the acquisition of TGS Group, a leading supplier of 3D image processing and visualization software to diverse end markets including life sciences (medical imaging and biotechnology), geosciences (earth sciences including oil and gas exploration), and simulation (commercial and defense). The integration of Mercury and TGS technology will help customers to meet their critical time-to-market challenges by shortening product development cycles.

 

  April – Mercury announced the private sale pursuant to Rule 144A of $125 million aggregate principal amount, which included the $25 million over-allotment option, of convertible senior notes due in 2024. The Company intends to use the net proceeds for general corporate purposes, including working capital, capital expenditures, research and development, and potential acquisitions or other strategic investments.

 

Conference Call Information

 

Mercury will host a conference call Tuesday, August 3, 2004 at 11:00 a.m. ET to discuss the 2004 fourth quarter and fiscal year results and review the financial and business outlook for fiscal year 2005.


Mercury Computer Systems Reports Fourth Quarter 2004 EPS of $0.44

   Page 6

 

To listen to the conference call, dial (800) 946-0705 in the USA and Canada, and for international, dial (719) 457-2637. The conference code number is 163350. Please call five to ten minutes prior to the scheduled start time. This call will also be broadcast live over the web at www.mc.com/investor under Financial Events.

 

A replay of the call by telephone will be available from approximately 2:00 p.m. ET on Tuesday, August 3 through midnight ET on Tuesday, August 17. To access the replay, dial (888) 203-1112 in the USA and Canada, and for international, dial (719) 457-0820. Enter access code 163350. A replay of the webcast of the call will be available for an extended period of time on the Financial Events page of the Company’s website at www.mc.com/investor.

 

Forward-Looking Safe Harbor Statement

 

This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to anticipated fiscal 2005 business performance. You can identify these statements by our use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” 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, general economic and business conditions, including unforeseen economic weakness in the Company’s markets, effects of continued geo-political unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, continued funding of defense programs, timing of such fundings, market acceptance of the Company’s products, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company’s control. These risks and uncertainties also include such additional risk factors as are discussed in the Company’s recent filings with the U.S. Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. The Company may, in its discretion, provide information in future public announcements regarding its outlook that may be of interest to the investment community. The format and extent of future outlooks may be different from the format and extent of the information contained in this release.

 

About Mercury Computer Systems, Inc.

 

Mercury Computer Systems, Inc. (NASDAQ: MRCY) is the leading supplier of high-performance embedded, real-time digital signal and image processing computer systems. Mercury’s products play a critical role in a wide range of applications, transforming sensor data


Mercury Computer Systems Reports Fourth Quarter 2004 EPS of $0.44

   Page 7

 

to information for analysis and interpretation. In military reconnaissance and surveillance platforms, the Company’s systems process real-time radar, sonar, and signals intelligence data. Mercury’s systems are also used in state-of-the-art medical diagnostic imaging devices including MRI, PET, and digital X-ray, and in semiconductor imaging applications including photomask generation and wafer inspection. Mercury provides advanced 3D image processing and visualization software and optimized systems to diverse end markets including life sciences, geosciences, and simulation. The Company also develops radio frequency (RF) products for enhanced communications capabilities in military and commercial applications.

 

Based in Chelmsford, Massachusetts, Mercury serves customers in North America, Europe and Asia through its direct sales force and a network of subsidiaries and distributors.

 

# # #

Contact:

 

Diane Basile

Vice President, Investor Relations & Corporate Communications

978-256-1300

 

Visit Mercury on the Web: www.mc.com

 

PowerStream and RACE++ are registered trademarks of Mercury Computer Systems, Inc. Product and company names mentioned may be trademarks and/or registered trademarks of their respective holders.


MERCURY COMPUTER SYSTEMS, INC.

 

Consolidated Balance Sheet

(in thousands)

 

    

June 30,

2004


    June 30,
2003


 
     (unaudited)        

Assets

                

Current assets:

                

Cash and cash equivalents

   $ 148,995     $ 27,158  

Marketable securities

     54,898       40,892  

Accounts receivable, net

     41,609       22,975  

Inventory

     10,746       10,735  

Deferred tax assets, net

     3,819       4,778  

Prepaid expenses and other current assets

     5,370       3,513  
    


 


Total current assets

     265,437       110,051  

Marketable securities

     34,391       45,211  

Property and equipment, net

     25,866       26,349  

Goodwill

     29,009       4,225  

Acquired intangible assets, net

     5,529       2,339  

Deferred tax assets, net

     3,612       1,321  

Other assets

     5,894       1,059  
    


 


Total assets

   $ 369,738     $ 190,555  
    


 


Liabilities and Stockholders’ Equity

                

Current liabilities:

                

Accounts payable

   $ 10,884     $ 5,235  

Accrued expenses

     5,715       4,354  

Accrued compensation

     13,147       10,053  

Amounts payable for acquisition

     7,512       —    

Notes payable

     948       718  

Income taxes payable

     6,922       2,440  

Deferred revenues and customer advances

     5,851       2,741  
    


 


Total current liabilities

     50,979       25,541  

Notes payable

     135,827       11,599  

Deferred compensation

     1,122       759  

Other long-term liabilities

     953       —    
    


 


Total liabilities

     188,881       37,899  

Stockholders’ equity:

                

Common stock

     223       223  

Additional paid-in capital

     53,882       52,174  

Treasury stock, at cost

     (31,336 )     (40,197 )

Retained earnings

     157,908       140,142  

Accumulated other comprehensive income

     180       314  
    


 


Total stockholders’ equity

     180,857       152,656  
    


 


Total liabilities and stockholders’ equity

   $ 369,738     $ 190,555  
    


 


 


MERCURY COMPUTER SYSTEMS, INC.

 

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

 

     Three months ended
June 30,


   

Year ended

June 30,


 
     2004

    2003

    2004

    2003

 

Net revenues

   $ 59,131     $ 44,473     $ 185,595     $ 180,242  

Cost of revenues

     16,869       14,925       60,537       62,048  
    


 


 


 


Gross profit

     42,262       29,548       125,058       118,194  

Operating expenses:

                                

Selling, general and administrative

     16,780       14,100       54,805       53,981  

Research and development

     11,865       9,614       38,648       38,383  
    


 


 


 


Total operating expenses

     28,645       23,714       93,453       92,364  

Income from operations

     13,617       5,834       31,605       25,830  

Interest income

     702       438       2,036       1,855  

Interest expense

     (777 )     (226 )     (1,441 )     (923 )

Gain on sale of division

     —         —         —         5,800  

Other income (expense), net

     (71 )     112       33       308  
    


 


 


 


Income before income taxes

     13,471       6,158       32,233       32,870  

Income tax provision

     3,907       1,912       9,348       10,193  
    


 


 


 


Net income

   $ 9,564     $ 4,246     $ 22,885     $ 22,677  
    


 


 


 


Net income per share:

                                

Basic

   $ 0.45     $ 0.20     $ 1.08     $ 1.07  
    


 


 


 


Diluted

   $ 0.44     $ 0.20     $ 1.05     $ 1.03  
    


 


 


 


Weighted average shares outstanding:

                                

Basic

     21,238       21,030       21,122       21,131  
    


 


 


 


Diluted

     21,853       21,656       21,803       21,948  
    


 


 


 


 


MERCURY COMPUTER SYSTEMS, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Three months ended
June 30,


   

Year ended

June 30,


 
     2004

    2003

    2004

    2003

 

Cash flows from operating activities:

                                

Net income

   $ 9,564     $ 4,246     $ 22,885     $ 22,677  

Depreciation and amortization

     2,092       2,341       7,406       8,212  

Gain on sale of division

     —         —         —         (5,800 )

Other and non-cash items, net

     (806 )     132       969       1,930  

Changes in operating assets and liabilities, net of acquisitions

     (5,500 )     832       (5,318 )     23,481  
    


 


 


 


Net cash provided by operating activities

     5,350       7,551       25,942       50,500  
    


 


 


 


Cash flows from investing activities:

                                

Sales (purchases) of marketable securities, net

     2,125       (5,406 )     (3,457 )     (32,236 )

Purchases of property and equipment

     (2,287 )     (1,748 )     (5,599 )     (6,165 )

Acquisitions of businesses, net of cash acquired

     (13,525 )     —         (17,425 )     —    

Proceeds from sale of division

     —         —         —         5,800  
    


 


 


 


Net cash used in investing activities

     (13,687 )     (7,154 )     (26,481 )     (32,601 )
    


 


 


 


Cash flows from financing activities:

                                

Proceeds from employee stock plans

     1,167       737       3,741       2,855  

Purchases of treasury stock

     —         (4,393 )     —         (10,139 )

Proceeds from convertible debt offering, net

     120,889       —         120,889       —    

Principal payments under notes payable

     (1,483 )     (172 )     (2,016 )     (760 )
    


 


 


 


Net cash provided by (used in) financing activities

     120,573       (3,828 )     122,614       (8,044 )
    


 


 


 


Effect of exchange rate changes on cash and cash equivalents

     (67 )     78       (238 )     (210 )
    


 


 


 


Net increase (decrease) in cash and cash equivalents

     112,169       (3,353 )     121,837       9,645  

Cash and cash equivalents at beginning of period

     36,826       30,511       27,158       17,513  
    


 


 


 


Cash and cash equivalents at end of period

   $ 148,995     $ 27,158     $ 148,995     $ 27,158