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) July 28, 2005
MERCURY COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its 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) |
Registrants telephone number, including area code (978) 256-1300
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On July 28, 2005, Mercury Computer Systems, Inc. (the Company) issued a press release regarding its financial results for the quarter and fiscal year ended June 30, 2005. The Companys 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.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. |
Description | |
99.1 | Press Release, dated July 28, 2005, of Mercury Computer Systems, Inc. |
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. | ||||
Date: July 28, 2005 |
By: |
/s/ JOSEPH M. HARTNETT | ||
Joseph M. Hartnett | ||||
Vice President, Controller and Chief Accounting Officer |
3
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release, dated July 28, 2005, of Mercury Computer Systems, Inc. |
Exhibit 99.1
Mercury Computer Systems Reports Record Revenues
for Fourth Quarter and Fiscal Year
Fourth Quarter 2005 Revenues of $71.5 Million
Fiscal Year 2005 Revenues of $250.2 Million
Fourth Quarter 2005 Earnings per Share of $0.41
2005 Earnings per Share of $1.25
CHELMSFORD, Mass. July 28, 2005Mercury Computer Systems, Inc. (NASDAQ: MRCY), reported results for its fourth quarter and fiscal year ended June 30, 2005.
| Fourth quarter revenues were $71.5 million, an increase of 21% over the prior years fourth quarter. |
| Fourth quarter operating income was $13.9 million, representing 19.4% of revenues. |
| Fourth quarter net income was $10.1 million, or 14.1% of revenues. Diluted earnings per share were $0.41 for the fourth quarter. |
| Cash flows from operating activities generated $4.1 million in the fourth quarter and $37.2 million for the fiscal year. |
| Cash and marketable securities balance at the end of the year was $228.2 million. |
For the 2005 fiscal year, revenues were $250.2 million, up 35% over the 2004 fiscal year. Full-year operating income was $42.5 million, or 17% of revenues, an increase of $10.9 million over 2004. Net income was $30.2 million or 12.1% of revenues, versus $22.9 million or 12.3% in the prior year. Fiscal 2005 diluted earnings per share were $1.25, versus $1.03 for fiscal 2004.
We are thrilled to report the strongest revenue year in Mercurys history, said Jay Bertelli, president and chief executive officer of Mercury Computer Systems, Inc. We achieved strong organic growth in our high-end markets, including signals intelligence and medical imaging. Additionally, we augmented our 3D imaging and visualization solution portfolio with products and services gained through our acquisition of the TGS Group in May 2004, and increased our growth potential in this market with the recent acquisition of SoHard AG, a leader in web-based picture archiving and communications systems for hospital enterprises.
This past month, we agreed to acquire Echotek Corporation, a long-time hardware alliance partner, to fill a product gap and enhance our defense business opportunities in signals intelligence as well as commercial wireless communications, Mr. Bertelli continued. We expect to close on Echotek in the third quarter of this calendar year.
Backlog
The Companys total backlog position at the end of the year was $91.8 million, compared to $91.2 million at the beginning of the fiscal year. Of the current total backlog, $85.7 million represents shipments scheduled over the next 12 months. The book-to-bill ratio was 1.0 for the fiscal year.
Defense Electronics
Revenues for the quarter from Defense Electronics were $47.5 million, representing 66% of total revenues. For the fiscal year, Defense Electronics revenues were $148.2 million, representing 59% of the Companys total revenues, compared to $126.0 million, or 68% of revenues for fiscal 2004. For the fiscal year, the increase in Defense Electronics revenues was primarily in signals intelligence applications.
Imaging and Visualization Solutions
Revenues for the quarter from Imaging and Visualization Solutions were $12.2 million, representing 17% of total revenues. For the fiscal year, Imaging and Visualization Solutions revenues were $49.2 million, representing 20% of the Companys total revenues, compared to $32.9 million, or 18% of total revenues for fiscal 2004. For the fiscal year, Imaging and Visualization Solutions revenues were particularly strong in magnetic resonance imaging (MRI).
OEM Solutions
Revenues for the quarter from OEM Solutions were $10.2 million, representing 14% of the Companys total revenues. For the full fiscal year, OEM Solutions revenues grew to $48.4 million, or 19% of the Companys total revenues, compared to $26.7 million, or 14% of revenues for fiscal 2004. This 81% year-over-year growth was driven by semiconductor design wins
moving into production. 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.
Momentum Computer business unit
Revenues for the quarter from Momentum Computer, which reported on its second full operating quarter under Mercury, were $1.6 million, representing 2% of the Companys total revenues. For the full fiscal year, Momentum Computer contributed $4.4 million of revenues since being acquired in December 2004.
Stock Repurchase Program
At its meeting on July 25, the board of directors of Mercury authorized a share repurchase program for up to $20 million of the Companys currently outstanding common stock. The plan is intended to offset the potential dilutive impact of the issuance of shares in connection with the Companys employee stock option and purchase plans. Repurchases of the Companys common stock may be made from time to time at managements discretion on the open market at prevailing market prices or in privately negotiated transactions.
Business Outlook
This section presents our current expectations and estimates, given current visibility on our business outlook, and assumes the closing of the pending Echotek acquisition in the third quarter of calendar 2005. It is possible that actual performance will differ materially from the ranges and estimates given, either on the upside or on the downside, and may differ materially if the Echotek acquisition fails to close or the closing is delayed. 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 Companys actual performance.
Use of Non-GAAP (Generally Accepted Accounting Principles) Financial Measures
References by the Company to non-GAAP operating income and non-GAAP earnings per share refer to costs and expenses or earnings per share excluding equity-based compensation cost. GAAP requires that this cost be included in costs and expenses and accordingly used to
determine operating income and earnings per share. The Companys management uses non-GAAP operating income, and associated non-GAAP net income (which is the basis for non-GAAP earnings per share) to make operational and investment decisions, and the Company believes that they are among several useful measures for an enhanced understanding of its operating results.
Excluding the equity compensation cost from GAAP operating income will enable investors to perform a meaningful comparison of the Companys operating results to prior periods. In these prior periods, the Companys GAAP financial results were not required to include expenses associated with stock option compensation, and now these expenses will be included within operating expenses in the GAAP presentation. The Company also believes that providing non-GAAP earnings per share affords investors a view of earnings that may be more easily compared to peer companies.
The Company believes these non-GAAP measures will aid investors overall understanding of its financial results by providing a higher degree of transparency for certain expenses, particularly those related to equity-based compensation costs, as well as providing a level of disclosure that will help investors understand how the Company plans and measures its own business. However, non-GAAP net income should be construed neither as an alternative to GAAP net income or earnings per share as an indicator of its operating performance, nor as a substitute for cash flow from operations as a measure of liquidity, because the items excluded from the non-GAAP measures often have a material impact on the Companys results of operations. Therefore, management does, and investors should, use non-GAAP measures in conjunction with the Companys reported GAAP results.
For fiscal 2006, the Company is projecting revenue to be in the range of $295 to $305 million, representing approximately 20% growth at the midpoint of the range, including the impact of acquisitions and closure of the pending Echotek acquisition announced earlier in the month.
As a June year-end company, the Companys fiscal year 2006 GAAP projected results include the impact of FAS 123(R), Share-Based Payment. Accordingly, including the expense related to equity-based compensation, the Company projects full-year GAAP operating income to
approximate 12% of revenues. Excluding the impact of equity-based compensation costs, fiscal 2006 operating income is projected to approximate 16% of revenues.
The Company projects 2006 fiscal year GAAP earnings per share to be in the range of $0.97 to $1.02. Excluding the impact of equity-based compensation costs, fiscal year 2006 earnings per share are projected to be in the range of $1.35 to $1.40.
For the first quarter of fiscal year 2006, revenues are expected to be in the range of $60 to $63 million. First quarter GAAP operating income is projected to approximate 6% of revenues, including the expense related to equity-based compensation. Excluding the expense related to equity-based compensation, first quarter fiscal 2006 operating income is projected to approximate 10% of revenues.
The Company projects first quarter fiscal 2006 GAAP earnings per share to be in the range of $0.11 to $0.13. Excluding the impact of equity-based compensation costs, first quarter fiscal year 2006 earnings per share are projected to be in the range of $0.18 to $0.20.
Recent Highlights
| July Mercury announced it has signed an agreement to purchase Echotek Corporation. Based in Huntsville, Alabama, Echotek produces a portfolio of board-level products for analog-to-digital conversion (A/D), digital-to-analog conversion (D/A), high-performance input/output (I/O), and specialized digital signal processing known as digital receivers. This functionality is present in sensor-based computing systems for defense applications such as radar and signals intelligence. These technologies are also key components in commercial systems for medical scanners, large-scale physics experiments, and electronic test instrumentation. |
| July Mercury acquired SoHard AG, a global market leader in the development of advanced software solutions for medical imaging systems, hardware and firmware for commercial embedded systems, and software intelligence applications via professional services. Based in |
Fuerth, Germany, SoHard AG is expected to accelerate growth and expand Mercurys solution portfolio for 3D medical imaging applications.
| June Mercury announced that it will partner with IBM to integrate the Cell microprocessor technology in future products for data-intensive applications such as radar, sonar, MRI, CT, and digital X-ray. The optimized products are expected to provide a new level of sophistication and dramatically improved performance for the graphic- and compute-intensive requirements of existing and new customer applications. |
| June Mercury announced the ExamineRT Server/Thin Client solution for 3D imaging in PACS, or picture archiving and communications systems. The ExamineRT Server/Thin Client provides a centralized, scalable, clustered server architecture that fits within existing PACS frameworks to seamlessly unite installed legacy systems across multiple platforms. In addition to enabling a dramatic increase in 3D workflow speed, the ExamineRT Server/Thin Client also reduces development costs as well as time to market for PACS OEMs. |
| May Mercury announced its continued involvement with the Lockheed Martin Aegis Program, with participation in the successful February 2005 firing mission of the Aegis Ballistic Missile Defense (BMD) system, and the initial delivery of its next-generation PowerStream® 7000 RapidIO®-based multicomputer for next-phase development. For the firing mission, Mercury supplied the 6U RACE++® Series VME integrated signal processing system embedded in the Aegis BMD signal processor (BSP), which augmented the SPY-1D radar onboard an Aegis destroyer to enable real-time detection, tracking, analysis, and discrimination of several targets. The initial Lockheed Martin order for the PowerStream 7000 is central to the development of signal processing applications that are planned for deployment on Navy warships. |
| May Mercury announced its strengthened commitment to ruggedized COTS (commercial off-the-shelf) computing, with the introduction of two new conduction-cooled products: the third-generation 800 MHz 7447A 6U VME Multicomputer, which is the most powerful COTS multiprocessing system available today for deployment in |
extreme environments; and the RACE++ Series MYRIAD-4130, a hybrid host and carrier module. Mercury also announced the expansion of ruggedization services through two new partnerships with Tracewell Systems and Parker Hannifin, and its commitment to the VITA cooling standards for next-generation products.
| April Mercurys Momentum Computer business unit announced the industrys first dual Pentium-based 6U single board computer (SBC) for the PICMG 2.16 specification. The CCR-200 doubles the compute density in a single slot of a PICMG 2.16 packet switch backplane. The PICMG 2.16 employs an Ethernet-based packet switch architecture on the CompactPCI platform. The combination provides a reliable, robust computing environment for high availability and next-generation network applications in embedded computing. |
Conference Call Information
Mercury will host a conference call Thursday, July 28, 2005 at 11:00 a.m. ET to discuss the 2005 fourth quarter and fiscal year results and review the financial and business outlook for fiscal year 2006.
To listen to the conference call, dial (800) 449-5865 in the USA and Canada, and for international, dial (312) 461-9296. The conference code number is 6390664. 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 Thursday, July 28 through midnight ET on Friday, August 5. To access the replay, dial (888)
203-1112 in the USA and Canada, and for international, dial (719) 457-0820. Enter access code 6390664. A replay of the webcast of the call will be available for an extended period of time on the Financial Events page of the Companys 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 2006 business performance and the result of acquisitions. 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 Companys 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 funding, market acceptance of the Companys products, shortages in components, production delays due to performance quality issues with outsourced components, failure of the parties to satisfy the closing conditions related to the Echotek Corp. acquisition, inability to fully realize the expected benefits from acquisitions or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, difficulties in retaining key employees and customers, and various other factors beyond the Companys control. These risks and uncertainties also include such additional risk factors as are discussed in the Companys recent filings with the U.S. Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. 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 provider of high-performance embedded, real-time digital signal and image processing solutions. Mercurys solutions play a critical role in a wide range of applications, transforming sensor data to information for analysis and interpretation. In military reconnaissance and surveillance platforms the Companys systems process real-time radar, sonar, and signals intelligence data. Mercurys 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 provides 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. Visit Mercury on the web at www.mc.com.
# # #
Contact:
Kathy Donahue, Public Relations Manager
978-967-1126 / kdonahue@mc.com
PowerStream and RACE++ are registered trademarks, and ExamineRT is a trademark 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 SHEETS
(in thousands)
June 30, 2005 |
June 30, 2004 | ||||||
(unaudited) | |||||||
Assets |
|||||||
Current assets: |
|||||||
Cash and cash equivalents |
$ | 43,143 | $ | 18,695 | |||
Marketable securities |
131,702 | 185,198 | |||||
Accounts receivable, net |
40,033 | 41,609 | |||||
Inventory |
16,691 | 10,746 | |||||
Deferred tax assets, net |
2,664 | 3,819 | |||||
Prepaid expenses and other current assets |
7,737 | 5,370 | |||||
Total current assets |
241,970 | 265,437 | |||||
Marketable securities |
53,382 | 34,391 | |||||
Property and equipment, net |
29,484 | 25,866 | |||||
Goodwill |
37,080 | 29,009 | |||||
Acquired intangible assets, net |
5,402 | 5,529 | |||||
Deferred tax assets, net |
4,480 | 3,612 | |||||
Other assets |
5,327 | 5,894 | |||||
Total assets |
$ | 377,125 | $ | 369,738 | |||
Liabilities and Stockholders Equity |
|||||||
Current liabilities: |
|||||||
Accounts payable |
$ | 8,627 | $ | 10,884 | |||
Accrued expenses |
8,091 | 5,715 | |||||
Accrued compensation |
13,965 | 13,147 | |||||
Amounts payable for acquisition |
| 7,512 | |||||
Notes payable |
831 | 948 | |||||
Income taxes payable |
3,128 | 6,922 | |||||
Deferred revenues and customer advances |
8,162 | 5,851 | |||||
Total current liabilities |
42,804 | 50,979 | |||||
Notes payable |
134,997 | 135,827 | |||||
Deferred compensation |
1,281 | 1,122 | |||||
Other long-term liabilities |
217 | 953 | |||||
Total liabilities |
179,299 | 188,881 | |||||
Stockholders equity: |
|||||||
Common stock |
210 | 223 | |||||
Additional paid-in capital |
10,365 | 22,546 | |||||
Retained earnings |
188,094 | 157,908 | |||||
Accumulated other comprehensive income (loss) |
(843 | ) | 180 | ||||
Total stockholders equity |
197,826 | 180,857 | |||||
Total liabilities and stockholders equity |
$ | 377,125 | $ | 369,738 | |||
MERCURY COMPUTER SYSTEMS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three months ended June 30, |
Year ended June 30, |
|||||||||||||||
2005 |
2004 |
2005 |
2004 |
|||||||||||||
Net revenues |
$ | 71,513 | $ | 59,131 | $ | 250,172 | $ | 185,595 | ||||||||
Cost of revenues |
22,946 | 16,869 | 84,466 | 60,537 | ||||||||||||
Gross profit |
48,567 | 42,262 | 165,706 | 125,058 | ||||||||||||
Operating expenses: |
||||||||||||||||
Selling, general and administrative |
20,490 | 16,780 | 73,095 | 54,805 | ||||||||||||
Research and development |
14,223 | 11,865 | 50,072 | 38,648 | ||||||||||||
Total operating expenses |
34,713 | 28,645 | 123,167 | 93,453 | ||||||||||||
Income from operations |
13,854 | 13,617 | 42,539 | 31,605 | ||||||||||||
Interest income |
1,639 | 702 | 5,094 | 2,036 | ||||||||||||
Interest expense |
(1,003 | ) | (777 | ) | (4,166 | ) | (1,441 | ) | ||||||||
Other income (expense), net |
(81 | ) | (71 | ) | (344 | ) | 33 | |||||||||
Income before income taxes |
14,409 | 13,471 | 43,123 | 32,233 | ||||||||||||
Income tax provision |
4,323 | 3,907 | 12,937 | 9,348 | ||||||||||||
Net income |
$ | 10,086 | $ | 9,564 | $ | 30,186 | $ | 22,885 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.48 | $ | 0.45 | $ | 1.44 | $ | 1.08 | ||||||||
Diluted |
$ | 0.41 | $ | 0.40 | $ | 1.25 | $ | 1.03 | ||||||||
Weighted-average shares outstanding: |
||||||||||||||||
Basic |
20,950 | 21,238 | 21,028 | 21,122 | ||||||||||||
Diluted |
25,828 | 24,716 | 25,970 | 22,520 | ||||||||||||
MERCURY COMPUTER SYSTEMS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three months ended June 30, |
Year ended June 30, |
|||||||||||||||
2005 |
2004 |
2005 |
2004 |
|||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net income |
$ | 10,086 | $ | 9,564 | $ | 30,186 | $ | 22,885 | ||||||||
Depreciation and amortization |
2,752 | 2,092 | 10,573 | 7,406 | ||||||||||||
Other and non-cash items, net |
20 | (806 | ) | 2,977 | 969 | |||||||||||
Changes in operating assets and liabilities |
(8,746 | ) | (5,500 | ) | (6,551 | ) | (5,318 | ) | ||||||||
Net cash provided by operating activities |
4,112 | 5,350 | 37,185 | 25,942 | ||||||||||||
Cash flows from investing activities: |
||||||||||||||||
Sales (purchases) of marketable securities, net |
11,986 | (107,825 | ) | 34,694 | (123,757 | ) | ||||||||||
Purchases of property and equipment |
(3,226 | ) | (2,287 | ) | (10,608 | ) | (5,599 | ) | ||||||||
Acquisition of businesses, net of cash acquired |
| (13,525 | ) | (16,184 | ) | (17,425 | ) | |||||||||
Net cash provided by (used in) investing activities |
8,760 | (123,637 | ) | 7,902 | (146,781 | ) | ||||||||||
Cash flows from financing activities: |
||||||||||||||||
Proceeds from employee stock plans |
1,336 | 1,167 | 6,145 | 3,741 | ||||||||||||
Purchases of common stock |
| | (24,966 | ) | | |||||||||||
Proceeds from convertible debt offering, net |
| 120,889 | | 120,889 | ||||||||||||
Principal payments under notes payable |
(206 | ) | (1,483 | ) | (1,447 | ) | (2,016 | ) | ||||||||
Net cash provided by (used in) financing activities |
1,130 | 120,573 | (20,268 | ) | 122,614 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents |
(124 | ) | (67 | ) | (371 | ) | (238 | ) | ||||||||
Net increase in cash and cash equivalents |
13,878 | 2,219 | 24,448 | 1,537 | ||||||||||||
Cash and cash equivalents at beginning of period |
29,265 | 16,476 | 18,695 | 17,158 | ||||||||||||
Cash and cash equivalents at end of period |
$ | 43,143 | $ | 18,695 | $ | 43,143 | $ | 18,695 | ||||||||