Good day, everyone, and welcome to the Mercury Systems Third Quarter Fiscal 2025 Conference Call. Today's call is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to the company's Vice President of Investor Relations, Tyler Hojo. Please go ahead, Mr. Hojo.

Good afternoon, and thank you for joining us. With me today is our Chairman and Chief Executive Officer, Bill Ballhaus; and our Executive Vice President and CFO, Dave Farnsworth. If you have not received a copy of the earnings press release we issued earlier this afternoon, you can find it on our website at mrcy.com. The slide presentation that we will be referring to is posted on the Investor Relations section of the website under Events and Presentations. Turning to Slide 2 in the presentation, I'd 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 and free cash flow. 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 Chairman and CEO, Bill Ballhaus. Please turn to Slide 3.

Thanks, Tyler. Good afternoon. Thank you for joining our Q3 FY 2025 earnings call. We delivered solid results in Q3 that were once again in line with or ahead of our expectations, and I'm optimistic about our ongoing efforts to improve performance as we move through the fiscal year. Today, I'd like to cover three topics. First, some introductory comments on our business and results; second, an update on four priorities, delivering predictable performance, building a thriving growth engine, expanding margins and driving improved free cash flow; and third, performance expectations for FY '25 and longer term. Then, I'll turn it over to Dave, who will walk through our financial results in more detail. Before jumping in, I'd like to thank our customers for their collaborative partnership and the trust they put in Mercury to support their most critical programs. I'd also like to thank our Mercury team for their dedication and commitment to delivering mission critical processing at the edge. Please turn to Slide 4. Our Q3 results reinforce my confidence in our strategic positioning and our expectations to deliver predictable organic growth with expanding margins and robust free cash flow, bookings of $200 million and a trailing 12 month book to bill of 1.1. Revenue of $211 million and year-to-date revenue growth of 8.9% year-over-year. Adjusted EBITDA of $25 million and adjusted EBITDA margin of 11.7%, both up substantially year-over-year and free cash flow of $24 million, up $50 million year-over-year, resulting in $146 million of free cash flow over the last four quarters. We ended Q3 with $270 million of cash on hand. These results reflect continued progress in each of our four priority areas with highlights that include solid execution across our broad portfolio of production and development programs, backlog growth of 4% year-over-year, reduced operating…

Thank you, Bill. Our third quarter results reflect solid progress toward our goal of positioning the business to deliver predictable performance characterized by organic growth, expanding margins and robust free cash flow. There is still work to be done, but we are encouraged by the progress we have made and expect the fourth quarter fiscal 2025 revenue and adjusted EBITDA margins to improve over those in the first three quarters. With that, please turn to Slide 10, which details our third quarter results. Our bookings for the quarter were $200 million with a book to bill of 0.95. Our bookings on a trailing 12 month basis reflect a book to bill of 1.1. Our backlog of $1.34 billion is up $51 million or 4% year-over-year. Revenues for the third quarter were approximately $211 million up $3 million or 1.5% compared to prior year. Our revenues grew approximately $52 million or 8.9% on a year-to-date basis. Gross margin for the third quarter increased to 27% from 19.5% in the same quarter last year. As Bill previously noted, we expect to see an improvement in our gross margin performance over time as the average margin in our backlog improves. This is the result of our expectation that newer awards will be at targeted margins coupled with further expected progress toward completion of lower margin activities. Operating expenses decreased approximately $12 million year-over-year, primarily due to lower R&D expense and restructuring and other charges. These decreases were driven by the actions taken in fiscal 2024 and 2025 to improve our performance by consolidating and simplifying our operations and aligning our team composition with our increased production mix as we discussed last quarter. GAAP net loss and loss per share in the third quarter were approximately $19 million and $0.33 respectively as compared to…

Thanks, Dave. With that, operator, please proceed with the Q&A.

Absolutely, we will now begin the question-and-answer [Operator Instructions] And your first question comes from the line of Peter Arment with Baird. Peter, please go ahead.

Yeah. Thanks. Good afternoon, Bill, Dave, Tyler, nice results.

Thanks, David.

Hey. Bill, could you maybe give us a little bit of an update on LTAMDS, given just recent developments of that kind of program moving into kind of initial production? And I know that was always going to be considered one of your larger programs, as we get into kind of that production stage. So what's the latest on that?

Yeah. Thanks for asking the question. And we've talked about this before as one of the major programs that has -- that we worked our way through the development has tremendous potential for us in terms of long-term production. We're really pleased to see our customer achieve their significant milestone, which was critical to the program moving forward. And we continue to work with them to ramp up consistent with their schedule and their needs and are excited about the growth prospects for LTAMDs.

Okay. And then just maybe as my follow-up, Dave, could you just maybe just give us a little more color on the increase in deferred? I know you guys have made a lot of progress on unbilled receivables and that's been great to see, but just how do we think about the deferred revenues kind of jumping the way it's been over the last few quarters?

Yeah. I think Peter goes back to and we've talked about really focused on the terms that we have with our customers and being in a position where we can set milestones we go and as long as we're achieving those milestones, we have solid payment terms associated with that. So we've been getting through those milestones on schedule and the payments result. And again, one of the things we've talked about in the past and you see this in our inventory is, where customers will come and say, hey, we'd like you to go buy a bunch of end of life components for us, so we can have production for several years and not have to worry about it. And we say, we're absolutely willing to do that and they're willing to pay us to do that upfront, so that we can go out and get those things and have them in stock for them. So you see a little bit of inventories pick up because of that, but at the same time the deferred payments that offset that.

Got it. I'll jump back in queue. Thanks guys.

Okay. Thanks, Peter.

And your next question comes from the line of Michael Ciarmoli with Truist Securities. Michael, please go ahead.

Hey. Good evening, guys. Thanks for taking the question. Nice results. Maybe just really good free cash flow performance, Dave, what sort of the optimal net working capital level as a percent of revenues and as you're kind of continuously driving or taking out costs and improving efficiencies, is anything changing with your expectation of free cash conversion?

Yeah. No, Mike, thanks for the comments starting out. No, we've looked at it and we've talked about kind of ultimately looking at a 50% free cash flow conversion from EBITDA and that still makes sense to us. I mean, we're running significantly ahead of that, as you said, because we're bringing down our working capital to a more level that would be commensurate with our business. And as we've talked about, we were as high as the 70% plus of revenue. That's just not the right model for this business where we're down in the low 50% now and still have room to go. We've talked about a model in the future kind of in an ideal world. We'd love to get to 30% or 35%, but more 35 to 40% is probably the right range for us. So we have rough to go as Bill and I have both said before and we're going to continue to work on that.

Got it. That's helpful. And just a follow-up, does this low margin backlog that you're burning off, does that drag continue or have an impact as we start fiscal ’26 or should we think of the, EBITDA margins you're going to generate in the fourth quarter as sort of a launching point for ‘26?

Yeah. I think the way I would think about it is, every quarter we've been -- as we've talked about, we've been adding new bookings that are at our targeted margins are better. So higher than what the existing margin in backlog is and we're burning off those lower margin things. It's not a binary activity that all of a sudden it's going to jump in one quarter to the final number. It's going to go gradually up there over time. So I would not think of it as, hey, we're going to wake up one morning and it's going to be completely different. It's going to gradually move up and Bill has talked about approaching that line over time.

Got it. Helpful. I'll jump back in the queue. Thanks, guys.

Okay. Thanks, Mike (ph).

And your next question comes from the line of Seth Seifman with JPMorgan. Seth, please go ahead.

Hi, good afternoon. This is Rockwell on for Seth. Was the revenue stepped down sequentially due to the pull forward into Q2?

Yeah. We talked about it last quarter that our focus on accelerated deliveries for customers trying to get the benefits of our technology into their hands sooner. We've been really focused on the operations of the business and we had a significant pull forward from Q3 into Q2. I think we characterized it as around $30 million. And so, in thinking about the Q3 revenue, I think there's an opportunity to think about it as normalized for that pull forward. And then for our full year commentary, as we indicated, our expectations for the full year remain the same. The timing profile within the year shifting to the left because of the acceleration of deliveries.

Right. So that acceleration of deliveries is what's driving the flat revenue year-over-year in Q4 that's implied, which would be a deceleration versus the first half?

Correct. Consistent with our prior expectations.

Great. Thank you.

And your next question comes from the line of Pete Skibitski with Alembic Global. Pete, please go ahead.

Yeah. Good evening, guys. Nice quarter.

Hey, Pete.

Yeah. Bill, maybe to follow-up on Mike's question, just you guys mentioned the 12 month trailing bookings were greater than 80% production. I'm just wondering, if we switch to revenue, what's the revenue split development versus production this year? And how do you expect that changes in fiscal ‘26?

Yeah. We haven't talked about the split out of the revenue that way. Suffice it to say that, over time, it follows our bookings for sure. So we expect it to continue moving in that direction, but we haven't broken out for -- in our financials exactly how much of the revenue is production versus development. But definitely, you should look at the bookings as an indicator.

Okay. And then just one follow-up. If I look at the 10-Q and some of your revenue by program area, the radar area has really grown nicely year-to-date for the first three quarters. Some of the other areas like electronic warfare, C4I, they still seem to be kind of sort of flattish, I guess. Is there anything going on that is driving that improved radar performance revenue wise and it's causing the other couple of areas to kind of lag?

Yeah. And we've talked about before the -- when we talked about some of the significant adjustments that we saw in the QEM (ph) catch up on EACs that a large piece of that was in that radar area. And that had to do with some of our common processing architecture activities. And that now you're seeing that's not as big an impact that was a negative. So that was naturally going to rise. That's if you think about the programs we have and we don't talk about the individual programs and how much revenue they are, but you guys have a good sense of the programs, we're working on and which ones are in that radar area. So it'll give you an idea of what's driving that.

Okay. Yeah. To compliment that, I'm just wondering why the others seem to be kind of lagging a bit?

Yeah, I think there is not so much lagging. There is a little bit of timing involved in some of those things. So -- and again, remember, we're in a situation where we've been very cognizant of ensuring that materials just in time and we've talked about, you'll see some as we go up that curve a little bit slower than we have in the past, some timing impact in some of those areas. But overarching, the revenue will be identical for the programs, just a little bit of a different timing situation.

Okay. Sounds great. Thank you.

Yes. Thanks, Pete.

And your next question comes from the line of Ken Herbert with RBC Capital Markets. Ken, please go ahead.

Yeah. Hi, good afternoon, everybody.

Hi, Ken.

Yeah. Maybe Bill or Dave, you called out $40 million I think of production contracts for the common processing architecture in the quarter. Just to help put that in context, can you talk about maybe what sort of how did that trend across through the first through third quarters? Was that a relatively high number that you called it out? And then maybe if you can, what percent of the backlog or does the CPA represent or can you give any sort of scale as to how that is represented in the backlog?

Yeah. No, thanks for the question, Ken. I don't think we've given specifics on the magnitude of the backlog associated with CPA. I will point out though that we referenced early in the year some strategic wins, good sized wins, along with the wins that we discussed on this call, which has added pretty substantially to our backlog in that area. And of course, we feel very good about that. It's an area where we see demand. We have differentiation. We added to the differentiation this quarter with the acquisition of Star Labs. So, we're feeling really good about the progression associated with CPA.

I would add that, although, we don't break out the allocation of our bookings in to the individual kind of categories and we have pointed out in the past when there is been a significant booking that was impactful to the backlog in that area. So the fact that we pointed out that $40 million is an indication that it's impactful that that's significant.

Yeah.

That's helpful. Thanks. And I know it's been over the last few quarters, you've been able to call out some nice share gains on some specific, recompetes or new wins. Can you give any commentary on the competitive landscape maybe and how you see the opportunity to maybe outgrow the industry here in these areas, especially, with what looks like to be a host of new program starts coming out of the DoD as part of the maybe the '25 supplemental or into '26?

Yeah. I mean, those dynamics are still shaping up. But I think in general, we feel pretty good about the tailwinds at least as they've been discussed to date and more specific to us. I think we feel well positioned. I think it's backed up by our LTM book to bill of 1.1. Already in this quarter, we had some nice wins in a volume of awards that in the first month of the quarter is the highest that we've seen in any quarter in our history. I don't want to make too much of that because the first month of a quarter is usually a low volume month, but we did have a good month of April and feel good about where we sit in some of those tailwinds.

Great. Thank you very much. I'll pass it back there.

Okay. Thank you.

And your next question comes from the line of Conor Walters with Jefferies. Connor, please go ahead.

Hi, guys. Thanks so much for taking the question and..

Hey, Conor.

On the quarter. Hey, Bill and Tom. Yes. So maybe on the EBITDA margins approaching mid-teens for Q4, it's a nice sequential step up. I was hoping to dive into that a little bit. You previously pointed to some OpEx, mainly SG&A, steadily rising, which we're seeing. But maybe on the gross margin level, things have been a little bit flattish quarter-over-quarter despite the EAC improvement. So I was hoping on like you guys could provide some color on how to think about that progression into Q4 and to what degree we can think of that as a fair launching point in 2026.

I mean, I can take a cut at it and then Dave can jump in. At least for us, in terms of our path to our targeted margins, which we discussed in the low to mid-20s, it's now really clear what the drivers of that progression are. And it's the two things that we've mentioned. It's this dynamic associated with our backlog margin and how that's improving over time as we burn down the low margin and replace with bookings that are at or above our targeted margins. And again, in Q3, the margin associated with the bookings that we brought in, in the quarter were at or above our targeted margins. And Dave, I think we would say, in very strong relative to the last several quarters. So we feel very good about how that dynamic is playing out. And in Q4, what I think you're seeing is those two things that plus the operating leverage associated with our OpEx being sort of in the zip code of where we think it needs to be, all starting to play out. And hopefully that gives a sense of the timing and the progression of how the backlog margin dynamic is starting to play out in conjunction with the operating leverage. And that's really what's driving the Q4 expectations.

Yeah. And I would just echo what Bill said, when you look at EBITDA and the expectations that Bill outlined for EBITDA, it is a function largely of exactly those two things and we've made the progress on the op expense (ph) and you can see that in our financials and you've seen that as we've gone through the year. And at the same time, again, every quarter that we're making more progress as we both finish off or get to the lower levels on some of the lower margin activities and we're adding to our backlog at higher margins. So that backlog margin is increasing and we expect to see that start playing out. As I said earlier, it'll play out over time. But we do expect to see benefit from both of those things in the fourth quarter to benefit the EBITDA.

Okay. That's great. Thanks so much. I'll leave it there.

Okay. Thanks, Connor.

And your next question comes from the line of Noah Poponak with Goldman Sachs. Noah, please go ahead.

Hey. Good evening, everyone.

Hey, good evening, Noah.

Can you grow free cash flow full year 2026 versus 2025?

Yeah. It's a good question. The way we're thinking about cash in 2026 is continuing to as we think about, in general, as we go forward, we're not providing any color or guidance around 2026. But I think I would talk to the longer term model that Bill had talked about in his remarks is, we expect to get to a point where there's a kind of a recurring 50% of EBITDA, cash flow and we expect to continue as we go through time until we get to the right working capital level to reduce working capital. I think as Bill talked about, when we get to -- at the end of next quarter, we'll have a little more color around FY ‘26. But right now, we're just focused on getting through this year and completing strong and then working towards the model that we've talked about.

Yeah. And I think there's two pieces to coming up with the answer to that question. One is, our kind of our steady state free cash flow conversion that we think we can deliver and Dave spoke to that earlier around 50% and we feel good about how we're honing in to that part of the model. And then I think the other contributor is the cash that's still available to be freed up off of our balance sheet driving towards the working capital targets that Dave mentioned. And we still see a really good opportunity on that front. So it'll be a matter of how those two things play together in ‘26. And as I said earlier, I look forward to coming back in our next call and giving some commentary on how we think ‘26 is going to shape up.

Okay. Great. So the framework is sort of directionally 50% of EBITDA and then, it sounds like multiple years still of improving working capital. So, that can be lumpy. So we'll sort of just see how that layers on top.

Yes, sir. And I think you could look at the progression that we've made and the timing associated with that and that can inform a view of what's left to go and the time associated with it.

Okay. Excellent. In terms of the burning out of the backlog, the older legacy lower margin contracts. What's the time frame in the future at which that is close to entirely gone from your revenue?

Yeah. I mean, if I were to just think about the answer to that question from a math standpoint, I would think about our commentary on the backlog at the end of FY ’24 being lower than what we expect to see on a go forward basis and the timing for that aggregate backlog to burn off and the number of quarters it would take for it to be replaced by the bookings that since we made that comment have been in line with what we expect to be our targeted margin profile associated with the EBITDA margin profile we've discussed of low to mid-20s. So I think you can create an estimate for what that timeframe looks like based on our duration and the commentary at the end of FY ‘24.

Okay. That makes a lot of sense. And again…

And as you said, it's a matter of several quarters where that will play out. And the good news is, we're seeing that progression happen.

Okay. Great. And just last thing related, how do you define, bringing new work into the backlog at a higher margin? Obviously, the simple definition is it has a higher margin. But over time, everything you bring into the backlog has an assumed margin and then that can change over time based on cost and execution. So I was just curious to hear you talk about how you're defining that if it's just purely the initial price cost assumptions or if it's also, some version of conservatism or something else in the assumptions you make on the front end versus what's happened in the past?

Yeah. So when you think about how companies in our business and the aerospace and defense kind of business think about these things. So, you propose, you bid, you negotiate, you get awarded and then you go through a startup process. And in that startup process, you review the risk opportunity set around programs and you establish this is what I'm going to start at, in terms of a margin rate. And so, we put a great deal of additional rigor around that process in the last 12 or 18 months since we started. So it's reflective of that startup process, which is taking into account the risk and opportunities and how we're going to work through them. So, it's not, we won this and we bid X-ray. It's what we believe when we line up the program and go through that analysis and pressure test that as to what we use as the backlog margin.

I understand. Okay. Thank you so much.

Okay. Thank you.

And your next question comes from the line of Jonathan Ho with William Blair. Jonathan, please go ahead.

Hi. This is Garrett Berkham on for Jonathan Ho. Thanks for taking my question. Just the book to bill ratio dipping below one this quarter. Can you just help us understand why that is? And it looks like it's been trending lower, for two quarters in a row now. So, maybe just some color on why that's happening?

Yeah. I think the timing of bookings can move around a little bit. So I don't get too hung up on it on a quarter-by-quarter basis. And that's why we're really pointing at the LTM book to bill of 1.1, which we think is in a good zip code. Also look at the quality of the bookings and we've talked about production versus development mix. And also this quarter, the margin at which we brought those bookings in that we feel very good about. And as I said in Q4, we're off to a really good start with a lot of activity already had some new awards, some of which that slipped out of Q3 into early Q4, which can also help inform a view of like an adjusted book to bill for the quarter. So we feel great about our position, feel really good about our pipeline, the activity in Q4 and all-in-all good about the bookings performance in Q3.

Okay. Got it. Makes sense. And then maybe just on the macro environment, is there anything notable to call out there? And particularly are you seeing any disruption, from the federal space from DOGE at all?

Not so much a disruption associated with DOGE. I'm sure that our customers' customers are dealing with some dynamics associated with that. But I think we're focused on the macros that early on sound like a growing overall defense budget. What we think is a constructive mix adjustment, specifically, away from services and into acquiring technologies and capabilities, there are some systems and priorities that have been discussed and in executive orders like Golden Dome, where our technology is right at the center of some of the existing systems. And so, we feel really good about the opportunity to participate there. So all-in-all, as we step back and look at those dynamics, I'd say, for me personally, I have a positive overall bias on those dynamics and the tailwinds that they present.

Got it. Thank you.

[Operator Instructions] And your next question comes from the line of Pete Skibitski again from Alembic Global. Pete, please go ahead.

Yeah. Thanks, guys. Hey, the question guys we've been asking everyone, but didn't ask you yet. Tariffs, any just because of your commercial chip supply chain, have you seen -- are you do you expect to see any impact from the tariffs?

Yeah. Certainly no material impact in FY ‘25. And when we look at country exposure, we don't see any direct impact from tariffs on China or Mexico or Canada. There are a number of exclusions to your point that apply to a significant piece of our bill material. So like everybody else, we're monitoring the situation and paying attention to it. But at this point, we feel like we feel good about where we sit relative to tariff exposure.

Okay. And that's both from a cost perspective, but also just from a sourcing perspective, you think sourcing will be okay?

I think from a sourcing standpoint, yes. And also from a cost perspective, we have a number of different ways that we can address any potential cost impacts that may emerge associated with tariffs.

Okay. Thank you.

Mr. Ballhaus, it appears there are no further questions. Therefore, I would like to turn the call back over to you for any closing remarks.

Okay. Well, thank you very much, and I appreciate everybody joining the call this evening, and I look forward to our next update next quarter. Thank you very much.

That concludes today's call. You may now disconnect.