© 2016 Mercury Systems, Inc.
Mercury Systems
FY17 Investor Day Presentation
November 8, 2016
Nasdaq MarketSite
New York, NY
2 © 2016 Mercury Systems, Inc.
Forward-looking safe harbor statement
This presentation contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of
1995, including those relating to fiscal 2017 business performance and beyond and the Company’s plans for growth and improvement
in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,”
“plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar
expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from
those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the
timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in the 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 or unanticipated expenses due to performance quality issues with outsourced components, inability to fully realize
the expected benefits from acquisitions and restructurings, or delays in realizing such benefits, challenges in integrating acquired
businesses and achieving anticipated synergies, increases in interest rates, changes to 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 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 30, 2016. The Company cautions readers not to place undue
reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to
update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
Use of Non-GAAP (Generally Accepted Accounting Principles) Financial Measures
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides
adjusted EBITDA, adjusted income from continuing operations, and adjusted EPS which are non-GAAP financial measures. Adjusted
EBITDA, adjusted income from continuing operations, and adjusted EPS exclude certain non-cash and other specified charges. The
Company believes these non-GAAP financial measures are useful to help investors better understand its past financial performance and
prospects for the future. However, the presentation of adjusted EBITDA, adjusted income from continuing operations and adjusted EPS
is not meant to be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management
believes the adjusted EBITDA, adjusted income from continuing operations, and adjusted EPS financial measures assist in providing a
more complete understanding of the Company’s underlying operational results and trends, and management uses these measures
along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to
prior periods and the marketplace, and to establish operational goals. A reconciliation of GAAP to non-GAAP financial results discussed
in this presentation is contained in the Appendix hereto.
3 © 2016 Mercury Systems, Inc. © 2016 Mercury Systems, Inc.
Agenda
• Strategy & Business Update
– Mark Aslett
President & CEO
• Growth Strategy at Work
• Financial Update
• Q&A
4 © 2016 Mercury Systems, Inc.
…to address the industry's challenges and opportunities
Pioneering a next generation defense electronics company…
• High-tech commercial
business model
• Secure processing subsystems
• Serving defense Prime
contractor outsourcing needs
• Deployed on 300+ programs
with 25+ Prime contractors
• FY16 $270M revenue;
Growth YoY:
– 15% revenue
– 37% GAAP income
– 29% Adj. EBITDA
– 38% backlog
• FY17 guidance(1):
– $370M - $380M revenue
– $19.8M - $22.4M GAAP income(1)
– $83M - $87M Adj. EBITDA
(1) The guidance included herein is from the Company’s most recent earnings release and is as of the date of that release. Excludes the impact of the Company’s
recently announced definitive purchase agreement for the acquisition of CES Creative Electronic Systems SA. The Company is neither reconfirming such
guidance as of the date of this presentation nor assuming any obligations to update or revise such guidance. For purposes of modeling and guidance, we
have assumed no restructuring, acquisition or financing-related expenses and an effective tax rate of approximately 35% in the period discussed.
5 © 2016 Mercury Systems, Inc.
…provider of secure sensor and mission processing subsystems
Acquisitions have transformed Mercury into a commercial…
• Acquired capability
expands total addressable
market
• Moved up the value chain
• Facilitates greater
customer outsourcing
• Accelerates customer
supply chain consolidation
• Disintermediate traditional
product competitors
• Low-risk content expansion
organic growth strategy
DIGITIZATION
RF
RF
RF
RF
RF
SECURE STORAGE
SECURE STORAGE
Defense Electronic Subsystem
* Represents carve-out acquisition from Microsemi Corp.
RF
DIGITIZATION
SENSOR PROCESSING
SENSOR PROCESSING
MISSION PROCESSING
MISSION PROCESSING
*
*
*
6 © 2016 Mercury Systems, Inc.
We are deployed on 300+ programs with 25+ Primes
RADAR
EW
EO/IR – C4I
Triton
Aegis Patriot F-16 F-35
Global Hawk SEWIP Badger/Buzzard F-15 AH-64 Apache
P-8 MMA KC-46 F-16 Reaper/Gorgon Stare
MISSILES &
MUNITIONS
MALD-J SM2/3/6 Paveway SDB II PGK
F-35
7 © 2016 Mercury Systems, Inc.
Critical steps to growth and pioneering a new model
Focused on economic core – defense electronics
Divested Non
Core Assets
Expanded addressable market and moved up value chain
Pioneered secure embedded open systems and advanced middleware
Built trusted, scalable domestic RF and digital manufacturing
Solution sales and strategic account management
Strengthened team, infrastructure and balance sheet for M&A
Acquired New
Capabilities
Increased
IR&D Spend
Trusted Domestic
Manufacturing
Transformed Go To
Market Model
Built Scalable
Platform
8 © 2016 Mercury Systems, Inc.
Defense will likely remain a $500B+ industry…
…despite the ongoing political and budget uncertainty
Crowding Out of Defense Spending and Investment:
Rising interest rates, healthcare and social spending;
MilPer expense growth, aging military platforms’ O&M costs rising
Defense Procurement Reform 3.0:
Firm-fixed-price contracts and less government-funded R&D
changing economics and competitive dynamics of defense industry
Political Dysfunction:
Sequestration-driven cuts and repeated Continuing Resolutions
disrupting DoD budget process and spending
Industry Has Cut Capacity to Innovate:
Reduced headcount, fewer engineers and aging workforce;
Less IR&D and growth investments, increased dividends and buybacks
Challenging Global Security Environment:
Resurgent Russia, Chinese militarization and power projection, ISIS
threat, North Korean agitation, Middle East instability
9 © 2016 Mercury Systems, Inc.
Defense budget outlook improved
GFY17 funded by CR Oct 1-Dec 9 at GFY16 level
PBR17 adjusts FY17 to new budget caps but not FY18-21
Sources: National Defense Authorization Act of 2016, FY2017 President’s Budget Request. Both the House and Senate authorized President’s requested $524b for GFY17. Numbers may not add due to rounding.
Topline Base Authorization Budget vs. BCA Caps & Bipartisan Budget Act Agreement ($B)
$496 $500
$512
$525
$537
$551
$496
$522 $524
$557
$565 $570
$585
480
500
520
540
560
580
600
620
2015 2016 2017 2018 2019 2020 2021
2011 Budget Act 2015 Budget Act PBR17
10 © 2016 Mercury Systems, Inc.
…is the defense industry’s largest secular growth opportunity
Captive outsourcing by defense prime contractors…
• 2016 A&D electronics is
$91 billion dollar market
$91
$97
$100
$103
$106
$108
$0
$20
$40
$60
$80
$100
$120
2016 2017 2018 2019 2020 2021
Global A&D Electronics Systems Market ($B)
Global Aerospace &
Defense Electronic
Systems Market
• Source: RSAdvisors research & analysis
11 © 2016 Mercury Systems, Inc.
…is the defense industry’s largest secular growth opportunity
Captive outsourcing by defense prime contractors…
• 2016 A&D electronics is
$91 billion dollar market
• US Defense is nearly half
of the total market
$91
$97
$100
$103
$106
$108
$41 $43
$44 $45 $45
$47
$0
$20
$40
$60
$80
$100
$120
2016 2017 2018 2019 2020 2021
Global A&D Electronics Systems Market ($B)
US Defense Electronic
Systems Market
Global Aerospace &
Defense Electronic
Systems Market
• Source: RSAdvisors research & analysis
12 © 2016 Mercury Systems, Inc.
…is the defense industry’s largest secular growth opportunity
Captive outsourcing by defense prime contractors…
• 2016 A&D electronics is
$91 billion dollar market
• US Defense is nearly half
of the total market
• One third of US Defense
compute & RF market
addressable by Tier 2
• Small percentage of Tier 2
compute & RF estimated
to be outsourced
• Primes outsourcing to
fewer but more capable
suppliers willing to invest,
share risk
$91
$97
$100
$103
$106
$108
$41 $43
$44 $45 $45
$47
$13 $13 $14 $14
$15 $15
$0
$20
$40
$60
$80
$100
$120
2016 2017 2018 2019 2020 2021
Global A&D Electronics Systems Market ($B)
US Defense Tier 2
Compute & RF
US Defense Electronic
Systems Market
Global Aerospace &
Defense Electronic
Systems Market
• Source: RSAdvisors research & analysis
13 © 2016 Mercury Systems, Inc.
Investor highlights
Proven Management
Team
Pure play aerospace and defense electronics company.
Embedded on key growth programs aligned to DoD priorities
Leading Positions on
Well-funded Platforms
Pacific pivot and third offset, aging platform modernization,
foreign and international military sales
Aligned with Industry
Growth Drivers
Internally-funded R&D. IP retention. Commercial sales model.
US development, manufacturing and support for secure systems
Next Generation
Defense Electronics
Business Model
Secure sensor processing, safety-critical mission processing and
platform management subsystems, software and services
Innovative Technology
Leader
Captive Prime outsourcing largest secular growth trend.
RF and secure processing content expansion on key DoD programs
Low Risk
Growth Strategy
Scalable business, engineering and manufacturing platform
to facilitate future acquisitions
Business Platform
Built to Scale
Successful business transformation.
Double-digit revenue growth with strong profitability
14 © 2016 Mercury Systems, Inc.
Mercury’s vision is to be the…
Leading commercial provider
of secure sensor and mission
processing subsystems
15 © 2016 Mercury Systems, Inc.
…as customers seek affordable outsourced pre-integrated subsystems
Business model built for speed, innovation and affordability…
• Traditional COTS board model
broken (“Plug-n-Pray”)
– Product procurement cost low
– Large hidden integration costs
– Lower Prime IR&D spending
– COTS lifecycle support difficult
• Defense procurement reform
– Less Government-funded
cost-plus integration
– Under firm fixed price, Prime
bears risk and expense
• Acquired and pre-integrating
sensor chain technologies
– More affordable, lower risk,
simplifies supply chain
– Open architectures and open
middleware speed adoption Primes
RF Digital
Secure
Processing
Mercury Pre-integrated
Secure Sensor and Mission
Processing Subsystems
Government
Traditional COTS Model
“Plug-n-Pray”
Operating System
COTS COTS COTS
Proprietary Middleware
Classified Prime/Gov’t IP
36+ months Time
to Market
12 months Time
to Market
Open Middleware
Application Ready
Software Toolkit
Classified Prime/Gov’t IP
16 © 2016 Mercury Systems, Inc.
Highest Safety
Design Assurance
Levels (DAL)
SPEED
SWaP
SOFTWARE
SECURITY
Highest
Performance
Processing
Best Size, Weight
and Power (SWaP)
Industry-leading
Embedded Security
Most Advanced
Open Middleware
SAFETY
Only high-tech commercial company with the technology…
…and domain expertise for secure sensor and mission processing
Safe and Secure Sensor and Mission Processing Solutions
ACQUIRE DIGITIZE PROCESS STORAGE EXPLOIT DISSEMINATE
17 © 2016 Mercury Systems, Inc.
From highly leveraged Teraflop modules and RF subassemblies…
…to secure sensor, platform and mission processing subsystems
Secure
Sensor Processing
Subsystems
Secure C2
Blade Servers
Miniature RF
Transceivers
RF and EW
Subsystems
RF & Microwave
MOSA Building Blocks
Secure C2
Rackmount Servers
Safety-certified
Mission and Platform
Management Subsystems
Secure
Multi-Chip
Modules
Integrated
Microwave Assemblies
18 © 2016 Mercury Systems, Inc.
Mercury’s capabilities and opportunity for growth…
…are aligned to DoD investment priorities
Pacific Pivot & Third Offset:
Platforms need improved sensors, autonomy, electronic protection and
attack, on-board exploitation. Greater demand for onboard processing
Aging Platform Modernization:
Port customer software to available state-of-the-art open architectures
to rapidly and affordably upgrade electronics on aging military platforms
International and Foreign Military Sales:
Upgrade subsystems with security for export to expand addressable
market, grow revenues and access international customer R&D funding
19 © 2016 Mercury Systems, Inc.
Platform, sensor and mission electronics are integrated at the Tier 1
level by large Defense Prime contractors
Mission /
Integrated Systems
Integrated Subsystems
Standalone Subsystems
Modules
Systems
Integration
Tier 1
Prime
Defense Platform
Value Chain
Integrated
subsystems Components
Tier 2
RF Microwave &
Millimeter Wave
Multi-function Module
EW Payload
MALD-J
RF Seeker
Amplifier
Transceiver
Tier 3
Flight Management System
Platform & Mission
Processing
Glass cockpit
F-35
Mission Computer
SIP
SBC Processor
Antenna Array
Radar Processor
Radar
Device
DSP Processor
Sensor
Processing
F-16
Source: RSAdvisors research & analysis
20 © 2016 Mercury Systems, Inc.
Integrated
subsystems
Historically, Mercury was a Tier 3 sensor processing product provider
Mission /
Integrated Systems
Integrated Subsystems
Standalone Subsystems
Modules
Systems
Integration
Tier 1
Prime
Defense Platform
Value Chain
Components
Tier 2
RF Microwave &
Millimeter Wave
Multi-function Module
EW Payload
MALD-J
RF Seeker
Amplifier
Transceiver
Tier 3
Flight Management System
Platform & Mission
Processing
Glass cockpit
F-35
Mission Computer
SIP
SBC Processor
Antenna Array
Radar Processor
Radar
Device
DSP Processor
Sensor
Processing
F-16
Source: RSAdvisors research & analysis
21 © 2016 Mercury Systems, Inc.
We moved into RF and up the value chain, to Tier 2, and are providing
commercially-developed pre-integrated subsystem solutions
Mission /
Integrated Systems
Integrated Subsystems
Standalone Subsystems
Modules
Systems
Integration
Tier 1
Prime
Defense Platform
Value Chain
Components
Tier 2
RF Microwave &
Millimeter Wave
Multi-function Module
EW Payload
MALD-J
RF Seeker
Amplifier
Transceiver
Tier 3
Flight Management System
Platform & Mission
Processing
Glass cockpit
F-35
Mission Computer
SIP
SBC Processor
Antenna Array
Radar Processor
Radar
Device
DSP Processor
Sensor
Processing
F-16
Source: RSAdvisors research & analysis
22 © 2016 Mercury Systems, Inc.
The acquisition of CES moves Mercury into a large adjacent market
leveraging our expertise, program base and channel
Mission /
Integrated Systems
Integrated Subsystems
Standalone Subsystems
Modules
Systems
Integration
Tier 1
Prime
Defense Platform
Value Chain
Components
Tier 2
RF Microwave &
Millimeter Wave
Multi-function Module
EW Payload
MALD-J
RF Seeker
Amplifier
Transceiver
Tier 3
Flight Management System
Platform & Mission
Processing
Glass cockpit
F-35
Mission Computer
SIP
SBC Processor
Antenna Array
Radar Processor
Radar
Device
DSP Processor
Sensor
Processing
F-16
Source: RSAdvisors research & analysis
23 © 2016 Mercury Systems, Inc.
Platform and mission systems both have significant electronics
content, which is broken down into seven primary segments
Platform
Management
Mission
Management
Comms EW Radar EO/IR Acoustics
Avionics /
Vetronics
Command & Control /
Battle Management
Dedicated
Communications
Electronic Warfare Radar Electro Optical /
Infrared
Acoustics
Control &
operation
of platform
Processing &
exploitation
of information
Dissemination
of information
Offensive &
defensive
exploitation of
EM spectrum
Use of RF signal
to detect, track,
and ID
Thermographic
camera which
provides video
output
Sound pulses
to determine
object location
Platform
Management
Computer
Platform
Combat Systems
Tactical Data
Link, SATCOM
EA, ECM, EP
SIGINT
AESA, Seeker,
Tracking
FMV, WAMI Sonar
$14.3B
2.1% CAGR
‘15-20
$15.2B
0.6% CAGR
‘15-20
$13.4B
2.3% CAGR
‘15-20
$11.0B
4.4% CAGR
‘15-20
$12.2B
4.0% CAGR
‘15-20
$8.0B
4.0% CAGR
‘15-20
$3.0B
5.4% CAGR
‘15-20
C4I Mission Systems Sensor/EW Mission Systems
Platform
Systems
Mission Systems
C4I / Mission Systems Sensor / EW Mission Systems
D
ef
in
it
io
n
Ex
am
p
le
2
0
1
6
M
ar
ke
t
Si
ze
$
B
Source: RSAdvisors research & analysis
Aerospace & Defense Platform Electronics Content
24 © 2016 Mercury Systems, Inc.
We started out providing Radar processing modules
Platform
Management
Mission
Management
Comms EW Radar EO/IR Acoustics
Avionics /
Vetronics
Command & Control /
Battle Management
Dedicated
Communications
Electronic Warfare Radar Electro Optical /
Infrared
Acoustics
Control &
operation
of platform
Processing &
exploitation
of information
Dissemination
of information
Offensive &
defensive
exploitation of
EM spectrum
Use of RF signal
to detect, track,
and ID
Thermographic
camera which
provides video
output
Sound pulses
to determine
object location
Platform
Management
Computer
Platform
Combat Systems
Tactical Data
Link, SATCOM
EA, ECM, EP
SIGINT
AESA, Seeker,
Tracking
FMV, WAMI Sonar
$14.3B
2.1% CAGR
‘15-20
$15.2B
0.6% CAGR
‘15-20
$13.4B
2.3% CAGR
‘15-20
$11.0B
4.4% CAGR
‘15-20
$12.2B
4.0% CAGR
‘15-20
$8.0B
4.0% CAGR
‘15-20
$3.0B
5.4% CAGR
‘15-20
D
ef
in
it
io
n
Ex
am
p
le
Aerospace & Defense Platform Electronics Content
C4I Mission Systems Sensor/EW Mission Systems
Platform
Systems
Mission Systems
C4I / Mission Systems Sensor / EW Mission Systems
2
0
1
6
M
ar
ke
t
Si
ze
$
B
Source: RSAdvisors research & analysis
25 © 2016 Mercury Systems, Inc.
Through a series of capability-led acquisitions, we successfully
penetrated the EW market and expanded our Radar content
Platform
Management
Mission
Management
Comms EW Radar EO/IR Acoustics
Avionics /
Vetronics
Command & Control /
Battle Management
Dedicated
Communications
Electronic Warfare Radar Electro Optical /
Infrared
Acoustics
Control &
operation
of platform
Processing &
exploitation
of information
Dissemination
of information
Offensive &
defensive
exploitation of
EM spectrum
Use of RF signal
to detect, track,
and ID
Thermographic
camera which
provides video
output
Sound pulses
to determine
object location
Platform
Management
Computer
Platform
Combat Systems
Tactical Data
Link, SATCOM
EA, ECM, EP
SIGINT
AESA, Seeker,
Tracking
FMV, WAMI Sonar
$14.3B
2.1% CAGR
‘15-20
$15.2B
0.6% CAGR
‘15-20
$13.4B
2.3% CAGR
‘15-20
$11.0B
4.4% CAGR
‘15-20
$12.2B
4.0% CAGR
‘15-20
$8.0B
4.0% CAGR
‘15-20
$3.0B
5.4% CAGR
‘15-20
D
ef
in
it
io
n
Ex
am
p
le
Aerospace & Defense Platform Electronics Content
C4I Mission Systems Sensor/EW Mission Systems
Platform
Systems
Mission Systems
C4I / Mission Systems Sensor / EW Mission Systems
2
0
1
6
M
ar
ke
t
Si
ze
$
B
Source: RSAdvisors research & analysis
26 © 2016 Mercury Systems, Inc.
Most recently, we moved into platform management and combat
system processing through our secure rackmount and blade servers
Platform
Management
Mission
Management
Comms EW Radar EO/IR Acoustics
Avionics /
Vetronics
Command & Control /
Battle Management
Dedicated
Communications
Electronic Warfare Radar Electro Optical /
Infrared
Acoustics
Control &
operation
of platform
Processing &
exploitation
of information
Dissemination
of information
Offensive &
defensive
exploitation of
EM spectrum
Use of RF signal
to detect, track,
and ID
Thermographic
camera which
provides video
output
Sound pulses
to determine
object location
Platform
Management
Computer
Platform
Combat Systems
Tactical Data
Link, SATCOM
EA, ECM, EP
SIGINT
AESA, Seeker,
Tracking
FMV, WAMI Sonar
$14.3B
2.1% CAGR
‘15-20
$15.2B
0.6% CAGR
‘15-20
$13.4B
2.3% CAGR
‘15-20
$11.0B
4.4% CAGR
‘15-20
$12.2B
4.0% CAGR
‘15-20
$8.0B
4.0% CAGR
‘15-20
$3.0B
5.4% CAGR
‘15-20
D
ef
in
it
io
n
Ex
am
p
le
C4I Mission Systems Sensor/EW Mission Systems
Platform
Systems
Mission Systems
C4I / Mission Systems Sensor / EW Mission Systems
2
0
1
6
M
ar
ke
t
Si
ze
$
B
Source: RSAdvisors research & analysis
Aerospace & Defense Platform Electronics Content
27 © 2016 Mercury Systems, Inc.
We continue to expand our processing addressable market by moving
into platform management, mission computing and comm’s processing
Platform
Management
Mission
Management
Comms EW Radar EO/IR Acoustics
Avionics /
Vetronics
Command & Control /
Battle Management
Dedicated
Communications
Electronic Warfare Radar Electro Optical /
Infrared
Acoustics
Control &
operation
of platform
Processing &
exploitation
of information
Dissemination
of information
Offensive &
defensive
exploitation of
EM spectrum
Use of RF signal
to detect, track,
and ID
Thermographic
camera which
provides video
output
Sound pulses
to determine
object location
Platform
Management
Computer
Platform
Combat Systems
Tactical Data
Link, SATCOM
EA, ECM, EP
SIGINT
AESA, Seeker,
Tracking
FMV, WAMI Sonar
$14.3B
2.1% CAGR
‘15-20
$15.2B
0.6% CAGR
‘15-20
$13.4B
2.3% CAGR
‘15-20
$11.0B
4.4% CAGR
‘15-20
$12.2B
4.0% CAGR
‘15-20
$8.0B
4.0% CAGR
‘15-20
$3.0B
5.4% CAGR
‘15-20
D
ef
in
it
io
n
Ex
am
p
le
C4I Mission Systems Sensor/EW Mission Systems
Platform
Systems
Mission Systems
C4I / Mission Systems Sensor / EW Mission Systems
2
0
1
6
M
ar
ke
t
Si
ze
$
B
Source: RSAdvisors research & analysis
Aerospace & Defense Platform Electronics Content
28 © 2016 Mercury Systems, Inc.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Market Definition &
Segmentation The global A&D electronics systems market is ~$91B in 2016
US Defense is ~$41B and Commercial Aerospace ~$20B
Transport Jet
Platform Mgmt
$15.1B (4-5%)
U.S. DoD
Platform Mgmt
$8.7B (2-3%)
U.S.
Total:
$40.9B
(2-3%)
U.S. DoD
C4I Mission Systems
$18.1B (1-2%)
RoW Defense
Platform
Mgmt
$4.7B (2-3%)
RoW Defense
C4I Mission Systems
$10.1B (2-3%)
RoW Defense
Sensor/EW
Mission Systems $15.1B (4-5%)
U.S. DoD
Sensor / EW
Mission Systems
$14.1B (3-4%)
Defense Total: $70.8B (2-3%)
RoW
Total:
$29.9B
(3-4%)
Business Jet Platform
Mgmt $4.0B (8-9%)
R/C Platform Mgmt
$0.8B (5-6%)
Commercial Total: $19.9B (5-6%)
Global A&D Electronics Systems: $90.7B in 2016 (5-year CAGR range: 3-4% total)
Sources: Teal Group; RSAdvisors research & analysis
29 © 2016 Mercury Systems, Inc.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Tier 2 Compute: $3.6B (4-5%)
Tier 2 Compute: $2.8B (3-4%)
Tier 2 Compute:
$1.9B (4-5%)
Tier 2 Comp: $1.0B (9-10%)
Tier 2 Compute:
$3.9B (5-6%) Tier 2 Comp’
$1.1B (4-5%) Tier 2 Compute: $1.6B (4-5%)
Tier 2 Compute: $3.8B (5-6%)
Market Definition &
Segmentation The Tier 2 total addressable embedded computing market is $19.7B
Only a fraction of Tier 2 compute content is currently outsourced
Transport Jet
Platform Mgmt
$15.1B (4-5%)
U.S. DoD
Platform Mgmt
$8.7B (2-3%)
U.S.
Total:
$40.9B
(2-3%)
U.S. DoD
C4I Mission Systems
$18.1B (1-2%)
RoW Defense
Platform
Mgmt
$4.7B (2-3%)
RoW Defense
C4I Mission Systems
$10.1B (2-3%)
RoW Defense
Sensor/EW
Mission Systems $15.1B (4-5%)
U.S. DoD
Sensor / EW
Mission Systems
$14.1B (3-4%)
Defense Total: $70.8B (2-3%)
RoW
Total:
$29.9B
(3-4%)
Business Jet Platform
Mgmt $4.0B (8-9%)
R/C Platform Mgmt
$0.8B (5-6%)
Commercial Total: $19.9B (5-6%)
Global A&D Electronics Systems: $90.7B in 2016 (5-year CAGR range: 3-4% total)
Tier 2 Embedded Computing Systems: $19.7B in 2016 (5-year CAGR range: 5-6% total)
Sources: Teal Group; RSAdvisors research & analysis
30 © 2016 Mercury Systems, Inc.
Global A&D Electronics Systems: $90.7B in 2016 (5-year CAGR range: 3-4% total)
Tier 2 Embedded Computing Systems: $19.7B in 2016 (5-year CAGR range: 5-6% total)
Tier 2 RF: $8.6B in 2016 (5-year CAGR range: 4-5% total)
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Tier 2 Compute: $3.6B (4-5%)
Tier 2 Compute: $2.8B (3-4%)
Tier 2 Compute:
$1.9B (4-5%)
Tier 2 Comp: $1.0B (9-10%)
Tier 2 Compute:
$3.9B (5-6%) Tier 2 Comp’
$1.1B (4-5%) Tier 2 Compute: $1.6B (4-5%)
Tier 2 Compute: $3.8B (5-6%)
Tier 2 RF: EW $1.3B (6-7%)
Tier 2 RF: Radar $1.2B (2-3%)
Tier 2 RF: Comm’s $1.4B (2-3%)
Tier 2 RF: EW $1.1B (5-6%)
Tier 2 RF: Radar $1.2B (2-3%)
Tier 2 RF: Comm’s $1.4B (4-5%)
Tier 2 RF: GNC $0.3B (7-8%)
Tier 2 RF: GNC $0.1B (7-8%)
Tier 2 RF: Comm;s $0.15B (5-6%)
Tier 2 RF: Comm’s $0.04B (8-9%)
Market Definition &
Segmentation The Tier 2 RF total addressable market is an additional $8.6B
Only a fraction of the Tier 2 RF content is currently outsourced
Transport Jet
Platform Mgmt
$15.1B (4-5%)
U.S. DoD
Platform Mgmt
$8.7B (2-3%)
U.S.
Total:
$40.9B
(2-3%)
U.S. DoD
C4I Mission Systems
$18.1B (1-2%)
RoW Defense
Platform
Mgmt
$4.7B (2-3%)
RoW Defense
C4I Mission Systems
$10.1B (2-3%)
RoW Defense
Sensor/EW
Mission Systems $15.1B (4-5%)
U.S. DoD
Sensor / EW
Mission Systems
$14.1B (3-4%)
Defense Total: $70.8B (2-3%)
RoW
Total:
$29.9B
(3-4%)
Business Jet Platform
Mgmt $4.0B (8-9%)
R/C Platform Mgmt
$0.8B (5-6%)
Commercial Total: $19.9B (5-6%)
Sources: Teal Group; RSAdvisors research & analysis
31 © 2016 Mercury Systems, Inc.
Mercury’s internal investments and acquisitions have increased our
addressable market 7.5x and opportunity for future growth
Captive outsourcing is our largest secular growth opportunity
0.6 1.9
3.6
12.5
27.9
19.1
8.2
0
5
10
15
20
25
30
35
Historic
Addressable
Market
Mercury
Market
Expansion
Current
Addressable
Market
Mercury's Tier 2 Addressable Market ($B)
Compute RF
US Defense Tier 2
Outsource Est. *
U.S. Defense Tier 2
Compute & RF
Global Tier 2
Compute & RF
Compute
19.7
RF
8.2
Comm'l
Aerospace
5.1
U.S.
Defense
12.5
RoW
Defense
10.3
Sensor/EW
Mission
Systems
12.2
C4I Mission
Systems
7.2
Platform
Mgmt
3.4
Transport
Jet
4.1
Business Jet
1.0
Sources: RSAdvisors research & analysis; * Mercury Systems
US Defense
Outsource Est. *
$1.9
Global Tier 2 excl. US
Defense Outsource
$26.0
32 © 2016 Mercury Systems, Inc.
• Fill capability gaps: mission computing, safety-critical platform management
• Become leading provider of secure and safety-critical processing subsystems
• Performance, security and safety in demand from our strategic accounts
• Disintermediate product competitors facilitating greater Prime outsourcing
• Substantial expansion in Tier 2 compute addressable market
• Capture additional program content by leveraging existing sales channel
• Facilitates continued organic and acquisition-related growth
Strategic rationale for CES acquisition
Highly aligned with our existing strategy and business
33 © 2016 Mercury Systems, Inc.
We continue to execute on a focused M&A strategy
Strong Strategic
Rationale
Expands
Addressable
Market
Revenue & Cost
Synergies
Accretive in
Short Term
Learn
Market
Add
Capabilities
Scale
Business
Leverage
Channel
Disciplined
Approach to M&A
* Represents carve-out acquisition from Microsemi Corp.
*
34 © 2016 Mercury Systems, Inc.
Strategy and investments have positioned Mercury well
• Pioneering a next-generation defense electronics business model
• Unique technology and capabilities on key production programs
• Substantial total addressable market expansion enabling future growth
• Low-risk content expansion growth strategy with demonstrable progress
• Largest secular growth opportunity captive Prime outsourcing
• Above industry-average growth; dramatic improvement in profitability
• Business platform built to grow and scale through future acquisitions
35 © 2016 Mercury Systems, Inc. © 2016 Mercury Systems, Inc.
Agenda
• Strategy & Business Update
• Growth Strategy at Work
– Didier Thibaud
Executive Vice President & COO
• Financial Update
• Q&A
36 © 2016 Mercury Systems, Inc.
Growth strategy driving program content and market expansion
Platform
Management
Mission
Management
Comms EW Radar EO/IR Acoustics
Avionics /
Vetronics
Command & Control /
Battle Management
Dedicated
Communications
Electronic Warfare Radar Electro Optical /
Infrared
Acoustics
Control &
operation
of platform
Processing &
exploitation
of information
Dissemination
of information
Offensive &
defensive
exploitation of
EM spectrum
Use of RF signal
to detect, track,
and ID
Thermographic
camera which
provides video
output
Sound pulses
to determine
object location
Platform
Management
Computer
Platform
Combat Systems
Tactical Data
Link, SATCOM
EA, ECM, EP
SIGINT
AESA, Seeker,
Tracking
FMV, WAMI Sonar
Tanker
Aegis
P-8
Reaper
Triton
NMT
FAB-T
SEWIP B2, B3
SSEE
DEWS, AIDEWS
SIRFC
F-16 SABR
LRDR
Patriot RDP
SDB-II
Gorgon Stare
C4I Mission Systems Sensor/EW Mission Systems
Platform
Systems
Mission Systems
C4I / Mission Systems Sensor / EW Mission Systems
D
ef
in
it
io
n
Ex
am
p
le
P
rog
ra
m
s
Aerospace & Defense Platform Electronics Content
Source: RSAdvisors research & analysis
37 © 2016 Mercury Systems, Inc.
Radar potential program value from $238M to $683M
Naval surface fleet growth strategy in action
Aegis ballistic missile defense Radar
• Radar:
– Aegis FMS
– Aegis processing refresh
– Aegis RF content expansion
RADAR
PROCESSING
AIR TRAFFIC
CONTROL
BALLISTIC
MISSILE DEFENSE
MRCY Designed In
38 © 2016 Mercury Systems, Inc.
EW expansion driving potential growth from $370M to $579M
Naval surface fleet growth strategy in action
Domestic fleet electronic warfare and signal intelligence upgrades
• Radar:
– Aegis FMS
– Aegis processing refresh
– Aegis RF content expansion
• Electronic warfare (EW):
– SEWIP Block 2
– SEWIP LIMA
– SEWIP Block 3
• Signals intelligence:
– SSEE Naval SIGINT
RADAR
PROCESSING
AIR TRAFFIC
CONTROL
BALLISTIC
MISSILE DEFENSE
ELECTRONIC
ATTACK
ELECTRONIC
PROTECTION
ELECTRONIC
COUNTERMEASURES
SIGINT
MRCY Designed In
39 © 2016 Mercury Systems, Inc.
Total potential Naval surface fleet value from $627M to $1.3B
Naval surface fleet growth strategy in action
Navy Multiband Terminal (NMT) expansion into satellite communications and IFF
• Radar:
– Aegis FMS
– Aegis processing refresh
– Aegis RF content expansion
• Electronic warfare (EW):
– SEWIP Block 2
– SEWIP LIMA
– SEWIP Block 3
• Signals intelligence:
– SSEE Naval SIGINT
• Mission systems:
– Navy Multiband Terminal
– IFF interrogators
RADAR
PROCESSING
AIR TRAFFIC
CONTROL
BALLISTIC
MISSILE DEFENSE
ELECTRONIC
ATTACK
ELECTRONIC
PROTECTION
ELECTRONIC
COUNTERMEASURES
SIGINT
SAT-COM
IFF
MRCY Designed In
40 © 2016 Mercury Systems, Inc.
Future growth opportunities in both processing and RF expansion
Naval surface fleet growth strategy in action
Future market and content expansion in mission computing and platform management
• Radar:
– Aegis FMS
– Aegis processing refresh
– Aegis RF content expansion
• Electronic warfare (EW):
– SEWIP Block 2
– SEWIP LIMA
– SEWIP Block 3
• Signals intelligence:
– SSEE Naval SIGINT
• Mission systems:
– Navy Multiband Terminal
– IFF
– Battle management
– Mission computing
• Platform management
RADAR
PROCESSING
AIR TRAFFIC
CONTROL
BALLISTIC
MISSILE DEFENSE
MISSION
COMPUTING
ELECTRONIC
ATTACK
ELECTRONIC
PROTECTION
ELECTRONIC
COUNTERMEASURES
SIGINT
SAT-COM
TURRET
& FC
RADIO COM
BATTLE
MANAGEMENT
NETWORK STORAGE
IFF
Future Expansion MRCY Designed In
41 © 2016 Mercury Systems, Inc.
Strategic account focus driving content expansion
Missile defense growth strategy in action
Patriot ground mobile missile defense
• Ground mobile Radar
– Patriot missile defense Radar
processing
• Platform management
– Patriot fire control
RADAR
PROCESSING
MRCY Designed In
42 © 2016 Mercury Systems, Inc.
Ground missile defense driving potential growth $82M to $299M
Missile defense growth strategy in action
Aegis Ashore; Long Range Discrimination Radar (LRDR) fixed ballistic missile defense
• Ground mobile Radar
– Patriot missile defense Radar
processing
• Platform management
– Patriot fire control
• Ground fixed Radar
– Aegis Ashore ballistic missile
defense Radar processing
– LRDR processing RADAR PROCESSING
MRCY Designed In
43 © 2016 Mercury Systems, Inc.
M&A should drive additional content expansion opportunities
Missile defense growth strategy in action
Recent acquisitions expand addressable market
• Ground mobile Radar
– Patriot missile defense Radar
processing
• Platform management
– Patriot fire control
• Ground fixed Radar
– Aegis Ashore ballistic missile
defense Radar processing
– LRDR processing
– RF antenna content expansion
• Mission systems and
platform management
expansion
BATTLE
MANAGEMENT
RADAR
PROCESSING
MISSION
COMPUTING
ANTENNA COMMS
C2
Future Expansion MRCY Designed In
44 © 2016 Mercury Systems, Inc.
Airborne Radar programs driving value from $409M to $970M
Manned airborne growth strategy in action
Leadership in Radar processing
• Radar processing:
– F-16, F-22, F-35, B1, P-8, E2-D
AIRBORNE
SURVEILLANCE
RADAR
PROCESSING
MRCY Designed In
45 © 2016 Mercury Systems, Inc.
EW driving additional value from $188M to $424M
Manned airborne growth strategy in action
Expansion into electronic warfare applications
• Radar processing:
– F-16, F-22, F-35, B1, P-8, E2-D
• Electronic warfare:
– Fighter: DEWS, AIDEWS
– Helicopter: SIRFC
– Widebody: AWACS
– Pod: Filthy Badger & Buzzard
AIRBORNE
SURVEILLANCE
RADAR
PROCESSING
ELECTRONIC
ATTACK
ELECTRONIC
PROTECTION
ELECTRONIC
COUNTERMEASURES
MRCY Designed In
46 © 2016 Mercury Systems, Inc.
Mission computing expected to drive additional growth
Manned airborne growth strategy in action
M&A-driven content expansion in mission computing and platform management
• Radar processing:
– F-16, F-22, F-35, B1, P-8, E2-D
• Electronic warfare:
– Fighter: DEWS, AIDEWS
– Helicopter: SIRFC
– Widebody: AWACS
– Pod: Filthy Badger & Buzzard
• Platform management
– KC-46
• Mission systems
– SatCom pod
SAT-COM
NETWORK
STORAGE
AIRBORNE
SURVEILLANCE
RADAR
PROCESSING
ELECTRONIC
ATTACK
ELECTRONIC
PROTECTION
ELECTRONIC
COUNTERMEASURES
MRCY Designed In
47 © 2016 Mercury Systems, Inc.
Market expansion opening new opportunities for growth
Manned airborne growth strategy in action
Future market and content expansion in mission computing and platform management
• Radar processing:
– F-16, F-22, F-35, B1, P-8, E2-D
• Electronic warfare:
– Fighter: DEWS, AIDEWS
– Helicopter: SIRFC
– Widebody: AWACS
– Pod: Filthy Badger & Buzzard
• Platform management
– KC-46
• Mission systems
– SatCom pod
• Mission systems & platform
management expansion
SAT-COM
BATTLE
MANAGEMENT
NETWORK
STORAGE
FLIGHT
CONTROL
DISPLAY AIRBORNE
SURVEILLANCE
MISSION
COMPUTING
RADAR
PROCESSING
RADIO COM SIGINT
ELECTRONIC
ATTACK
ELECTRONIC
PROTECTION
ELECTRONIC
COUNTERMEASURES
Future Expansion MRCY Designed In
48 © 2016 Mercury Systems, Inc.
Radar, EO/IR programs value from $116M to $171M
Unmanned airborne growth strategy in action
Leadership in Radar and WAMI processing
• Radar processing
– Predator, Reaper,
Global Hawk, Triton
• Wide Area Motion Imagery
– Gorgon Stare WAMI RADAR
PROCESSING
WAMI
MRCY Designed In
49 © 2016 Mercury Systems, Inc.
Entering communications market will drive additional growth
Unmanned airborne growth strategy in action
Recent acquisitions added communications processing
• Radar processing
– Predator, Reaper,
Global Hawk, Triton
• Wide Area Motion Imagery
– Gorgon Stare WAMI
• Mission systems
– Communications
GROUND STATION
RADAR
PROCESSING
WAMI
SAT-COM
MRCY Designed In
50 © 2016 Mercury Systems, Inc.
New M&A opening broad range of opportunities
Unmanned airborne growth strategy in action
Recent and past acquisitions provide opportunities for future expansion
• Radar processing
– Predator, Reaper,
Global Hawk, Triton
• Wide Area Motion Imagery
– Gorgon Stare WAMI
• Mission systems
– Communications
– Mission computing
– Networking
• Electronic warfare
– SIGINT
– EA/EP/ECM
• Platform management
– Flight controls
– Storage systems
NETWORK
GROUND SURVEILLANCE
MISSION
COMPUTING
RADAR
PROCESSING
RADIO COM
SIGINT
ELECTRONIC
ATTACK
ELECTRONIC
PROTECTION
ELECTRONIC
COUNTERMEASURES
AIRBORNE
SURVEILLANCE
FMV
WAMI
STORAGE FLIGHT
CONTROL
GROUND STATION
SAT-COM
Future Expansion MRCY Designed In
51 © 2016 Mercury Systems, Inc.
Market expansion driving growth from $191M to $417M
Market expansion to smart munitions
• PGK – Precision Guidance
Kit for large caliber
traditional munitions
• Paveway – Laser guided
bomb
• SDB II – Next-generation
Small Diameter Bomb
• MALD – Miniature Air
Launched Decoy MISSION
COMPUTING
NAVIGATION
SEEKER
JAMMER
MRCY Designed In
52 © 2016 Mercury Systems, Inc.
• Designed in on well-funded, long-standing programs of record
• Aligned with DoD strategy and in growing areas of the budget
• Leveraging long-standing relationships with key strategic accounts
• Driving content and market expansion through acquisitions
• Technologies and product portfolio enabling growth
Market & content expansion strategy driving growth
53 © 2016 Mercury Systems, Inc. © 2016 Mercury Systems, Inc.
Agenda
• Strategy & Business Update
• Growth Strategy at Work
• Financial Update
– Gerry Haines
Executive Vice President & CFO
• Q&A
54 © 2016 Mercury Systems, Inc.
…creating an opportunity for growth and strong returns
We are pioneering a next-generation business model…
• Start with commercially
available technology
• Internal R&D funds the
development of modular,
reusable, open innovations
• Pre-integration improves
affordability, time to market
• Rapid customization and
adaptation to platform
• Mature technologies and
manufacturing lower cost
and reduce risk
• Support rapidly changing
commercial technology for
a decade or more
Fund
Develop
Integrate Mature
Support
Adapt
Commercially
Adapted
Technologies
55 © 2016 Mercury Systems, Inc.
Mercury’s position is very strong…
…with growth and profitability outpacing industry averages
•Budget deal yielded first increases
in 5 years
•Targeted market segments remain
strong
• Franchise programs moving into
full-rate production
•Next-gen programs being awarded
•Budget growth creates new
opportunities
The defense environment has
improved since FY13
•Acquired capabilities drive content
and market expansion
•Improved cost structure yields
continued operating leverage
•Adding content on long-standing,
well-funded franchise programs
• Backlog has more than doubled
since FY13
•FY17 forecast based on strong
programs
Strategic and financial actions
positioned us well
56 © 2016 Mercury Systems, Inc.
• Acquired businesses brought wide array of new programs & capabilities
• Content expansion drives outsized growth in existing programs
• New design wins have expanded the program portfolio
• Result is expanded, diversified, growing base of programs and content
• Broader portfolio yields lower program risk
Mercury has broadened its base…
…through strategic acquisitions and investment
57 © 2016 Mercury Systems, Inc.
…which in turn is driving strong actual results
Acquisitions and investments driving significant opportunity growth…
• Low-risk content expansion
growth strategy
• Key production programs
• Total potential value grew
2.4x to $3.8B in 4 years
• Converted 1.1x of possible
to probable value in 3 years
• After 4 years, RF now
represents ~50% of
opportunity pipeline
• Opportunities driven by
Radar (58%) and EW (33%)
Note: Refer to Appendix for definitions of “Probable” and “Possible”.
Probable and Possible values are as of the beginning of the referenced fiscal year. Numbers are rounded.
1,770
1,593
2,030
1,074
1,133
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
FY13 FY13-FY17 Increase FY17
Top 30 Programs Estimated Lifetime Value ($M)
Compute RF
3,800
Probable
Possible
Possible
2,207
58 © 2016 Mercury Systems, Inc.
Organic and acquisition growth strategy is working well
• Greater program diversity
today than in FY13
• 4 continuing programs
growing >2.5x since FY13
• 6 other programs comprise
40% of FY17E top 10 revenue
Note: *Estimated FY17 amounts are based on the Company’s full year guidance included in its most recent earnings release.
38
166
0
50
100
150
200
250
300
350
400
FY13 Growth FY17E*
Revenue Growth FY13-FY17E ($M)
Top 10
Programs
Top 30
Programs
128
6
Programs
4 Program
Growth
4 Programs
59 © 2016 Mercury Systems, Inc.
Organic and acquisition growth strategy is working well
• Greater program diversity
today than in FY13
• 4 continuing programs
growing >2.5x since FY13
• 6 other programs comprise
40% of FY17E top 10 revenue
• Grown, added and acquired
future top programs
• 16 other programs comprise
42% of FY17E top 30 revenue
14
Programs
Note: *Estimated FY17 amounts are based on the Company’s full year guidance included in its most recent earnings release.
75
0
50
100
150
200
250
300
350
400
FY13 Growth FY17E*
Revenue Growth FY13-FY17E ($M)
243
Top 30
Programs
168
Top 30
Programs
16
Programs
14
Programs
14 Program
Growth
60 © 2016 Mercury Systems, Inc.
Organic and acquisition growth strategy is working well
14
Programs
• Greater program diversity
today than in FY13
• 4 continuing programs
growing >2.5x since FY13
• 6 other programs comprise
40% of FY17E top 10 revenue
• Grown, added and acquired
future top programs
• 16 other programs comprise
42% of FY17E top 30 revenue
• Acquisitions and organic
growth driving dramatic
FY17 revenue increase
• Size, breadth and diversity
of programs have increased
194
All Other
Programs
All Other
Programs
0
50
100
150
200
250
300
350
400
FY13 Growth FY17E
Revenue Growth FY13-FY17E ($M)
370 - 380 181
Top 30
Programs
14
Programs
Acquired(1)
Combined
Program
Growth(1)
(2)
Note: (1) Acquired represents approximately $100 million of pro forma FY16 revenue from acquisition completed May 2, 2016.
Combined Program Growth includes expected increases in both acquired and organic program revenue.
(2) Estimated FY17 amounts are based on the Company’s full year guidance included in its most recent earnings release.
CAGR is based on the mid-point of FY17 guidance range.
61 © 2016 Mercury Systems, Inc.
Strong revenue growth and operating leverage…
…yielded dramatic growth in adjusted EBITDA
Notes:
(1) Fiscal years ended June 30; FY13-16 figures are as reported in the Company’s Form 10-Ks.
(2) Estimate based upon guidance from the Company’s most recent earnings release. CAGR assumes revenue at the mid-point of the range.
(3) LTM figures are based on the trailing four fiscal quarters using information reported in the Company’s Form 10-Ks and Form 10-Qs.
194
209
235
270
370 - 380
239
299
5%
$9.9M
11%
$23.5M
19%
$44.4M
21%
$57.3M 20%
$48.3M
21%
$63.7M
22%-23%
$83M-$87M
0%
10%
20%
30%
40%
0
50
100
150
200
250
300
350
400
FY13 FY14 FY15 FY16 FY17E⁽²⁾ LTM Q1
FY16
LTM Q1
FY17
Revenue to Adjusted EBITDA trends
Mercury Revenue ($M) Mercury Adj EBITDA (%, $M)
62 © 2016 Mercury Systems, Inc.
Double digit revenue growth was accompanied by...
…gross margin improvement and operating expense leverage
Notes:
• FY13-16 figures are as reported in the Company’s Form 10-Ks and Form 10-Qs, except as noted below.
• The first three quarters of FY16 were subsequently adjusted for the reclassification of sustaining engineering expenses from Cost of Revenues to Research and Development.
The impacts were $0.8M, $1.2M and $0.9M for the 1st quarter, 2nd quarter and 3rd quarter of fiscal 2016, respectively.
• LTM figures are based on the trailing four fiscal quarters using information reported in the Company’s Form 10-Ks and Form 10-Qs, except as noted above.
46 46
50 52 51 51
53 54 54
57
60
64
58 60
66
85 88
239
299
42%
36%
42%
41%
43%
48%
46% 46%
44%
47% 47%
49% 48% 49% 48%
45% 45%
48% 46%
67%
52%
46%
48%
50% 51%
48%
46%
43%
41%
37% 36%
43%
39% 37%
36%
41%
39%
38%
20%
30%
40%
50%
60%
70%
80%
90%
100%
0
20
40
60
80
100
Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316 Q416 Q117 LTM Q1
FY16
LTM Q1
FY17
Revenue GM% Opex %
R
ev
en
u
e
($
M
)
GM
/ O
p
ex (%
)
63 © 2016 Mercury Systems, Inc.
FY13-FY16 Adjusted EBITDA CAGR of 79%
1.2 0.6
4.7
3.5 3.3
5.2
7.8 7.2
8.0
10.7
11.5
14.2
11.8
12.6
14.6
18.3
18.2
48.3
63.7
3% 1%
9%
7% 7%
10%
15%
13%
15%
19%
19%
22% 20%
21%
22%
21% 21%
20%
21%
0%
5%
10%
15%
20%
25%
0
5
10
15
20
Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316 Q416 Q117 LTM Q1
FY16
LTM Q1
FY17
Adj EBITDA $M Adj. EBITDA Margin (%)
Notes:
• FY13-16 figures are as reported in the Company’s Form 10-Ks and Form 10-Qs.
• Adjusted EBITDA is income from continuing operations before interest income and expense, income taxes, depreciation, amortization of intangible assets, restructuring and other charges, impairment
of long-lived assets, acquisition and financing costs, fair value adjustments from purchase accounting, litigation and settlement income and expense, and stock-based compensation expense.
• LTM figures are based on the trailing four fiscal quarters using information reported in the Company’s Form 10-Ks and Form 10-Qs.
64 © 2016 Mercury Systems, Inc.
FY13-FY16 backlog CAGR of 28%...
…yielded record backlog and revenue coverage exiting FY16
Notes:
(1) Revenue Coverage Ratio = 12-month ending backlog/Next 12 months Revenue (or initial revenue estimate for current/future year).
(2) Estimate based upon guidance from the Company’s most recent earnings release.
109 144
166
239 247
136
174
208
288 296
0
50
100
150
200
250
300
FY13 FY14 FY15 FY16 Q1 FY17
Mercury Ending Backlog ($M)
12-Month Ending Backlog Total Ending Backlog
52%
61%
Fwd Revenue Coverage Ratio⁽¹⁾
62%
63% - 65%
Estimate(2)
65 © 2016 Mercury Systems, Inc.
Strong performance in FY16
15% revenue and 29% adjusted EBITDA growth YoY
In millions, except percentage and per share data FY15⁽¹⁾ FY16⁽²⁾ Change
Backlog $208 $288 38%
Revenue $235 $270 15%
Gross Margin(²) 47% 47% -
Operating Expenses(²) $91.9 $103.6 12.7%
Adjusted OpEx (% of revenue)(3) 38% 36% (2) pts
GAAP Income(4) $14.4 $19.7 37%
GAAP EPS $0.44 $0.56 27%
Adjusted EPS(5) $0.82 $0.96 17%
Adj. EBITDA(5) $44.4 $57.3 29%
Notes:
(1) FY15 and FY16 figures are as reported in the Company’s Form 10-Ks, except as noted below.
(2) FY16 was adjusted for the subsequent reclassification of $2.9M of sustaining engineering expenses from Cost of Revenues to Research and Development.
(3) Excludes $3.3M of restructuring and acquisition costs and other related expenses from GAAP operating expenses in FY15 and $5.2M in FY16.
(4) GAAP income from continuing operations.
(5) Non-GAAP, see reconciliation table.
66 © 2016 Mercury Systems, Inc.
Q1 FY17 vs. Q1 FY16
Q1 FY16 adjusted for applicable GAAP accounting changes (stock-based comp.)
In millions, except percentage and per share data Q1FY16 Q1FY17 Change
Revenue $58 $88 52%
Gross Margin(1) 48% 45%(2) (3)pt
Operating Expenses(1) $25.2 $35.7 42%
GAAP Income(3) $2.9 $3.8 31%
GAAP EPS(3) $0.08 $0.10 25%
Adjusted EPS(4) $0.19 $0.22 16%
Adj. EBITDA(4) $11.8 $18.2 54%
Notes:
(1) Q1FY16 figures are as reported in the Company’s Form 10-Q and were adjusted for the reclassification of $0.8M of sustaining engineering expenses from Cost of Revenues to Research and Development.
(2) Includes $2.1 million negative impact of inventory valuation step-up from purchase accounting.
(3) GAAP income from continuing operations. Q1FY16 figure is as reported in the Company’s Form 10-Q and was adjusted for the adoption of FASB ASU 2016-09, Improvements to Employee Share-Based
Payment Accounting. The tax benefit (provision) was $0.9M, $0.9M and $0.02 for GAAP income from continuing operations, tax provision (benefit) and GAAP EPS, respectively.
(4) Non-GAAP, see reconciliation table.
67 © 2016 Mercury Systems, Inc.
Q2 FY17 guidance vs. Q2 FY16 actual
In millions, except percentage and per share data Q2FY16 Q2FY17⁽¹⁾ Change
Revenue $60 $91.0 - $95.0 51% - 57%
Gross Margin(2) 49% 46% - 47%(3) (3)pt - (2)pt
Operating Expenses(2) $23.4 $36 - $37 54% - 58%
GAAP Income(4) $5.0 $2.7 - $4.5 (46%) - (11%)
GAAP EPS(4) $0.15 $0.07 - $0.11 (53%) - (27%)
Adjusted EPS(5) $0.23 $0.22 - $0.27 (4%) - 17%
Adj. EBITDA(5) $12.6 $18.1 - $20.9 44% - 66%
Notes:
(1) The guidance included herein is from the Company’s most recent earnings release and is as of the date of that release. Excludes the impact of the Company’s recently announced definitive purchase
agreement for the acquisition of CES Creative Electronic Systems SA. The Company is neither reconfirming such guidance as of the date of this presentation nor assuming any obligations to update or revise
such guidance. For purposes of modeling and guidance, we have assumed no restructuring, acquisition or financing-related expenses and an effective tax rate of approximately 35% in the period discussed.
(2) Q2FY16 figures are as reported in the Company’s Form 10-Q and were adjusted for the reclassification of $1.2M of sustaining engineering expenses from Cost of Revenues to Research and Development.
(3) Includes $0.7 million negative impact of inventory valuation step-up from purchase accounting.
(4) Q2FY16 figure is as reported in the Company’s Form 10-Q and was adjusted for the adoption of FASB ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. The tax benefit (provision)
was $0.2M, $0.2M and $0.01 for GAAP income from continuing operations, tax provision (benefit) and GAAP EPS, respectively.
(5) Non-GAAP, see reconciliation table.
68 © 2016 Mercury Systems, Inc.
FY17 annual guidance
In millions, except percentage and per share data FY16(1) FY17(2) Change
Revenue $270 $370 - $380 37% - 41%
GAAP Income(3) $19.7 $19.8 - $22.4 0% - 14%
GAAP EPS $0.56 $0.50 - $0.56 (12%) - 0%
Adjusted EPS(4) $0.96 $1.03 - $1.09 7% - 14%
Adj. EBITDA(4) $57.3 $83.0 - $87.0 45% - 52%
Notes:
(1) FY16 figures are as reported in the Company’s Form 10-K.
(2) The guidance included herein is from the Company’s most recent earnings release and is as of the date of that release. Excludes the impact of the Company’s recently announced definitive
purchase agreement for the acquisition of CES Creative Electronic Systems SA. The Company is neither reconfirming such guidance as of the date of this presentation nor assuming any
obligations to update or revise such guidance. For purposes of modeling and guidance, we have assumed no restructuring, acquisition or financing-related expenses and an effective tax rate
of approximately 35% in the period discussed.
(3) GAAP income from continuing operations.
(4) Non-GAAP, see reconciliation table.
69 © 2016 Mercury Systems, Inc.
New target business model beginning FY17
Notes:
(1) FY15 figures are as reported in the Company’s Form 10-K , except as noted below in footnote 3.
(2) The guidance included herein is from the Company’s most recent earnings release and is as of the date of that release. Excludes the impact of the Company’s recently announced
definitive purchase agreement for the acquisition of CES Creative Electronic Systems SA. The Company is neither reconfirming such guidance as of the date of this presentation nor
assuming any obligations to update or revise such guidance. For purposes of modeling and guidance, we have assumed no restructuring, acquisition or financing-related expenses and
an effective tax rate of approximately 35% in the period discussed.
(3) FY16 was adjusted for the subsequent reclassification of $2.9M of sustaining engineering expenses from Cost of Revenues to Research and Development.
(4) GAAP income from continuing operations.
(5) Non-GAAP, see reconciliation table.
FY15⁽¹⁾ FY16⁽¹⁾ FY17(2)
Revenue 100% 100% 100% 100%
Gross Margin(3) 47% 47% 45% - 50%
SG&A 21% 20% 16% - 18%
R&D(3) 14% 13% 11% - 13%
Amortization 3% 3% ~5% 4% - 5%
GAAP Income(4) 6% 7% 5% - 6% NA
Adj. EBITDA(5) 19% 21% 22% - 23% 22% - 26%
New Target
Business
Model
70 © 2016 Mercury Systems, Inc.
Guidance: Strong performance track record
Q1 Q2 Q3 Q4
Reported Guidance Reported Guidance Reported Guidance Reported Guidance
2013
Revenue
($M)
49.4 51.0 - 57.0 49.8 43.0 - 49.0 54.1 44.0 - 50.0 55.4 48.0 - 54.0
EPS ($) (0.24) (0.05) - 0.00 (0.16) (0.24) - (0.17) $0.03 (0.08) - (0.02) (0.07) (0.13) - (0.07)
2014
Revenue
($M)
53.9 48.0 - 54.0 53.1 48.0 - 54.0 55.5 50.0 - 56.0 53.7 52.0 - 56.0
EPS ($) (0.07) (0.14) - (0.08) (0.03) (0.12) - (0.06) (0.02) (0.15) - (0.09) (0.02) (0.10) - (0.04)
2015
Revenue
($M)
54.1 50.0 - 55.0 57.1 54.0 - 58.0 59.6 56.0 - 60.0 64.1 62.0 - 64.0
EPS ($) 0.02 (0.06) - (0.01) 0.09 0.01 - 0.05 0.14 0.10 - 0.14 0.18 0.10 - 0.13
2016
Revenue
($M)
58.4 54.0 - 59.0 60.4 58.0 - 61.0 65.9 63.0 - 67.0 85.4 65.5 - 68.5
EPS ($) 0.08⁽¹⁾ 0.05 - 0.08 0.23⁽²⁾ 0.15 - 0.18⁽²⁾ 0.25 0.19 - 0.22 0.29 0.20 - 0.22
2017
Revenue
($M)
87.6 82.0 - 87.0 91.0 - 95.0⁽3⁾
EPS ($) 0.22 0.19 - 0.23 0.22 - 0.27⁽3⁾
Notes:
(1) Q1FY16 was adjusted for the adoption of FASB ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. The tax benefit (provision) was $0.9M, $0.9M and $0.02 for GAAP income from
continuing operations, tax provision (benefit) and GAAP EPS, respectively.
(2) In Q2 FY16, the company changed the guidance from GAAP EPS to Adjusted EPS.
(3) The guidance included herein is from the Company’s most recent earnings release and is as of the date of that release. Excludes the impact of the Company’s recently announced definitive purchase
agreement for the acquisition of CES Creative Electronic Systems SA. The Company is neither reconfirming such guidance as of the date of this presentation nor assuming any obligations to update or revise
such guidance. For purposes of modeling and guidance, we have assumed no restructuring, acquisition or financing-related expenses and an effective tax rate of approximately 35% in the period discussed.
71 © 2016 Mercury Systems, Inc.
Conservative balance sheet
Ample liquidity, unused $100M credit facility, $400M Universal Shelf capacity
Notes:
(1) Does not reflect use of approximately $40 million in connection with acquisition of CES completed in Q2 of fiscal 2017.
(2) $200 Term Loan A facility entered into on May 2, 2016 in connection with closing of Microsemi carve-out acquisition.
FY15 FY16 Q1 FY17
(In millions) Actual Actual Actual
ASSETS
Cash & cash equivalents 77.6 81.7 77.3⁽¹⁾
Accounts receivable, net 53.8 95.9 85.7
Inventory, net 32.0 58.3 58.4
PP&E, net 13.2 28.3 31.4
Goodwill and intangibles, net 186.1 460.7 456.6
Other 24.2 11.6 12.7
TOTAL ASSETS 386.9 736.5 722.1
LIABILITIES AND S/E
AP and other liabilities 36.8 71.2 57.4
Debt 0.0 192.3⁽
2⁾ 190.2⁽
2⁾
Total liabilities 36.8 263.5 247.6
Stockholders' equity 350.1 473.0 474.5
TOTAL LIABILITIES AND S/E 386.9 736.5 722.1
72 © 2016 Mercury Systems, Inc.
CES transaction overview
Acquired Creative Electronic Systems (“CES”)
Privately-owned, defense-oriented, mission computing business
Provides key capabilities in large, highly complementary growth markets
Strong in mission computing, safety-critical avionics, and platform management
Expected to be accretive to FY17 adjusted EBITDA and adjusted EPS
Adjusted EBITDA margin expected to align with target model in FY18 as synergies are realized
Substantial cost synergies anticipated as a percentage of acquired EBITDA
Positive impact of run-rate synergies expected to be fully realized by end of fiscal 2018
Tuck-in transaction consistent with Mercury's market expansion strategy
~$38 million purchase price; ~$23 million in revenue for 12 months ended September 30, 2016
73 © 2016 Mercury Systems, Inc.
• Improved defense environment, fast-moving streams enhance opportunities
• Acquisitions have transformed top and bottom lines
• Broader base of larger, more diversified programs
• Record backlog enhances forward visibility, facilitates operational execution
• Sustained growth & profitability, above industry-averages
• Strong financial position supports organic growth and future M&A
Poised for continued, profitable growth
© 2016 Mercury Systems, Inc.
Appendix
75 © 2016 Mercury Systems, Inc.
Management team
Since 2007, Mercury management has successfully grown the Company’s defense business, returned the Company to profitability,
acquired and integrated several companies, and positioned Mercury as a leading pure-play defense electronics company.
Demonstrated track record of double-digit defense revenue growth and improved profitability
• Mark joined Mercury in 2007 as President and CEO
• In-depth experience that spans the technology industry, across a variety of markets including
telecommunications, data networking, security, defense and life sciences
• Prior to joining Mercury, Mark was President and Chief Executive Officer of Enterasys Networks and held
various positions with Marconi plc and its affiliated companies
Mark Aslett
President, Chief Executive
Officer and Director
• Didier joined Mercury in 1995 and serves as EVP and COO. Prior positions include President of MCE, as well
as managing the Company’s Advanced Computing Solutions group and heading international subsidiaries
• Before joining Mercury, Didier was Technical Director and Account Manager for Horizon Technologies,
where he specialized in the development of Services and System Integrations for European Defense and
Commercial businesses
Didier Thibaud
Executive Vice President,
Chief Operating Officer
• Gerry joined Mercury in 2010 and is responsible for Mercury’s financial and treasury functions, as well as the
Company’s security program and compliance and risk management functions
• Executive experience spanning defense, high-tech, biotech, alternative energy and manufacturing
• Prior to joining Mercury, Gerry was Executive Vice President at Verenium Corporation and held various
positions with Enterasys Networks, Cabletron Systems, and Applied Extrusion Technologies
Gerry Haines
Executive Vice President,
Chief Financial Officer
and Treasurer
• Michael is responsible for Mercury’s corporate development activities, including strategy, planning and
mergers and acquisitions
• Fifteen years of investment banking experience spanning mergers and acquisitions, capital formation,
strategy development and execution in aerospace and defense markets
• Prior to joining Mercury, Michael was Co-Founder and Managing Partner of RSPartners, LLC and has held
various positions with UBS Securities, Lehman Brothers and Lazard
Michael Ruppert
Senior Vice President,
Strategy and Corporate
Development
• Chris joined Mercury in 2016 and is responsible for the direction and management of Mercury's legal affairs,
including support for mergers and acquisitions and corporate finance transactions
• More than 30 years’ experience providing strategic oversight of legal and regulatory matters, managing
major acquisition transactions and serving as a key advisor in rapidly growing business environments
• Prior to joining Mercury, Chris has served as Vice President, General Counsel, and Secretary of Aerojet
Rocketdyne Holdings, Inc., and Senior Vice President and General Counsel at L-3 Communications Corp
Chris Cambria
Senior Vice President,
General Counsel and
Secretary
76 © 2016 Mercury Systems, Inc.
Q2 FY17 guidance (as of October 25th)
Notes:
(1) The guidance included herein is from the Company’s most recent earnings release and is as of the date of that release. Excludes the impact of the Company’s
recently announced definitive purchase agreement for the acquisition of CES Creative Electronic Systems SA. The Company is neither reconfirming such guidance
as of the date of this presentation nor assuming any obligations to update or revise such guidance. For purposes of modeling and guidance, we have assumed no
restructuring, acquisition or financing-related expenses and an effective tax rate of approximately 35% in the period discussed.
(2) Q2FY16 was adjusted for the adoption of FASB ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. The tax benefit (provision) was
$0.2M, $0.2M and $0.01 for GAAP income from continuing operations, tax provision (benefit) and GAAP EPS, respectively.
(3) Non-GAAP.
In millions, except percentage and per share data Q2 FY16 Q2 FY17(1)
YoY
Change
Actual Est. Range
Revenue $60 $91 - $95 51% - 57%
GAAP Income from continuing operations(2) $5.0 $2.7 - $4.5 (46%) - (11%)
Adj. EBITDA(3) $12.6 $18.1 - $20.9 44% - 66%
Adj EBITDA Reconciliation:
Income (loss) from continuing operations 5.0 2.7 - 4.5
Interest (income) expense, net (0.0) 1.7
Tax provision (benefit) (2) 1.4 1.4 - 2.4
Depreciation 1.6 3.0
Amortization of intangible assets 1.6 4.6
Restructuring and other charges 0.2 0.0
Impairment of long-lived assets 0.2 0.0
Acquisition and financing costs 0.0 0.1
Fair value adjustments from purchase accounting 0.0 0.7
Litigation and settlement (income) expense, net 0.0 0.0
Stock-based compensation expense 2.4 3.9
Adj. EBITDA(3) $12.6 $18.1 - $20.9 44% - 66%
GAAP EPS(2) $0.15 $0.07 - $0.11 ($0.08) to ($0.04)
Adjusted EPS(3) $0.23 $0.22 - $0.27 $0.01 to $0.04
77 © 2016 Mercury Systems, Inc.
FY17 guidance (as of October 25th)
In millions, except percentage and per share data FY16 FY17(1)
YoY
Change
Actual Est. Range
Revenue $270 $370 - $380 37% - 41%
GAAP Income from continuing operations $19.7 $19.8 - $22.4 0% - 14%
Adj. EBITDA(2) $57.3 $83.0 - $87.0 45% - 52%
Adj EBITDA Reconciliation:
Income (loss) from continuing operations 19.7 19.8 - 22.4
Interest (income) expense, net 1.0 6.9
Tax provision (benefit) 5.5 7.4 - 8.8
Depreciation 6.9 12.7
Amortization of intangible assets 8.8 17.8
Restructuring and other charges 1.2 0.3
Impairment of long-lived assets 0.2 0.0
Acquisition and financing costs 4.7 0.9
Fair value adjustments from purchase accounting 1.4 2.8
Litigation and settlement (income) expense, net (1.9) 0.0
Stock-based compensation expense 9.6 14.4
Adj. EBITDA(2) $57.3 $83.0 - $87.0 45% - 52%
GAAP EPS $0.56 $0.50 - $0.56 ($0.07) to $0.00
Adjusted EPS(2) $0.96 $1.03 - $1.09 $0.07 to $0.13
Notes:
(1) The guidance included herein is from the Company’s most recent earnings release and is as of the date of that release. Excludes the impact of the Company’s
recently announced definitive purchase agreement for the acquisition of CES Creative Electronic Systems SA. The Company is neither reconfirming such guidance
as of the date of this presentation nor assuming any obligations to update or revise such guidance. For purposes of modeling and guidance, we have assumed no
restructuring, acquisition or financing-related expenses and an effective tax rate of approximately 35% in the period discussed.
(2) Non-GAAP.
78 © 2016 Mercury Systems, Inc.
Adjusted EPS reconciliation
Notes:
(1) Numbers shown are in cents.
(2) Upon the adoption of FASB ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company recognized $1,100 of excess tax benefits in FY16. The tax benefit (provision)
impacts were $896, $247, $(169), and $126 for 1st quarter, 2nd quarter, 3rd quarter and 4th quarter, respectively. The GAAP EPS impacts were $0.02, $0.01, $0.00, and ($0.03) for 1st quarter, 2nd
quarter, 3rd quarter and 4th quarter, respectively.
(000's) FY13 FY14 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 FY16 Q1 FY17
Diluted net earnings (loss) per share⁽¹⁾⁽²⁾ $ (0.46) $ (0.13) $ 0.44 $ 0.08 $ 0.15 $ 0.13 $ 0.19 $ 0.56 $ 0.10
Income (loss) from continuing operations $(13,782) $ (4,072) $ 14,429 $ 2,856 $ 5,040 $ 4,357 $ 7,489 $ 19,742 $ 3,819
Amortization of intangible assets 8,222 7,328 7,008 1,713 1,638 1,754 3,737 8,842 4,602
Restructuring and other charges 7,060 5,443 3,175 338 221 409 272 1,240 297
Impairment of long-lived assets - - - - 231 - - 231 -
Acquisition and financing costs 318 - 451 2,298 25 1,726 653 4,702 553
Fair value adjustments from purchase accounting 2,293 - - - - - 1,384 1,384 2,077
Litigation and settlement expenses - - - - - - (1,925) (1,925) -
Stock-based compensation expense 7,854 8,999 8,640 2,702 2,392 2,149 2,330 9,573 3,632
Impact to income taxes⁽²⁾ (8,776) (5,772) (6,733) (3,466) (1,722) (1,978) (2,808) (9,975) (6,085)
Adjusted income from continuing operations $ 3,189 $ 11,926 $ 26,970 $ 6,441 $ 7,825 $ 8,417 $ 11,132 $ 33,814 $ 8,895
Diluted adjusted net earnings per share ⁽¹⁾ $ 0.10 $ 0.38 $ 0.82 $ 0.19 $ 0.23 $ 0.25 $ 0.29 $ 0.96 $ 0.22
Weighted-average shares outstanding:
Basic 30,128 31,000 32,114 32,778 33,120 33,251 37,811 34,241 38,865
Diluted 30,492 31,729 32,939 33,616 33,831 33,991 38,954 35,097 39,865
79 © 2016 Mercury Systems, Inc.
Adjusted EBITDA reconciliation
Notes:
(1) Upon the adoption of FASB ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company recognized $1,100 of excess tax benefits in FY16. The tax benefit (provision)
impacts were $896, $247, $(169), and $126 for 1st quarter, 2nd quarter, 3rd quarter and 4th quarter, respectively.
(000'S) FY13 FY14 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 FY16 Q1 FY17
Income (loss) from continuing operations⁽¹⁾ $(13,782) $ (4,072) $ 14,429 $ 2,856 $ 5,040 $ 4,357 $ 7,489 $ 19,742 $ 3,819
Interest expense (income), net 31 40 13 (22) (21) (36) 1,120 1,041 1,782
Tax provision (benefit)⁽¹⁾ (10,501) (1,841) 4,366 368 1,433 2,642 1,101 5,544 (1,259)
Depreciation 8,445 7,625 6,332 1,588 1,620 1,565 2,127 6,900 2,718
Amortization of intangible assets 8,222 7,328 7,008 1,713 1,638 1,754 3,737 8,842 4,602
Restructuring and other charges 7,060 5,443 3,175 338 221 409 272 1,240 297
Impairment of long-lived assets - - - - 231 - - 231 -
Acquisition and financing costs 318 - 451 2,298 25 1,725 653 4,701 553
Fair value adjustments from purchase accounting 2,293 - - - - - 1,384 1,384 2,077
Litigation and settlement expenses - - - - - - (1,925) (1,925) -
Stock-based compensation expense 7,854 8,999 8,640 2,702 2,392 2,150 2,330 9,574 3,632
Adjusted EBITDA $ 9,940 $ 23,522 $ 44,414 $ 11,841 $ 12,579 $ 14,566 $ 18,288 $ 57,274 $ 18,221
80 © 2016 Mercury Systems, Inc.
Sales-related definitions
Design Win A design win means that the customer has selected us to provide services, products, or intellectual
property for a program of record or equivalent. In addition, the customer has won the program and
we have an initial purchase order from the customer.
Possible Possible value is a projection based upon our current information and assumptions regarding the
system configuration, systems or units utilized per platform or installation, current and potential
future Design Wins, our average sales price for current and/or future content, the number of
platforms, spares, and potential retrofits, as well as the potential for foreign military sales - all of
which could change materially as and when new information becomes available or assumptions are
revised. Possible value is the highest outcome we believe to be reasonable given a range of
potential outcomes based upon available information and our current set of assumptions.
Probable Probable value is a projection based upon our current information and assumptions regarding the
system configuration, systems or units utilized per platform or installation, current and potential
future Design Wins, our average sales price for current and/or future content, the number of
platforms, spares, and potential retrofits, as well as the potential for foreign military sales - all of
which could change materially as and when new information becomes available or assumptions are
revised. Probable value is the outcome we believe to be most likely given a range of potential
outcomes based upon available information and our current set of assumptions.
81 © 2016 Mercury Systems, Inc.
Glossary
AEGIS Aegis Ballistic Missile Defense System ECM Electronic Countermeasures OpenVPX
System-level specification for VPX,
initiated by Mercury
AESA Active Electronically Scanned Array EO/IR Electro-optical / Infrared PBR President's Budget Request
AIDEWS
Advanced Integrated Defensive Electronic
Warfare Suite
EP Electronic Protection PGK Precision Guidance Kit
AMC Advanced Microelectronics Center EW Electronic Warfare RDP Radar Digital Processor
ATCA
Advanced Telecommunications
Architecture
FAB-T Family of Beyond Line-of-Sight Terminals RF Radio Frequency
AWACS Airborne Warning and Control System FC Fire Control RoW Rest of World
BCA Budget Control Act FMS Foreign Military Sales SABR Scalable Agile Beam Radar
C2 Command & Control FMV Full Motion Video SBC Single Board Computer
C4ISR
Command, Control, Communications,
Computers, Intelligence, Surveillance,
Reconnaissance
IFF Identification Friend or Foe SDB Small Diameter Bomb
COTS Commercial off-the Shelf IMA Integrated Microwave Assembly SEWIP
Surface Electronic Warfare Improvement
Program
CR Continuing Resolution LRDR Long Range Discrimination Radar SIGINT Signals Intelligence
DAL Design Assurance Level MALD Miniature Air Launched Decoy SIP System-in-Package
DEWS Digital Electronic Warfare System MMA Multimission Maritime Aircraft SIRFC Suite of Integrated RF Countermeasures
DRFM Digital Radio Frequency Memory MOSA Modular Open Systems Architecture SM Standard Missile
DSP Digital Signal Processing NMT Navy Multiband Terminal SSEE Ships Signal Exploitation Equipment
EA Electronic Attack O&M Operations & Maintenance SWaP Size Weight and Power