Good day, everyone, and welcome to the Mercury Systems Fourth Quarter Fiscal 2025 Conference Call. Today's call is being recorded. At this time, for opening remarks and introduction, I'd 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 referencing 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, and good afternoon. Thank you for joining our Q4 and FY '25 earnings call. We delivered very strong results in Q4 that were once again in line with or ahead of our expectations, resulting in solid FY '25 year-over-year growth in backlog, revenue, adjusted EBITDA and free cash flow. Today, I'd like to cover 3 topics: first, some introductory comments on our business and results; second, an update on our 4 priorities, performance excellence, building a thriving growth engine, expanding margins and driving improved free cash flow; and third, performance expectations for FY '26 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 Q4 and full year results reflect our expectation to deliver robust organic growth with expanding margins and positive free cash flow. Record quarterly bookings of $342 million and a 1.25 book-to-bill, resulting in a record backlog of $1.4 billion. Q4 revenue of $273 million, up 9.9% year-over-year, and full year revenue of $912 million, up 9.2% year-over-year. Q4 adjusted EBITDA of $51 million and adjusted EBITDA margin of 18.8%. Full year EBITDA of $119 million and adjusted EBITDA margin of 13.1%, all up substantially year-over-year. And free cash flow of $34 million, resulting in record full year free cash flow of $119 million. We ended Q4 with $309 million of cash on hand. These results reflect ongoing focus on our 4 priority areas with highlights that include solid execution across our broad…

Thank you, Bill. Our fourth quarter results reflect solid progress toward our goal of positioning the business to deliver performance excellence, characterized by organic growth, expanding margins and robust free cash flow. We still have work to do, but we are encouraged by the progress we have made and expect to continue this momentum in fiscal '26. With that, please turn to Slide 10, which details our fourth quarter results. Our bookings for the quarter were $342 million, up $57 million or 20% year-over-year with a book-to-bill of 1.25. Our backlog of $1.4 billion is up $79 million or 6% year-over-year. Revenues for the fourth quarter were $273 million, up approximately $25 million or 9.9% compared to the prior year. During the fourth quarter, we were able to accelerate customer deliveries worth approximately $30 million of revenue from fiscal '26 into the fourth quarter. Gross margin for the fourth quarter increased approximately 160 basis points to 31% as compared to the same quarter last year. Gross margin improvement during the fourth quarter was primarily driven by favorable program mix and a reduction in net EAC change impacts of approximately $5 million or 51% year-over-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 through our continued focus on building a thriving growth engine, coupled with further expected progress toward completion of lower-margin activities. Operating expenses decreased approximately $20 million or 25% year-over-year. The decrease was primarily driven by the actions taken in fiscal '24 and '25 to improve our performance by simplifying, automating and optimizing our operations and aligning our team composition with our increased production mix, as we previously discussed. GAAP net income and earnings per share in the fourth quarter were approximately…

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

[Operator Instructions] Your first question comes from the line of Peter Arment with Baird.

Nice results. Bill, can I ask a question regarding the factory capacity that's being allocated to programs tied to the unbilled receivables. Does that really -- does that wash out of the system when we think about fiscal '26? Or how do you handicap that?

Yes. I mean, it's hard for us to be real precise on the timing, but I think we're working ourselves into a time period where that won't be something that we talk about with respect to our organic growth. In '26, as Dave and I have discussed, we think we still have pretty significant room to improve on net working capital. We made great progress in '24 and '25. We expect to make good progress in '26. A piece of that will come from burning down the programs with the unbilled balances. And of course, as we push those through the factory, it's good for free cash flow, but it doesn't help with revenue. It's very little impact on revenue. So I don't -- without being too precise about it, I think we get significantly through this headwind as we work our way through '26.

Great. That's very clear. And just regarding the net working capital comment, Dave mentioned, I think you guys peaked at 72% of sales now down to 49%. Is there a way to think about what should be a normalized level for a business like Mercury?

Yes. I think -- Peter, this is Dave. I think we've pretty consistently said, depending on the mix of business, that could be in the 35% range. And as we think longer term, that's still kind of our target to go and continue to attack that. And bringing it down -- and we're down $200 or so million that obviously, the next dollar gets harder than the previous dollar, but we still feel we have room to run in that direction.

Your next question comes from the line of Ken Herbert with RBC Capital Markets.

Yes, Bill or Dave, maybe as you think about the pull-forward of the revenues from, it sounds like, first half '26 into the fourth quarter, can you maybe elaborate on what's behind that? Because it's obviously the second or third quarter of this year, you've been able to do this. Is it just better execution? Is it maybe customers really sort of pushing things to go faster? I'm just trying to get a sense as to sort of repeatability of this, if that makes sense, because obviously, it's a really nice surprise and reflects certainly well on the execution.

Yes. I mean, first of all, we're really happy with the performance in Q4. If you just go top to bottom with record quarterly bookings, our revenue was the second highest revenue quarter that we've had in the company's history. What drove that was a large percentage of point-in-time revenue, which implies delivery. And so, what we're -- underneath the hood, what we're doing in order to accelerate these deliveries is work through our supply chain and our factory capacity to look at what in our expanding and record backlog we can pull forward into current periods and try and accelerate deliveries for our customers because the reality is, they want the benefits of our technologies into their programs and into their customers' hands as fast as we can get it there. So that's what we're working on. I think where we are right now with the magnitude of what we pulled into Q4, which, again, we think is a very good thing because it's demonstrating performance that's getting really close to our target profile when you think about organic growth and margins and free cash flow conversion. Now, we're working through, okay, with the impact to the first half and what were originally planned deliveries that are now -- we're now in Q4, working through the same constraints. And so, that's working through our supply chain, looking at kits that are ready to approach the factory floor, where are we short, how can we work those shortages so that we can complete kits, accelerate deliveries, et cetera. I mean, that's literally the process that we've been going through. I think the good news is, we've demonstrated in FY '25, the ability to build and execute that muscle. And you saw in multiple quarters that we're able to continue to pull forward, and as a result, took an outlook that was low-single digits for the year and converted it into high-single digits, almost double digits for the year. So we're executing those same muscles again in FY '26. Obviously, in the color commentary around '26, we haven't accounted for any accelerations within the year or into the year from FY '27, but we are working on that every day. And as we make progress, as we put those plans in place and as we execute those plans, we'll continue to update our commentary as we move through the year.

Great. And if I could, just a quick follow-up on the bookings in the quarter. You obviously continue to call out that they are supportive of sort of the longer-term margin targets. Can you give any more granularity in terms of where you're seeing the bookings in terms of maybe capabilities, how many are with the CPA and what you're seeing in terms of real demand on -- from a booking standpoint?

Well, I think, in just the small number of select bookings that we referred to on the call, you can see a pretty good distribution across end markets, a mix of production with some development awards that we think have the potential to lead to really significant future scale on those new developments, so I think a good mix of bookings and a good representation of the health of our end markets. On the margin point that you mentioned, I feel really good about the progress that we made. So we talked about the status of our backlog margin, where it sat at the end of FY '24, the fact that we expected it to come up over time as we burn down the lower margin and replace it with bookings that are in line with our targeted margin. We've done that for 4 quarters. And so, we feel very good about that. And when we look at sort of the rest of the runway, we haven't been specific about the timing as to when that transition would complete itself. But we've -- if you do the math on our backlog duration, it clearly wasn't going to happen in a year, and it's not going to take 3 years. It's somewhere in between. And I think as we get toward the end of FY '26, we should have a very crisp picture of where we are in completing that transition and be able to give, I think, a more precise update.

Yes. And Ken, this is Dave. I would add, with specific reference to your question on the bookings around the common processing architecture, we did note in our remarks that 2 of the bookings that came in in the quarter for $36.9 million were related to common processing architecture, adding more to our backlog in that area.

Your next question comes from the line of Pete Skibitski with Alembic Global.

Yes. Really nice quarter, guys. Maybe just to beat the drum more on the unbilled receivables just because, Bill, you mentioned that they've declined really nicely, and you talked about it accelerating to $30 million in the quarter, so you can do quick turnaround stuff. So I just wanted to understand better why the balance of these unbilled programs are sort of giving you schedule risk and why they're taking up so much capacity. So are they basically all integrated subsystems as opposed to components? Is that why they're kind of taking longer and taking up more capacity?

Well, I think it's a couple of things. One is some of those programs are what we talked about over the last couple of years, development programs that transitioned into production, et cetera. But I think the main point is that with the programs that have some of the larger unbilled balances, when they consume factory capacity to move out the door, we're able to deliver invoice and collect cash, but most of the revenue on those programs have been recognized. So there's very little incremental revenue that comes with it. That's the main point that we're trying to get across. So, as we have to allocate capacity to these programs, we get the benefit of the free cash flow, but we don't get significant revenue impact because a lot of the revenue has been previously recognized in those programs, and it's what drives those unbilled balances.

And I would add that when you look at those programs, they're largely older programs that were bid and contracted before we were really focused on the terms we have around these contracts. So that's why the unbilled balances build up as well because we weren't billing and collecting along the way as we are now. You can see examples of how that's changed in our deferred revenue buildup, for instance. But those older contracts, as Bill said, didn't have that. So they have a larger unbilled balances. We have to complete the contracts in order to get there.

Yes. So Pete, hopefully, that addresses the question. But if not, please follow up.

Sure. And just one follow-up on that point. Just your '26 free cash guide, you're just speaking to kind of positive free cash flow. It seems like if you're dedicating capacity to these unbilled programs that aren't going to generate revenue, it seems like your free cash conversion should be really strong. Maybe -- I mean, you did 1x this year, right? So it seems like with more to go on the unbilled that you would be in that neighborhood. Is that the right way to think about it?

Yes. I think the way we're putting it is we expect to be positive. This is a business that should be generating positive cash. And we have a couple of things that are working for us, of course, like you just said. We did accelerate a significant amount of cash into Q4. We expected to be about breakeven, and we were $30-plus million ahead of that. And so, that's a little bit of a challenge early on in the year. And at the same time, as I said, we have a significant deferred revenue balance, which is cash we've collected in advance already. So we'll be working that off over time. We expect to continue building it up, but it's dependent on the terms we can negotiate with our customers. So more to come as we go through the year on that. But for now, I think that's the way we're looking at it is we expect to be positive.

Yes. I mean, there's no mystery to those moving pieces. It starts with the 50% free cash flow conversion, and there's what we free up off the balance sheet. If there's anything we accelerated into a prior period, then that would be impacted. So I think, Pete, you're thinking about it consistent with how we're thinking about it.

Your next question comes from the line of Seth Seifman with JPMorgan.

So, on -- I guess, 2 questions about margin. Given that you talked about the average margin in the backlog kind of driving this 31% gross margin that we saw in the quarter, is there any reason that the margin should step back down into the 20s going forward? And then, on the OpEx, very low levels of SG&A and R&D as a percentage of sales. How do we think about these Q4 run rates in dollars and what they imply for next year?

Yes. This is Dave. I'll start with that. As we go through, and over time, yes, we expect our gross margins to increase as our margin and backlog increases. Does that mean that there couldn't be a single event in a quarter that might change it slightly? I would never say it could -- it's impossible for it to go down. But over the year, over the longer term, we expect it to continue to increase, so from that standpoint, Seth. The other thing on -- when you look at operating expense, you see a significant decline in operating expense year-over-year in the fourth quarter and year-over-year in the aggregate. I would note that a couple of things in the year-over-year and in the fourth quarter, when you look, you see a decline in restructuring. So that's not impacting EBITDA, obviously, but you can see that, that went from $20 million a change last year versus this year and $20 million difference. And then, if you look at some of the notes, you can see there was a significant difference in the SG&A in the fourth quarter. But when you -- I consider that consistent with last year, the difference is all in stock-based comp, which again doesn't impact EBITDA. I think I would say from an SG&A standpoint, we feel like we're in the right range, as we've said a few times. I think that if you look at our R&D in the fourth quarter, I think that was a little bit lower than we expect to be on a run rate basis. I think Bill has talked about the level we saw kind of as we were going through the balance of the year is about the level we expect to see, give or take, depending on what contract activities we're working on in a given period. Bill, if you have any...

I'd just wrap it up by saying I think we're in the right ZIP code for the near term in our OpEx. And it's a result of the things that we've talked about over the last couple of years and really streamlining our organization and focusing in areas like IRAD, for instance. So I feel like we're in the right ZIP code for the near term, and that's really a good place for us to be to start generating more operating leverage as we start to scale.

Your next question comes from the line of Jonathan Ho with William Blair.

Congrats on the strong results. Just given your strong next 12 months backlog, I just wanted to understand sort of the rationale behind not providing sort of annual guidance. And where do you maybe see the most potential for uncertainty? Or what's giving you pause, just given the framework that you've laid out?

Yes. I think with respect to our commentary on the outlook for the year, obviously, we said we didn't account for any acceleration of deliveries within the year or into the year. And in FY '25, we demonstrated that we're focused on doing that, and we were successful in doing it. But given that we just recently accelerated $30 million, which is a pretty significant amount of deliveries into Q4, we're still working our way through the constraints on accelerating deliveries within the year. And we're working that. We're working it every day and going through risks and opportunities and trying to identify the choke point. So I wouldn't say there are any concerns there. It's just a matter of working through those plans. We're trying to address the constraints and figure out what we will be able to accelerate in the year. And at the same time, with respect to the market and conversations that we're having with our customers, I would say that those are all very positive. I mean, when you consider the overall outlook and the size of the defense budgets and the allocation -- increased allocation toward acquisition of technology and capabilities, you look at some of the executive orders that are focused on the use of commercial technology, which is right in our wheelhouse, the executive orders around Golden Dome, and then what's happening with European defense budgets, and you can see in our K how our international operations has really grown over the last 12 months, we feel great about those tailwinds. The conversations that we're having with our customers across our business, where there's interest in additional quantities, looking for ways to accelerate, identify production and capacity constraints. So those all feel like very positive tailwinds. But until they get quantified and until we see those conversations translate into bookings, it's really hard for us to pull that into our outlook and be definitive about it. But like we did last year, we'll go through the year. We'll work on the accelerations. We'll convert the bookings. And as we work through the year, we'll continue to provide an update.

Got it. And just as a quick follow-up and building on the question, I just wanted to understand your thoughts around design win cadence and the pipeline progression, particularly around areas like Golden Dome and the new budget. How do we sort of see that playing out over the course of the year? And do you need these design wins ahead of sort of bookings programs to sort of accelerate the business?

Well, interestingly, I think some of the bigger opportunities that we're talking about in terms of near-term volume is actually on existing programs that could fit within a Golden Dome type architecture. That wouldn't look like a design win, but it would look like an increase in quantity or an acceleration of delivery. So I'd say that that's one point to the response. But I'd say, secondly, since we've stood up our Advanced Concepts group, over the last year, we've really tightened up our focus on the next set of developments and next-generation technologies and design wins that can expand our footprint and really drive and accelerate our growth beyond our current portfolio. So I think those are the 2 things that we're really focused on. But I think the near-term opportunities that could really drive volume are more tied to existing customer relationships and existing systems where we have a footprint.

Your next question comes from the line of Conor Walters with Jefferies.

Congrats on the great quarter. I wanted to circle back on margins. Curious what played out better than anticipated in Q4, given the earlier commentary, it was pointing to something nearing the mid-teens. And then, hoping you could offer some puts and takes as we think about that deceleration to the low-double-digit range in the first half of '26. Now that OpEx is in the right ballpark, you're executing well on the [ ACs ], is this just a read on program mix that's expected to come down the pipeline?

Yes. So 2 things. Certainly, the increased volume because of the pull-in helped us with our operating leverage because as you saw, OpEx didn't -- wasn't going to grow because of that. And there definitely was a mix phenomenon going on there. As Bill talked about, we were able to accelerate $30 million worth of activity that was a higher mix of higher-margin activity. So those things impacted us in Q4 and drove us to that higher-than-expectation EBITDA margin rate.

Great. And maybe just one more. CapEx took a step back this year. How should we be thinking about that in '26 and beyond as you continue to invest in additional automation across the facility footprint?

Yes. I think there might be an opportunity for it to tick up a little bit in '26, just tied to any investments we make to further automate or down the road that we make to really accelerate our capacity and ability to accelerate deliveries. But I see tick-up. I don't see anything at this point that would be significant.

Your next question comes from the line of Sam Struhsaker with Truist Securities.

Nice quarter. On for Mike Ciarmoli this evening. I guess, just kind of circling back, I'm curious what operational improvement levers do you guys have left to pull if any? I don't know if you guys are thinking about maybe any more facility consolidation, just anything on that front? And kind of building off of that, how should we think about potential operational improvement versus the lower-margin backlog working out of the system in terms of the margin expansion profile going forward?

Yes. I think as we think about the drivers of our margin going forward, there's 3 pieces to it. One is the backlog margin that we talked about. The second is continuing to drive efficiencies and to automate and to streamline our operations. And the third is the positive operating leverage that we get with increased volume. I'd say we're focused on all 3. The backlog margin is progressing and playing out the way we thought. And I think the fourth quarter is a great illustration that when we deliver a higher mix of higher- margin backlog, it's math, it translates into better EBITDA margins. So, as we move through '26, and we're seeing a little bit in '26 of a higher mix of lower-margin programs working their way through in '26. I think Q4 showed what happens when we have less low-margin mix, more high-margin mix that all flows through to higher EBITDA margin. So we're focused on continuing that progression. And then, we said it before in prior calls, we'll work for -- continuously for the rest of our lives on driving efficiency into the organization, and then it becomes a decision around what we do with those efficiencies, either to create additional capacity for innovation, investment, et cetera. But that's something that we'll work on continuously and will never be done.

Got it. That's great. And I guess, if I could just sneak in one more. You guys spoke to a couple of noteworthy contracts in the quarter in the backlog. But could you maybe just give us a little more detail sort of on where you're seeing the most demand, either by sort of general product category or even end market kind of land air, where you're seeing that? And then, I guess, obviously, international has been doing well, but if you have any additional color there, that would be great, too.

Yes, I guess you can see in the K where we're growing by customer and by segment. And that does move around quarter-to-quarter. And sometimes it's just driven by mix and program activity in the current period. But I will say that across our business right now, we are engaged in conversations that look like increased production quantities and acceleration and questions from our customers and primes around providing rough order of magnitude bids if we were to accelerate or increase production. And it's tied to our domestic primes, and it's across their land, sea space. And we're also seeing it with the European primes as well. Now, again, until those conversations manifest into bookings, it's really hard to put any certainty into our outlook, but those conversations are happening. And again, we feel very good about the market and the tailwinds in the market going forward.

Your next question comes from the line of Noah Poponak with Goldman Sachs.

Just thinking about the pacing -- the quarterly pacing on the top line from here, I hear you on the relatively flat in the first half and identifying the $30 million of pull-forward into 4Q from 1Q. I guess, $30 million on a flat year, just as a starting point, so if I was using 1Q '25 revenue, it would be 15% of revenue. And so, to grow -- I guess, to get back to flat, you'd have to be growing 15%, excluding any other -- all else equal, if there was no other movement in revenue. So is 1Q down and then 2Q is up to get you to flat for the first half? Or am I missing something in that thinking?

I think without getting too specific or caught up in quarter-to-quarter, we're thinking relatively flat for the first half. I think that's the simplest way to articulate our commentary.

Okay. Fair enough. On the margin commentary, and maybe this is also splitting hairs too much, but I guess calling it approaching mid- teens, I would interpret as you're still working your way up towards mid-teens. And you just finished a year 13.1%, and you've talked about not needing that much more time to be at the longer-term framework. So I guess, help me think through how '26 progresses versus '25, and then to, what extent does '27 achieve the low to mid-20s versus it needs more time than that?

Yes. I think if I step back and don't get too caught up in the quarter-to-quarter movements, and I think about the $30 million -- approximately $30 million in '15 that we really just time shifted to the left, if I looked at the math, if that didn't happen, I think it shows a progression of growth rates on the top line and a progression of margins that looks a little bit different than after we pulled it forward and then with the commentary that we gave. And I mean, we could all stand up at a whiteboard and do that math, but I think the math is pretty self-evident that at least on the top line, a mid-single-digit growth rate in '25, leading to a high-single-digit growth rate in '26 would be impacted by the shift of $30 million from '26 into '25. And I think that's part of the phenomenon in our outlook, and it also applies to margins. So I don't think I need to do the math for anybody, but at least that's how I think about it.

I understand. On Golden Dome, any ability to frame what that could mean to Mercury on a run rate basis? And I guess, given the time frame they've talked about for fully operational, when do you think they'll start to make awards?

Great questions. I think if I take just a step back, in order to deliver capabilities on the time frame that has been discussed, I would think that largely those capabilities would be derived from existing systems that make up different layers of what a Golden Dome architecture can look at. And as we look at those layers and the existing systems today, we really like our footprint. And so, there is an opportunity, we think, for us to see an acceleration of deliveries on existing programs and increases in quantities. When that happens, for me right now, it's TBD, and that's why we've been pretty clear that in our FY '26 outlook, which ends next -- end of next June, we're not incorporating any impact from Golden Dome-driven acceleration of deliveries. So we'll see how it plays out, and we'll make sure to keep everybody informed.

Okay. Last thing, Dave, is there a way to frame where normal unbilled receivables should be in dollars or as a percentage of revenue? And then, why are you building deferred revenue? What is the contracting mechanism that's driving that?

Yes. So the way to think about -- give you an example for deferred revenue that maybe it will help, and we've talked about this before. Customer comes in and says, hey, I want you to go buy all the end-of-life components for these programs so that we can order for the next 5 years. And I want you to hold those in inventory or as -- on your balance sheet. And they say -- and we say to them, okay, we're willing to do that. Good deal for us, right, because we want to guarantee that production for the next 5 years. And we say, but oh, by the way, we'd like you to pay us now for that. And so they'll pay us upfront in advance of us placing -- so we can go place the orders in advance of those things coming in. So you would see that creates itself as a deferred revenue asset, meaning we've got the cash. We have something we need to do in the future. And so, that impacts us significantly, can be long lead, can be end of life, either one of those things. And that's what we've seen really go up where we've asked customers rather than putting it on our balance sheet, we've said, hey, can you pay us for that? And they've been receptive to that. That impacts both the inventory and the unbilled. And so, some of that $127 million you see as deferred revenue is actually -- think of it as a counter to the unbilled balance and the inventory balance. And so, we've done some math around what the ideal rates are for each one of the categories. And as Bill said, we've got $100-ish million to get to the 35% kind of range. And as we look at it, it's across all of those categories. It's some in unbilled, it's some in inventory. We don't think we're at the ideal level for either of those things at this point.

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. Thanks for your time this afternoon, and we look forward to updating everybody in our next quarterly call.

This concludes today's conference call. Thank you for your participation, and you may now disconnect.