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8-K - FORM 8-K - MERCURY SYSTEMS INCd8k.htm
©
2010 Mercury Computer Systems, Inc.
www.mc.com
Cowen Aerospace & Defense
Conference
Mark Aslett
President & CEO
Bob Hult
SVP, CFO
February 11, 2010
Exhibit 99.1


©
2010 Mercury Computer Systems, Inc.
www.mc.com
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 anticipated fiscal 2010 business performance and beyond. You can identify these statements by our use
of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions.
These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or
anticipated. Such risks and uncertainties include, but are not limited to, general economic and business conditions, including unforeseen
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, continued funding of defense
programs, the timing of such funding, changes in the U.S. Government's interpretation of federal procurement rules and regulations,
market acceptance of the Company's products, shortages in components, production delays due to performance quality issues with
outsourced components, the inability to fully realize the expected benefits from acquisitions or delays in realizing such benefits, challenges
in
integrating
acquired
businesses
and
achieving
anticipated
synergies,
and
difficulties
in
retaining
key
customers.
These
risks
and
uncertainties also include such additional risk factors as are discussed in the Company's recent filings with the U.S. Securities and
Exchange
Commission,
including
its
Annual
Report
on
Form
10-K
for
the
year
ended
June
30,
2009.
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
non-GAAP financial measures adjusted to exclude certain specified charges, which the Company believes are useful to help investors
better understand its past financial performance and prospects for the future. However, the presentation of non-GAAP financial measures
is not meant to be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management
believes these non-GAAP 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 their 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 measures discussed in this presentation is contained in the Company’s most recent
earnings
release,
which
can
be
found
on
our
website
at
www.mc.com/mediacenter/pressreleaseslist.aspx.


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Mercury is a platform-independent, best-of-breed 
ISR systems and services company
Founded in 1981
HQ in Massachusetts;
R&D in MA, VA, AL
513 employees
Leading provider of commercial
high-performance signal,
image and sensor processing
Focused on growing
defense ISR market
FY2009 revenues of $189M
NASDAQ: MRCY
2
Note:
$189M
Total
Revenue
includes
$2M
interco
eliminations


©
2010 Mercury Computer Systems, Inc.
www.mc.com
3
Phases of Mercury's transformation
3 Overlapping Phases –
Parallel Execution


©
2010 Mercury Computer Systems, Inc.
www.mc.com
5 key business growth drivers
4
Product
Portfolio
Refresh
Application
Expansion
Platform
Penetration
Customer
Expansion
Expand Total
Addressable
Market to $3.5B
Increased
System Content
Platform
Penetration
Application
Expansion
Expand Total
Addressable
Market to $30B
Defense
Electronics
Market
Focus on
Persistent ISR
Growth in
Federal Services
Filed $100M
Universal Shelf
Complementary
ISR Businesses
Semiconductor  
Market
Rebound


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Success in semiconductor equipment –
position controller for lithography
Application Requirement:
Low-latency, deterministic
processing for precision control
in Stepper/Scanners
Initial Deal:
$10M pre-production orders booked
and partially shipped
Starting to receive production orders
Integrated platforms for production
(immersion/EUV, new/upgrades)
Advanced processing technology:
AdvancedTCA utilizing serial RapidIO
5
Total Opportunity Potential: ~$100M over 5 years
Note:
Potential
is
5
year
probable
value
based
on
customer-supplied
information
at
time
design
win
awarded.
Actual
program value may be higher or lower


©
2010 Mercury Computer Systems, Inc.
www.mc.com
ACS 5-year design win value increased 22% overall in
FY09 with 51% growth in defense
6
Defense Highlights
Aegis –
Naval BMD, C4I
Missile Defense –
Ground Radar
Argon –
Naval SIGINT
Predator –
Airborne Radar
JCREW –
Ground SIGINT
Rivet Joint –
Airborne SIGINT
Gorgon Stare –
Airborne ISR
NASP –
Airborne Sonar
Guardrail –
Airborne SIGINT
Commercial Highlights
KLA Tencor –
Semiconductor
Hughes –
Satellite Comms
Rapiscan –
Baggage Scanning
L3 –
Baggage Scanning
ASML –
Semiconductor
Note:
Potential
is
5
year
probable
value
based
on
customer-supplied
information
at
time
design
win
awarded.
Actual
program value may be higher or lower


©
2010 Mercury Computer Systems, Inc.
www.mc.com
AEGIS BMD radar processing
Selected for BMD Radar
Most powerful deployed embedded computer
for digital beam-forming
Extend to Radar Control System
Addressable market 60 ships out of 92
Plan of Record for ship upgrade:
7
Total 5 year opportunity: $100M
2011
2012
2013
2014
2015
Total
6
6
6
6-8
6-8
30-34
Additional 8 ships to be built
Upside with sales and additional ships in out years


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Services and Systems Integration drove significant
revenue growth in its first full year of operation
Expand ACS total
addressable market
From startup in FY08, FY09
bookings growth +106%,
revenue growth +157%
FY09 proved the business
model and potential
Enables substitute and 3
rd
party technologies e.g. blade
computing
Enables faster time to
revenue on programs and
increased deal sizes
8


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Success in Services & System Integration –
Radar Digital Processor
Project Requirement:
Phased Array Radar for Ground
Missile Defense (FMS)
Initial Deal:
$12M engineering services and
system integration
$6M production order (1 country)
Advanced processing technology:
OpenVPX™
embedded computing
9
Future Opportunity Potential:
$12M total production for next 2 countries;
~15-20 countries expected to follow
Note:
Potential
is
5
year
probable
value
based
on
customer-supplied
information
at
time
design
win
awarded.
Actual
program value may be higher or lower


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Strong revenue ($5.7M) and
bookings ($11.9M) in FY09
Concurrently, generating
new opportunities for ACS
8 active engagements;
3 direct prime contracts
Recognized by the DoD as
advanced processing
architects for next-gen
airborne ISR systems          
Mercury Federal Systems (MFS) delivered significant
first year bookings and revenue
10


©
2010 Mercury Computer Systems, Inc.
www.mc.com
MFS success story –
Wide Area Airborne Surveillance
Project Requirement:
Concurrent near real-time    
situational awareness for
MQ-9 Reaper UAV
(Gorgon Stare)
Initial Deal:
$7M bookings
1/2 hardware / software
1/2 engineering services
Advanced processing technology:
Embedded GPUs w/IO
11
Total Opportunity Potential: ~ $20M
Note:
Potential
is
5
year
probable
value
based
on
customer-supplied
information
at
time
design
win
awarded.
Actual
program value may be higher or lower


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Strength in ACS defense markets
Radar (32% CAGR FY07-09) and EW (9% CAGR) driving growth
12


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Airborne ISR
Airborne ISR
Airborne ISR
Key defense platforms and programs driving growth
Representative Program List
13
Counter IED
Counter IED
Counter IED
Electronic Warfare (EW)
Electronic Warfare (EW)
Global Hawk
Predator/Reaper
Rivet Joint
Gorgon Stare
F-16
F-35 JSF
BAMS
MESA
P8-MMA
MP-RTIP
Aegis
RDP -
Ground Missile
Defense Radar
THAAD
JCREW
Software
Defined Jammer
Guardrail
SSEE(F)
CADF
Deepwater


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Military electronics is a market sweet spot
14
Retrofit and upgrades remain
strong for legacy programs
Increased need for EW;
intelligence, surveillance,
reconnaissance assets
Networked nodal platforms, 
time to information
Next-gen onboard processing,
exploitation and dissemination
architecture critical
Sources : The Military Electronics Briefing, 2008 Ed. , The TEAL
Group, Frost & Sullivan, U.S C4ISR Market 2007


©
2010 Mercury Computer Systems, Inc.
www.mc.com
To the warfighter, time to information is critical
to address the growing gap between:
15
What’s analyzed?
What’s collected?
100GB per mission
100TB per mission
Force Protection
Mission Critical
Real-time
Forensics
Last 18 hours
Recent minutes
For decision makers who need timely, actionable,
and relevant information
What’s
actionable?
?


©
2010 Mercury Computer Systems, Inc.
www.mc.com
16
Airborne ISR R&D costs
Signal Processing /
Systems
Integration
Platform
Sensor
Datalink
Ground
Station
10%
40%
30%
5%
15%
45%
10%
15%
10%
10%
5%
5%
Datalink
Platform
Sensor
Ground Station
Application Acceleration/
Systems Integration
Warfighter
Terminals
Warfighter
Terminals
Broadcast
Provision
Broadcast Provision
Budget priorities being realigned to maintain technology edge
Source:  DoD
Budget Request FY93 and FY2008
1993
2008
Mercury’s
Opportunity
Mercury’s
Opportunity


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Mercury's new Converged Sensor Network™
(CSN™)
vision for persistent ISR
A
revolutionary
open
architecture
that
combines
17
Global
Information
Grid
Video
Radar
SIGINT
SAN
Signal
Processing
Signal
Processing
Image
Processing
Information
Dissemination
Data
Exploitation
Information
Management
Technologies
Multi-Sensor
Signal
Processing
Transformational
Access to
Information in the
Tactical Edge
Become
the
government’s
trusted
partner
for
next-generation
ISR
platform
signal
processing
and
computing


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Government/DoD
frustration leads to defense
procurement reform
Today’s Model
Government frustrated
with current model
Platform-centric approach
Proprietary closed system
architectures
Significant cost overruns
Significant schedule slips
Emerging Model
Best-of-breed model
emerging
More commercial items
Open platform-independent
architectures
QRC –
rapid deployment,
lower cost and risk
Likely to occur for signal
processing and computing
18
Budget pressure and significant schedule slippage is leading
to Defense procurement reforms that could benefit Mercury


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Positioned for growth
Focused on growing ISR market segment
Creating a platform-independent, best-of-breed ISR
systems and services company
Unique capabilities in commercial high-performance
embedded signal, image and sensor processing
Building government amenable business model in line
with expected Defense procurement reform
Delivering strong organic growth in defense with robust
target business model
Will pursue complementary ISR acquisitions to scale
19


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Financial Overview


©
2010 Mercury Computer Systems, Inc.
www.mc.com
21
FY07 –
FY09: Restored profitability
21
Note:
All
historical
income
statement
figures
are
as
reported
in
the
Company’s
earnings
press
release
at
the
end
of
the
applicable
fiscal
year
and
have
not
been
restated
for
operations
that
have
been
discontinued
subsequent
to
that
time.


©
2010 Mercury Computer Systems, Inc.
www.mc.com
22
Strong defense revenue
22
Note:
All
historical
figures
adjusted
for
discontinued
operations
14% Defense CAGR
FY07 –
FY09
Revenue ($M)
Commercial
Defense


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Strong growth in bookings and backlog
FY07-FY09:
Total Company
11% Bookings CAGR
18% Backlog CAGR
Defense
28% Bookings CAGR
28% Backlog CAGR
23
23
Note:
Historical figures adjusted for discontinued operations
Bookings
Total Company $M
Ending Backlog
170
199
210
70
78
98
0
25
50
75
100
125
150
175
200
225
FY07
FY08
FY09
Defense
$107
Defense
$145
Defense
$174
Defense
$58
Defense
$67
Defense
$94


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Improved working capital efficiencies
Supply chain  
transformation
-
Operational efficiencies
-
Manufacturing lead times
-
Cost of quality
-
Competitive advantage
for Mercury and
customers
-
Inventory reduced $11.8M
from Q3 FY08 to Q2 FY10
Customer satisfaction
-
Blue chip customers
-
End-of-quarter
shipment skew
24
24


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Much improved cash conversion cycle
25


©
2010 Mercury Computer Systems, Inc.
www.mc.com
26
Repaid debt and improved cash balance
Note:
ARS
settlement
at
par
($50M)
with
UBS
6/30/10
Convertible
Debt
$125


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Strong and unencumbered balance sheet
27
Generated $5M free cash flow in H1’10
Zero cost ARS loan of $33M
$49M ARS balance repaid at par 6/30/10
22.9M diluted weighted average shares outstanding for the
3 months ending 12/31/09
Q2'10
($M)
Cash and Marketable Securities
97
Total Current Assets
153
Total Assets
227
Debt
33
Total Liabilities
73
Shareholders' Equity
154


©
2010 Mercury Computer Systems, Inc.
www.mc.com
28
Robust target business model
Notes:
Target Business Model assumes organic growth. ACS /MFS approx 90%/10% revenue split
Adj
EBITDA adjusts for Depreciation  2-3% of revenue and Stock Based Comp 2-3% of revenue 
Target
Business
Model


©
2010 Mercury Computer Systems, Inc.
www.mc.com
29
H1'10 prior year comparison (GAAP)
29
Notes:
1)All historical income statement figures have been restated for operations that have been discontinued subsequent to that time.
2)  Adj EBITDA is earnings before impairment charges, interest, taxes, restructuring, stock compensation, amortization and depreciation.


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Last 10 quarter’s revenues and EPS exceeded
or met the top end of guidance
30
2008
Q1
Q2
Q3
Q4
Reported
Guidance
Reported
Guidance
Reported
Guidance
Reported
Guidance
Revenue
($M)
49.2
48.0
52.6
51.0
56.5
53.0-55.0
55.2
53.0-56.0
EPS
($)
0.09
(0.08)
0.04
(0.05)
0.04
(0.04)-
0.00
0.01
(0.05)-
0.01
2009
Q1
Q2
Q3
Q4
Revenue
($M)
49.1
47.0-49.0
50.7
47.0-
49.0
50.6
48.0-50.0
48.4
46.0-
48.0
EPS
($)
0.07
(0.07)-
(0.03)
0.03
(0.05)-
0.00
0.20
0.05-0.09
0.13
0.05-
0.08
2010
Q1
Q2
Q3
Q4
Revenue
($M)
47.4
43.0-45.0
45.2
40.0-
42.0
EPS
($)
0.19
0.03-0.08
0.08
(0.08)-
(0.04)
Note:
Non-GAAP
GAAP


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Q3’10 guidance ($M)
31
Quarter Ending March 31, 2010
Low
High
    Revenues
$41
$43
    GAAP EPS
($0.15)
($0.11)
    Adj EBITDA
($1.1)
$0.1
Note - Adj EBITDA Adjustments:
  Net Income
(3.5)
(2.5)
    Stock compensation
1.2
1.2
    Interest Expense
0.1
0.1
    Interest Income
(0.1)
(0.1)
    Taxes
(0.6)
(0.5)
    Amortization
0.4
0.4
    Depreciation
1.4
1.4
  Adj EBITDA
(1.1)
0.1


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Financial summary
Returned to profitability
11% bookings and 18% backlog growth (CAGR)
Improved working capital efficiencies
Healthy cash flows from operations
Strong and unencumbered balance sheet
Robust target business model 17-18% Adj. EBITDA
$100M shelf registration effective
32


©
2010 Mercury Computer Systems, Inc.
www.mc.com
www.mc.com
NASDAQ: MRCY
Thank You
33


©
2010 Mercury Computer Systems, Inc.
www.mc.com
Appendix


©
2010 Mercury Computer Systems, Inc.
www.mc.com
35
GAAP to Non-GAAP Reconciliation ($M)
Notes:
1)FY07 –
FY08 income statement figures are as reported in the Company’s earnings press release at the end of the applicable fiscal period
2)FY09 income statement figures are restated for discontinued operations as reported
3)GAAP related items: stock comp, amortization, restructuring and adjustment to taxes
Year Ended
Year Ended
Year Ended
June 30, 2007
June 30, 2008
June 30, 2009
GAAP net income (loss)
($37.8)
($35.4)
($1.3)
Adjustment to exclude stock-based compensation
10.6
10.4
4.6
Adjustment to exclude inventory write-down
0.0
0.8
0.0
Adjustment to exclude in-process research and development
3.1
0.0
0.0
Adjustment to exclude amortization of acquired intangible assets
7.2
7.3
2.4
Adjustment to exclude impairment of goodwill and long-lived assets
0.1
18.0
0.0
Adjustment to exclude restructuring
5.5
5.2
1.7
Adjustment to exclude gain on sale of long-lived assets
0.0
(3.2)
0.0
Adjustment for tax impact
5.2
0.2
(5.6)
Non-GAAP net income (loss)
($6.2)
$3.3
$1.8
Adjustment to exclude taxes and other income (expense)
7.8
2.8
0.2
Non-GAAP Income (loss) from operations
($14.0)
$0.5
$1.6
GAAP net income (loss)
($37.8)
($35.4)
($1.3)
Adjustment to exclude loss from disco ops, net of income taxes
(8.9)
(30.0)
(20.3)
Adjustment to exclude gain (loss) on sale of disco ops
0.0
(1.0)
11.1
GAAP net income (loss) from continuing operations
($28.9)
($4.4)
$7.9
Adjustment to exclude GAAP related items
(3)
3.1
Non-GAAP net income (loss) from continuing operations
$11.0
Adjustment to exclude taxes and other income (expense)
5.4
Non-GAAP Income (loss) from continuing operations
$16.4
Net income (loss) per share -
Diluted -
GAAP
($1.78)
($1.64)
($0.06)
Net income (loss) per share -
Diluted -
Non-GAAP
($0.29)
$0.15
$0.08
Net income (loss) per share -
continuing operations -
Diluted -
GAAP
($1.36)
($0.21)
$0.35
Net income (loss) per share -
continuing operations -
Diluted -
Non-GAAP
$0.49
Weighted average shares -
Diluted -
GAAP
21.2
21.6
22.4
Weighted average shares -
Diluted -
Non-GAAP
21.2
22.0
22.4


©
2010 Mercury Computer Systems, Inc.
www.mc.com
36
Adjusted EBITDA Reconciliation ($M)
Note:
All
historical
income
statement
figures
have
been
restated
for
operations
that
have
been
discontinued
subsequent
to
that
time.
Half Year Ended
Half Year Ended
Dec 31, 2008
Dec 31, 2009
Income from Operations
$0.5
$7.0
Other income / (expense)
(0.4)
0.6
Income Tax Expense
0.0
1.3
Net income from continuing operations
$0.1
$6.3
Stock-based compensation expense
3.5
2.0
Impairment
0.0
0.1
Interest Expense
1.8
0.2
Interest Income
(1.7)
(0.2)
Income Tax Expense
0.0
1.2
Restructuring
0.5
0.3
Amortization of acquired intangible assets
1.5
0.9
Depreciation
2.9
2.5
Adj EBITDA
$8.6
$13.3