Mercury Systems, Inc. (NASDAQ:MRCY) Q2 2023 Earnings Call Transcript January 31, 2023
Operator: Good day, everyone and welcome to the Mercury Systems Second Quarter Fiscal 2023 Conference Call. Today’s call is being recorded. At this time, for opening remarks and introductions, I’d like to turn the call over to the company’s Executive Vice President and Chief Financial Officer, Mike Ruppert. Please go ahead, sir.
Michael Ruppert: Good afternoon and thank you for joining us. I hope you had a chance to review the press release we issued earlier this afternoon. If not you can find them on our website at mrcy.com The slide presentation that Mark and I will be referring to is posted on the Investor Relations section of the website under Events and Presentations. With me today is our President and Chief Executive Officer, Mark Aslett. I’m also very pleased to welcome Michelle McCarthy to the call. Serving as Mercury’s Senior Vice President and Chief accounting officer for the past five years, Michelle has been an active and valuable member of our leadership team. I’m looking forward to working closely with Michelle in her new position as Interim Chief Financial Officer to ensure a seamless transition prior to my departure in February.
Turning to Slide 2 in the presentation. I would like to remind you that today’s presentation includes forward-looking statements, including information regarding Mercury’s financial outlook, future plans, objectives, business prospects and anticipated financial performance. These forward-looking statements are subject to future risks and uncertainties that could cause our actual results or performance to differ materially. All forward-looking statements should be considered in conjunction with the cautionary statements on Slide 2, in the earnings press release and the risk factors included in Mercury’s SEC filings. I’d also like to mention that in addition to reporting financial results in accordance with generally accepted accounting principles or GAAP, during our call, we will also discuss several non-GAAP financial measures, specifically adjusted income, adjusted earnings per share, adjusted EBITDA, free cash flow, organic revenue and acquired revenue.
A reconciliation of these non-GAAP metrics is included as an appendix to today’s slide presentation and in the earnings press release. I’ll now turn the call over to Mercury’s President and Chief Executive Officer, Mark Aslett. Please turn to Slide 3.
Mark Aslett: Thanks, Mike. Good afternoon, everyone and thanks for joining us. Typically, I’d sign up prepared remarks with review about results for the quarter. However, given the other news we’ve announced today, I’ll begin with key takeaways from those announcements. I will then review the business. Mike will cover our financial results and guidance, and then we’ll open it up for questions. The board’s decision to initiate a review of strategic alternatives underscores our commitment to exploring all available avenues to enhance shareholder value. We’ve engaged two leading investment banks to pursue a range of options including a potential sale. During the board’s evaluation, we’ll continue to execute on our strategic plan for growth in value creation.
As you know, we need to let this process play out. And as such, we won’t have further comment on it today. I want to emphasize that there can be no assurance that the transaction will result from the review. We also don’t intend to disclose developments relating to this process unless and until the board has approved a specific agreement or transaction or is terminated its review. Now, let me say a few words about Mike. As you saw from our announcement, Mike has decided to step down from Mercury to accept an opportunity in a privately held company headquartered in Virginia, where he and his family reside. Mike has been a great partner for the past eight years. He’s made significant contributions to Mercury including helping driver M&A strategy and many acquisitions.
Mike on behalf of myself and the entire crew team we wish you all the best in your new role. We’ve initiated a search for a permanent successor with the assistance of a leading executive search firm. We’re fortunate to have a deep bench of talent on our finance team during this transition period. In addition to Michelle McCarthy’s appointment as Interim CFO, Nelson Erickson, Senior Vice President Strategy and Corporate development will formally assume responsibility for investor relations. Last week, we also announced that Vivek Upadhyaya who has joined mercury as our Vice President of financial planning and analysis, further bolstering our team. Over the coming weeks, Michael worked closely with Michelle Nelson, Vivek and I to ensure a seamless handoff.
With that let’s discuss our second quarter results. Turning to Slide 4. Mercury second quarter revenue was in line with our guidance growing 4% year-over-year. More importantly, we return to organic growth and generated positive cash flow in the quarter. GAAP net loss and loss per share as well as adjusted EBITDA and adjusted earnings per share fell short of guidance. This was primarily due to an unforeseen delay in funding to our customer for a large LTAMDs program. After this delay, which reduced Q2 revenue and margin by $10 million and $7 million respectively, our results would have been at or above the high end of our Q2 guidance results in lower Q3 guidance also as an additional $10 million of revenue and $7 million margin moves to fiscal ’24.
We are obviously disappointed with the delay in the short term impacts anticipated for this fiscal year. This is large program and the time is outside of our immediate control. That said our customer is confident that their funding issues will ultimately be resolved, allowing us to recognize the entire $20 million in revenue and $14 million margin early in Mercury’s new fiscal year. Working with the customer, we’ve rotated in other related opportunities that we expect will partially offset the impact of this delay in the second half of fiscal ’23. As we consider the back half and our full fiscal year guidance, we’re shifting our outlook to incorporate this program timing and the prolonged supply chain impacts, resulting in program delays and inefficiencies which are temporarily affecting margins.
On the plus side, we believe that revenues currently trending above the midpoint of our fiscal ’23 guidance while net income and adjusted EBITDA are now expected to be towards the low end. We’re in our fourth fiscal year dealing with these impacts. In addition to program delays and related inefficiencies, we continue to face long semiconductor lead times, tight labor market and inflation. These challenges, however, are not related to end market demand, which remain strong. They’re largely timing related, they’re short term and they’re not unique to Mercury. We continue to execute on our plan to control what we can in this environment, and we’re optimistic about the future could not turn positioning. Mercury’s bookings for Q2 increased 14% year-over-year, the largest been F-35, F-18 LTAMDs for the classified C2 program.
It nearly $60 million the F-35 order for advanced microelectronics capabilities was the largest booking in the company’s history. Driven by the growth and bookings are booked to build was $1.18 in the quarter and $1.16 over the last 12 months. Backlog grew 17% year-over-year to record $1.12 billion which provisions us well for future growth. Despite the FMS customer funding delay, our Q2 revenue increased 4% year-over-year. Organic revenue turned positive growing 1% versus a 13% decline in Q2 of fiscal ’22. We expect to return to organic growth for the year as a whole as expected. Our largest revenue programs in the quarter were F-35, F-16 , P8 and Q2 GAAP net income was negative and adjusted EBITDA declined year-over-year both with the low guidance primarily due to the FMS customer funding delay, although revenue is trending above our fiscal ’23 guidance midpoint, other financial measures, including adjusted EBITDA are trending towards the low end as I said largely due to program delays and related inefficiencies.
We believe these impacts are temporary in nature, we expect margins to increase the supply chain conditions begin to improve and as we realize further benefits from impact and the continued shift in our program mix from development to production. Operating free cash flow for Q2 was positive a substantial improvements sequentially. We expect to deliver breakeven to slightly positive free cash flow for FY ’23, including the impact of the R&D tax legislation. Turning to Slide 5, the defense appropriations bill was approved after the midterm elections as expected, resulting in substantial spending increases in response to national security threats. That said the House GOP rules package adopted this month and the report a deal between speaker McCarthy and the Freedom focus create risk to government FY ’24 discretionary spending including defense.
And extended budget continuing resolution appears to be the base case scenario for GFY 24, including the potential for a full year CR. However, although risk does exist, we don’t expect Congress to approve a reduction in DoD appropriations. Given the geopolitical challenges we face, there appears to be strong underlying bipartisan support to increase defense spending. Looking ahead longer term, we believe the defense spending outlook remains positive both domestically and internationally and that Mercury is well positioned to benefit in this environment. The growth in demand for the compute capability onboard military platform shows no sign of slowing. We also stand to benefit from the ongoing push for platform electronification. We believe that we’re well positioned to continue to benefit from long term industry trends include supply chain delivery and assuring as well as increased outsourcing at the subsystem level.
Our adjustable market has increased substantially, largely driven by strategic movement to mission systems and the potential to deliver innovative processing solutions at chip scale. Our model, certainly at the intersection of high tech and defense positions us well. Turning to Slide 6. The industry environment continues to be challenging in the short term. Despite incremental improvement in the second quarter supply chain constraints continue to affect program timing and efficiency. Locally sophisticated end to end processing platform passes the most critical end missions. High end processing represents about 70% of the business. This is where Mercury likely has the largest opportunity to grow over the next five years. Prior to the pandemic semiconductor process lead times were 10 to 12 weeks.
They increased rapidly in the second part of fiscal ’21 and now range from 36 to 72 weeks. Although current lead times on average a slightly shorter than in Q1, we don’t expect to see a significant improvement until the second half of fiscal ’24. Semiconductor inflationary pressures remain a challenge as well. Semiconductors equates 38% of our direct supplier spend far more than our peers we believe. We’re making good progress in mitigating the impact with highest semiconductor costs. As part of our impact program, we established a centralized procurement organization. This enabled us to improve our purchasing efficiency, while helping us deal with the effects of supply chain disruption. We also established the pricing team reprise standard products and incorporated price adjustment mechanisms in our rates based businesses and multiyear proposals.
In addition, we implemented across the board price increase in our microelectronics business. Through the pandemic, we’ve used the strength of our balance sheet to invest in the working capital necessary to mitigate supply chain risk as best we can. As a result, we positioned Mercury to deliver against customer commitments and generate stronger results over time. Turning to Slide 7. We believe that we’ve entered a multiyear period of accelerating growth and profitability. Demand is improving is evidenced by our strong LTM bookings and record backlog. The next several years could resemble the period post sequestration in 2013 absent a significant budget events and GFY ’24. So most of the enhancements that we made in our business at that time, through impact was strengthening our fundamentals once again.
It also impacted early in fiscal ’22 and it’s evolved substantially since then. We began by streamlining our organizational structure and strengthening the leadership team and continuing to do so. We also focus on margin expansion in this business and we’re now pushing their execution deeper into the business. With the recent addition of Allen Couture as head of execution excellence and Mitch Stephenson taking over our mission business last quarter, we’ve doubled down on these efforts seeking to drive continuous improvement around supply chain, operations and program execution. These areas will have been affected by the cumulative impact of operating during the pandemic, with the resulting program delays and related inefficiencies temporarily impacting margins.
We believe these headwinds will diminish the supply chain and labor market conditions continue to improve, leading to market and expansion. At the same time, we continue to focus on supply chain risk mitigation, working capital burned down and accelerated cash release. We believe that substantial cash will move off the balance sheets and supply chain related impacts on the business begin to unwind. Another initiative is R&D investment efficiency and returns. In addition on digital transformation ethics and engineering operations and the back office will help improve our cost structure and give us better productivity, scalability and efficiency over time. We’re also moving on our manufacturing facility footprint strategy. We consolidate our Mesa Arizona facility into the Phoenix site in Q2 and release two additional facilities as planned.
With that, I’d like to turn the call over to Mike. Mike?
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Michael Ruppert: Thank you, Mark. And good afternoon again, everyone. Before I discuss our results, I do want to say a few words about my decision with Mercury. Mercury has been a big part of my life for the better part of a decade. Since I started at the company in 2014 we’ve grown the business organically, completed 15 acquisitions, and assembled a set of capabilities that uniquely positioned us in the defense industry. It’s been a tremendous opportunity to be Mercury’s CFO working alongside Mark and the rest of our talented leadership team during this time. A few months ago, I was approached by a company that had recently been taken private, base closer to my home in Virginia. This is not something I sought out. But when the opportunity was presented to me, I felt at this point in my career, it was something I had to explore.
There’s never a great time for a move like this, but I’m firmly committed to making this transition a success. Michelle and I have been in lockstep for years, and I’ve developed our finances team. So I know how much talent there is at Mercury. I wouldn’t have made the decision to leave if I didn’t have complete competence in this team and then the company’s ability to enhance value for all shareholders, including me. To our investors and analysts it’s been a pleasure getting to know all of you over the years. Now turning to Mercury’s results. As always, I’ll begin with our second quarter actuals and then move to our Q3 and fiscal ’23 guidance. As Mark discuss Mercury delivered revenue in line with guidance, returning to organic growth and generating positive cash flow in Q2.
Demand continues to be strong as we entered the second half. Our 12 months backlog was up 34% compared to Q2 last year, and up 10% compared to last quarter, providing a solid visibility into the remainder of the year. For fiscal ’23, we expect to deliver increased bookings versus fiscal ’22 a positive book to bill, a record $1 billion in revenues and positive organic growth. As Mark said we expect our performance to be heavily weighted to the fourth quarter. We believe that revenue is currently trending above the midpoint of our fiscal ’23 guidance while adjusted EBITDA is trending towards the low end as all discuss. Demand remains strong supported by our position on well funded franchise programs. However, supply chain constraints, labor availability and inflation continue to contribute to program delays and inefficiencies.
With the post pandemic impacts persisting through fiscal ’23 we’re experiencing shifts and high margin production programs, including FMS sales into Q4 and fiscal ’24 impacting Q3 and fiscal ’23 gross margin expansion as a result. Slide 8 covers the bookings booked the bill backlog and revenue growth results that Mark discussed. What’s highlighted yet and is the large FMS program customer funding delay that had an impact of approximately $10 million on our Q2 revenue. Given the program’s high margin profile, it also impacted profitability by approximately $7 million resulting in the adjusted EBITDA guidance list for the quarter. This delay in customer funding reflects the nature of FMS contracting, which requires alignment between the U.S. government and the foreign government as well as our direct customers.
There’s been an approved FMS deal to delay only relates to the award timing both our customer and Mercury. We now expect this program in our fiscal ’24. As Mark mentioned, we expect us to have an approximate $20 million and $14 million revenue and adjusted EBITDA impact to fiscal ’23 respectively. Gross margins for the second quarter were down 430 basis points year-over-year. As we expected coming into the quarter gross margins reflected a higher proportion of lower margin development revenue as well as material, labor inflation year-over-year. Gross margins were slightly lower than expectations driven by the FMS delay which had an approximately 140 basis point impact on gross margins. Q2 gross margin was also impacted by an incremental depreciation expense and lower absorption in the quarter primarily due to our site consolidation efforts.
We expect to see higher gross margins in the second half of the fiscal year and especially in Q4. This is primarily a result of program mix chips due to the high margin FMF sale, as well as execution on several of our larger development programs taking a little longer than expected in the current environment. GAAP net loss was $10.9 million for the quarter, while adjusted EBITDA was $35.7 million down 6% from Q2 last year on lower gross margins. Our adjusted EBITDA margins were 15.5% for the quarter, down 180 basis points from 17.3% in Q2 fiscal ’22. Again, the delay in the large FMS opportunity resulted in adjusted EBITDA and adjusted EBITDA margins being below our guidance range. Have we received this contract, adjusted EBITDA and adjusted EBITDA margins would have exceeded our Q2 guidance.
Free cash flow for the second quarter was an inflow of approximately $22 million, despite delays in payments from our customers at the end of their fiscal years. Delayed payment behavior across our customer base was partially offset by receivables factoring which we discussed last quarter. Slide 9 presents Mercury’s balance sheet for the last five quarters. Our balance sheet remains strong with significant capacity under our $1.1 billion revolving credit facilities. Driven by the anticipated strong cash flow generation in H2 we expect to be well positioned to deliver the balance sheet while continuing to invest in business. We ended Q2 with cash and cash equivalents of $77 million and approximately $512 million of debt funded under our revolver.
At current leverage levels the interest rate under the revolver is approximately 5%, which positions Mercury to continue to allocate capital at attractive rates. From a working capital perspective, we’ve invested approximately $240 million since fiscal ’21 potentially the start of the pandemic to support performance obligations to our customers and ensure delivery on critical programs. As these obligations are completed, we expect working capital especially unbilled receivables and inventory to convert to cash and decreased substantially as a percentage of annualized sales. Turning to cash flow on Slide 10. Last quarter, we forecasted breakeven to slightly positive free cash flow Q2. Free cash flow for the quarter was $22 million. In Q2 we did see delays of approximately $30 million in receipts from bill receivables from our customers at the end of their fiscal years.
These were partially offset through factoring 20 million of receivables. At this point in Q3, we have received the $30 million of delay payments from our customers. Given our fiscal year timing, we did not see any impact related to the R&D tax legislation in H1. But we’re now forecasting an impact in H2. I will now turn to our financial guidance, starting with Q3 on Slide 11. Forecasting in the current environment remains challenging. Our guidance incorporates to the extent we can potential impacts associated with the ongoing supply chain constraints and material and labor inflation headwinds. As a result of the high margin FMS program moving into fiscal ’24 coupled with the headwinds contributing to program delays and inefficiencies H2 is more weighted to Q4 and Q3.
For Q3, we currently expect revenue in the range of $245 million to $260 million. At the midpoint this is approximately flat growth compared to the third quarter last year, although we remain cautious with regard to award timing, program execution and the current industry headwinds, we expect gross margin to increase gradually in Q3 and more dramatically in Q4 as we complete execution across several of our lower margin development contracts. The revenue growth in H2 and especially Q4 is expected to be driven by higher margin production programs as well as license sales. We expect Q3 GAAP results to range from a net loss of $5.8 million to net income of $1 million. We expect adjusted EBITDA to be $40 million to $47 million, representing approximately 17% of revenue at the midpoint.
And as I’ve said our Q3 adjusted EBITDA margin are being impacted by the delay in the FMS sale, as well as a higher proportion of development contracts. I will now turn to our guidance for full year fiscal ’23 on Slide 12. The near term outlook across the industry remains far from certain. But the demand environment continues to be strong and it’s highlighted by our continued bookings momentum. Balancing these two dynamics will maintain our previous guidance for the year revenue and adjusted EBITDA. From a total company revenue perspective, our guidance remains $1.01 billion to $1.0 5 billion in fiscal ’23. This represents 2% to 6% growth year-over-year and approximately flat to 4%. organic growth. Based on our current demand environment, despite the approximate $20 million slip in FMS revenue, we still expect to see fiscal ’23 revenue towards the high end of this range.
GAAP net income for fiscal ’23 is expected to be in the range of $13.9 million to $24.8 million with GAAP EPS of $0.24 to $0.44 per share. The reduction at the low end and midpoint is a function of the incremental depreciation expense in the second quarter, partially offset by lower expected stock based compensation. We’re maintaining our fiscal ’23 adjusted EBITDA guidance range of $202.5 million to $215 million, up 1% to 7% from fiscal ’22. While we expect revenues at the high end of the range, we expect adjusted EBITDA to trend toward the lower end of the range. This is driven primarily by program mix including the FMS sale as well as supply chain related program delays and inefficiencies also impacting adjusted EBITDA margin. Adjusted EPS is expected to be in the range and $1.90 to $2.80 per share.
The reduction from our prior guidance is also a function of the incremental depreciation expense in the second quarter. From a free cash flow perspective, we’re now targeting breakeven to slightly positive free cash flow for the year. This includes approximately 36 million of cash outflows related to R&D tax legislation in H2 which we’ve now incorporated into our guidance. Turning to Slide 13. I want to briefly touch on Q4 which we expect to be a record quarter for Mercury across all key metrics. But we will not formally guide Q4 until next quarter. Based on H1 actuals and our Q3 and fiscal ’23 guidance, we can arrive at an implied forecast for the fourth quarter. Looking at the midpoints of our fiscal ’23 and Q3 guidance ranges, Q4 revenue at the midpoint would be approximately 320 million.
This is an increase of approximately 11% from our record fourth quarter last year. Given our current backlog and anticipated bookings in Q3 we expect to enter Q4 with forward backlog coverage, which is the basis for our current guidance. GAAP net income and GAAP EPS will be approximately $47 million and $0.83 per share respectively at the midpoint. Q4 adjusted EBITDA would be approximately 98 million and adjusted EBITDA margins would be approximately 31%. These results are driven by gross margin expansion, reflecting the mix weighted toward higher margin production programs and licensing revenues. We also expect adjusted EBITDA margin improvement as a result of the operating leverage we’ve created in the business. From a free cash flow perspective, we expect to see a strong rebound in Q4.
We have a clear path to achieve our guidance. With that, I’ll now turn the call back over to Mark.
Mark Aslett: Thanks, Mike. Turning now to Slide 14. Mercury delivered strong bookings in the second quarter. We returned to organic growth and generated positive cash flow and is still challenging environment. Demand is strong and getting stronger. Our robust H1 bookings, record backlog and substantial fall revenue coverage provide us with good visibility into the second half of fiscal ’23. Timing, however, remains a risk in the short term as we win larger more complex subsystem deals. Given the impact of the delays associated with the FMS program, we have a larger fourth quarter than previously anticipated. We have a high level of confidence in our ability to recognize the associated revenue and margin in the first half of fiscal ’24 and as a result of the additional opportunities we’ve rotated into the plan, we’re maintaining our fiscal ’23 revenue and adjusted EBITDA guidance.
As I said earlier, while revenue is trending above the midpoint, adjusted EBITDA is likely to come in towards the low end of guidance as a result of next and supply chain driven program delays and inefficiencies. To the year we expected a lot of strong bookings waiting toward Q4. We expect the positive book to bill and return to organic growth, with revenue eclipsing 1 billion for the first time. It should position us well for fiscal ’24 as a supply chain conditions begin to normalize. We expect to deliver strong organic growth, margin expansion and improved cash flows is released working capital, all of which should position us for further growth and value creation in future years. That said, the potential for disruption around the GFY ’24 budget and the timing and level of a defense appropriation presents additional risk.
Looking further ahead, our outlook to the next five years remained strong. We expect increased defense spending domestically and internationally. We are well-positioned strategically in the right part of the market but the right capabilities on the right programs. We believe that Mercury can and will grow organically its high single digits to low double digit rates. In addition to organic and M&A related growth our five year plan includes margin expansion, driven by better execution as the industry headwinds subside, improved program and content mix as well as impact. It should lead to stronger profitability as well as improved working capital efficiency and cash conversion. For more than a decade, we’ve successfully executed on our longer term strategy.
We’ve improved margins by growing the business organically supplemented with disciplined M&A and full integration. As a result, we’ve created significant value for our shareholders and expect to continue doing so. In closing, I’d like to recognize the Mercury team’s commitment to our success and strong performance in the second quarter. Our sincere thanks to all of you. Before we turn it over to Q&A, I ask you please keep your questions focused on our earnings results. With that, operator, please proceed with the Q&A.
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