Bookings surge 74% at Mercury Systems (NASDAQ: MRCY)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Mercury Systems, Inc. reported stronger third quarter fiscal 2026 results with higher sales and margins but a small GAAP loss. Revenue was $235.8 million, up from $211.4 million a year earlier, driven by robust demand across missile, C4I, and space programs.
Bookings reached a record $348.3 million, a 74% increase, producing a book-to-bill ratio of 1.48 and backlog of about $1.58 billion, up 18% year-over-year. Adjusted EBITDA rose to $36.1 million, or a 15.3% margin, while GAAP net loss narrowed to $2.9 million, or $0.04 per share.
Cash from operations fell to $6.4 million from $30.0 million, with free cash flow at negative $1.8 million. Management raised full-year fiscal 2026 guidance to revenue growth approaching mid single-digits and expects mid-teens adjusted EBITDA margin and positive fourth-quarter free cash flow.
Positive
- Stronger growth and profitability: Q3 FY26 revenue rose to $235.8M (about 12% YoY), while adjusted EBITDA increased 46% to $36.1M with a 15.3% margin, and management raised full-year guidance for revenue growth and adjusted EBITDA margin.
- Record demand and backlog: Bookings reached $348.3M (about 74% YoY) with a 1.48 book-to-bill ratio, driving backlog to approximately $1.58B, up 18% year-over-year, supporting future revenue visibility.
Negative
- Cash flow and GAAP loss remain pressured: Operating cash flow declined sharply to $6.4M from $30.0M, free cash flow swung to -$1.8M from $24.1M, and the company still reported a GAAP net loss of $2.9M for the quarter.
Insights
Q3 shows clear operational improvement, but cash flow lags.
Mercury Systems delivered a solid rebound in growth and profitability. Revenue rose to $235.8M, up 12% year-over-year, while adjusted EBITDA increased to $36.1M with a 15.3% margin, indicating better mix and cost control.
Record bookings of $348.3M and backlog of $1.58B support visibility, and management lifted fiscal 2026 expectations to revenue growth approaching mid single-digits and mid-teens adjusted EBITDA margins. This suggests improving execution and demand across key defense programs.
However, operating cash flow dropped to $6.4M from $30.0M, and free cash flow turned negative at -$1.8M. Investors will focus on whether the company achieves positive free cash flow in Q4 2026 as management now anticipates.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Revenue: $235.8M
Bookings: $348.3M
Backlog: $1.58B
+5 more
8 metrics
Revenue
$235.8M
Q3 fiscal 2026, up from $211.4M in Q3 2025
Bookings
$348.3M
Q3 fiscal 2026, about 74% higher year-over-year
Backlog
$1.58B
Total backlog as of March 27, 2026, up 18% YoY
Adjusted EBITDA
$36.1M
Q3 fiscal 2026, 15.3% margin vs 11.7% a year ago
GAAP Net Loss
$2.9M
Q3 fiscal 2026 net loss, $0.04 per share
Operating Cash Flow
$6.4M
Q3 fiscal 2026, down from $30.0M in Q3 2025
Free Cash Flow
-$1.8M
Q3 fiscal 2026, versus $24.1M a year earlier
Adjusted EPS
$0.27
Q3 fiscal 2026, up from $0.06 in Q3 2025
Key Terms
adjusted EBITDA, book-to-bill ratio, backlog, free cash flow, +2 more
6 terms
adjusted EBITDA financial
"GAAP net loss of $3 million; and adjusted EBITDA of $36 million, up 46.2% year-over-year"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
book-to-bill ratio financial
"Total bookings for the third quarter of fiscal 2026 were $348 million, yielding a book-to-bill ratio of 1.48 for the quarter"
The book-to-bill ratio compares the value of new orders a company receives to the value of products it ships out or bills for over a certain period. If the ratio is above 1, it means the company is getting more orders than it is completing, which can indicate growth. If it's below 1, it suggests demand is slowing down.
backlog financial
"Mercury’s total backlog at March 27, 2026 was approximately $1.6 billion, an approximate $240 million increase from a year ago"
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
free cash flow financial
"Free cash flow, defined as cash flows from operating activities less capital expenditures for property and equipment, was $(2) million for the third quarter of fiscal 2026"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
non-GAAP financial measures financial
"the Company provides adjusted EBITDA, adjusted income, adjusted earnings per share and free cash flow, which are non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Common Processing Architecture technical
"initiated operations to support ramped production for our Common Processing Architecture"
Earnings Snapshot
Revenue: $235.8M · Guidance included
Q3 fiscal 2026
Revenue
$235.8M
+12% YoY
GAAP Net Loss
$2.9M
improved from $19.2M loss YoY
Adjusted EBITDA
$36.1M
+46% YoY
Adjusted EPS
$0.27
up from $0.06 YoY
Bookings
$348.3M
+74% YoY
Backlog
$1.58B
+18% YoY
Free Cash Flow
-$1.8M
down from $24.1M YoY
Guidance
Management now expects full-year fiscal 2026 revenue growth approaching mid single-digits, full-year adjusted EBITDA margin in the mid-teens, and positive free cash flow in Q4.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 5, 2026
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (978 ) 256-1300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 2.02. Results of Operations and Financial Condition.
On May 5, 2026 , Mercury Systems, Inc. (the "Company") issued a press release and an earnings presentation regarding its financial results for the third quarter ended March 27, 2026. The Company’s press release and earnings presentation are attached as exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
Information in Item 2.02 of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Use of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides adjusted EBITDA, adjusted income, adjusted EPS, and free cash flow, which are non-GAAP financial measures. Adjusted EBITDA, adjusted income, and adjusted EPS exclude certain non-cash and other specified charges. The Company believes these non-GAAP financial measures are useful to help investors more completely understand its past financial performance and prospects for the future. However, the presentation of these 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 the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| 99.1 | Press Release dated | ||||
| 99.2 | Earnings Presentation dated | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: | MERCURY SYSTEMS, INC. | ||||
By: /s/ David E. Farnsworth David E. Farnsworth Executive Vice President, Chief Financial Officer | |||||
EXHIBIT INDEX
Exhibit No. | Description | ||||
99.1 | Press Release, dated May 5, 2026 of Mercury Systems, Inc. | ||||
99.2 | Earnings Presentation, dated May 5, 2026 of Mercury Systems, Inc. | ||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | |||||
Mercury Systems Reports Third Quarter Fiscal 2026 Results
•Record Q3 FY26 Bookings of $348 million grew 73.7% year-over-year; book-to-bill of 1.48
•Record backlog of approximately $1.6 billion; up 17.9% year-over-year
•Q3 FY26 Revenue of $236 million; up 11.5% organically year-over-year
•GAAP net loss of $3 million; and adjusted EBITDA of $36 million, up 46.2% year-over-year
ANDOVER, Mass. May 5, 2026 Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com), reported operating results for the third quarter of fiscal year 2026, ended March 27, 2026.
“We delivered third quarter fiscal 2026 results that were ahead of our expectations, with significant year-over-year growth in backlog, revenue, and adjusted EBITDA,” said Bill Ballhaus, Mercury’s Chairman and CEO. “Strong demand signals and solid execution contributed to better than expected organic growth and margin expansion this quarter."
“In the third quarter we delivered record bookings of $348 million, with a 1.48 book-to-bill, resulting in a record backlog of approximately $1.6 billion. Revenue for the third quarter was $236 million, up 11.5% year-over-year. GAAP net loss of $3 million, adjusted EBITDA of $36 million, and adjusted EBITDA margin of 15.3%, each improving year-over-year."
Third Quarter Fiscal 2026 Results
Third quarter fiscal 2026 revenues were $236 million, compared to $211 million in the third quarter of fiscal 2025.
Total bookings for the third quarter of fiscal 2026 were $348 million, yielding a book-to-bill ratio of 1.48 for the quarter.
Mercury Reports Third Quarter Fiscal 2026 Results, Page 2
GAAP net loss and loss per share for the third quarter of fiscal 2026 were $3 million and $0.04, respectively, compared to GAAP net loss and loss per share of $19 million and $0.33, respectively, for the third quarter of fiscal 2025. Adjusted earnings per share (“adjusted EPS”) was $0.27 per share for the third quarter of fiscal 2026, compared to $0.06 per share in the third quarter of fiscal 2025.
Third quarter fiscal 2026 adjusted EBITDA was $36 million, compared to $25 million for the third quarter of fiscal 2025.
Cash flows provided by operating activities in the third quarter of fiscal 2026 were $6 million, compared to $30 million in the third quarter of fiscal 2025. Free cash flow, defined as cash flows from operating activities less capital expenditures for property and equipment, was $(2) million for the third quarter of fiscal 2026 and $24 million for the third quarter of fiscal 2025.
Backlog
Mercury’s total backlog at March 27, 2026 was approximately $1.6 billion, an approximate $240 million increase from a year ago. Of the March 27, 2026 total backlog, $891 million represents orders expected to be recognized as revenue within the next 12 months.
Conference Call Information
Management will host a conference call and simultaneous webcast at 5:00 p.m. ET on Tuesday, May 5, 2026, to discuss Mercury's quarterly financial results, business highlights and outlook. In addition, Company representatives may answer questions concerning business and financial developments and trends, the Company's view on earnings forecasts, and other business and financial matters affecting the Company, the responses to which may contain information that has not been previously disclosed.
To participate in the conference call Q&A as an analyst please register online at https://events.q4inc.com/analyst/603599389?pwd=RYGqad9c or dial +1 585 542 9983 by phone using Meeting ID: 603599389. The live listen-only webcast and replay will be available ir.mrcy.com/events-presentations. A replay of the webcast will be available two hours after the call and archived on the same web page for six months.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 3
Use of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides adjusted EBITDA, adjusted income, adjusted earnings per share (“adjusted EPS”) and free cash flow, which are non-GAAP financial measures. Adjusted EBITDA, adjusted income, and adjusted EPS exclude certain non-cash and other specified charges. The Company believes these non-GAAP financial measures are useful to help investors understand its past financial performance and prospects for the future. However, these non-GAAP measures should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP measures assist in providing a more complete understanding of the Company’s underlying operational results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. A reconciliation of GAAP to non-GAAP financial results discussed in this press release is contained in the attached exhibits.
Mercury Systems – Innovation that Matters®
Mercury Systems is a global technology company that delivers mission-critical processing power to the edge, making advanced technologies profoundly more accessible for today’s most challenging aerospace and defense missions. The Mercury Processing Platform allows customers to tap into innovative capabilities from silicon to system scale, turning data into decisions on timelines that matter. Mercury’s products and solutions are deployed in more than 300 programs and across 35 countries, enabling a broad range of applications in mission computing, sensor processing, command and control, and communications. Mercury is headquartered in Andover, Massachusetts, and has more than 20 locations worldwide. To learn more, visit mrcy.com. (Nasdaq: MRCY)
Investors and others should note that we announce material financial information using our website (www.mrcy.com), SEC filings, press releases, public conference calls, webcasts, and social media, including X (X.com/mrcy) and LinkedIn (www.linkedin.com/company/mercury-systems). Therefore, we encourage investors and others interested in Mercury to review the information we post on the social media and other communication channels listed on our website.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 4
Forward-Looking Safe Harbor Statement
This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the Company's focus on enhanced execution of the Company's strategic plan. You can identify these statements by the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of any U.S. federal government shutdown or extended continuing resolution, effects of increasingly volatile geopolitical events and regional conflicts, competition, changes in technology and methods of marketing, delays in or cost increases related to completing development, engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in, or in the U.S. government’s interpretation of, federal export control or procurement rules and regulations, including tariffs, changes in, or in the interpretation or enforcement of, environmental rules and regulations, market acceptance of the Company's products, shortages in or delays in receiving components, supply chain delays or volatility for critical components, production delays or unanticipated expenses including due to quality issues or manufacturing execution issues, failure to meet contractual performance specifications, adherence to required manufacturing standards, capacity underutilization, increases in scrap or inventory write-offs, failure to achieve or maintain manufacturing quality certifications, such as AS9100, failure to achieve or maintain qualified business systems, such as those required by the DFARS, adverse finding in government audits or investigations, the impact of supply chain disruption, inflation and labor shortages, among other things, on program execution and the resulting effect on customer satisfaction, inability to fully realize the expected benefits from acquisitions, restructurings, and operational efficiency initiatives or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, effects of shareholder activism, increases in interest rates, changes to industrial security and cyber-security regulations and requirements and impacts from any cyber or insider threat events, including risks from heightened, persistent, and increasingly sophisticated nation-state level cyberattacks and emerging threats associated with agentic AI-enabled cyber tools, changes in tax rates or tax regulations, changes to interest rate swaps or other cash flow hedging arrangements, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, litigation, including the federal securities class action lawsuit and related claims, unanticipated costs under fixed-price service and system integration engagements, and various other factors beyond our control. These risks and uncertainties also include such additional risk factors as are discussed in the Company's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 27, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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.
# # #
Contact:
Tyler Hojo, CFA, Vice President of Investor Relations
Mercury Systems, Inc.
978-967-3676
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 5
Mercury Systems and Innovation That Matters are registered trademarks of Mercury Systems, Inc. Other product and company names mentioned may be trademarks and/or registered trademarks of their respective holders.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 6
| MERCURY SYSTEMS, INC. | ||||||||||||||
| UNAUDITED CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| (In thousands) | ||||||||||||||
| March 27, | June 27, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 331,800 | $ | 309,099 | ||||||||||
| Accounts receivable, net | 95,547 | 109,588 | ||||||||||||
| Unbilled receivables and costs in excess of billings, net | 269,498 | 278,475 | ||||||||||||
| Inventory | 361,693 | 332,920 | ||||||||||||
| Prepaid income taxes | 1,294 | 457 | ||||||||||||
| Prepaid expenses and other current assets | 56,899 | 27,639 | ||||||||||||
| Total current assets | 1,116,731 | 1,058,178 | ||||||||||||
| Property and equipment, net | 102,592 | 101,440 | ||||||||||||
| Goodwill | 942,614 | 938,093 | ||||||||||||
| Intangible assets, net | 185,210 | 210,611 | ||||||||||||
| Operating lease right-of-use assets, net | 50,094 | 52,264 | ||||||||||||
| Deferred tax asset | 75,964 | 69,016 | ||||||||||||
| Other non-current assets | 8,082 | 5,162 | ||||||||||||
| Total assets | $ | 2,481,287 | $ | 2,434,764 | ||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 104,066 | $ | 79,116 | ||||||||||
| Accrued expenses | 69,059 | 35,264 | ||||||||||||
| Due to factoring facility | 14,107 | 7,879 | ||||||||||||
| Accrued compensation | 36,952 | 51,321 | ||||||||||||
| Deferred revenues and customer advances | 126,312 | 126,797 | ||||||||||||
| Total current liabilities | 350,496 | 300,377 | ||||||||||||
| Income taxes payable | 4,046 | 4,046 | ||||||||||||
| Long-term debt | 591,500 | 591,500 | ||||||||||||
| Operating lease liabilities | 48,343 | 52,738 | ||||||||||||
| Other non-current liabilities | 9,230 | 12,642 | ||||||||||||
| Total liabilities | 1,003,615 | 961,303 | ||||||||||||
| Shareholders’ equity: | ||||||||||||||
| Preferred stock | — | — | ||||||||||||
| Common stock | 595 | 590 | ||||||||||||
| Additional paid-in capital | 1,314,770 | 1,287,478 | ||||||||||||
| Retained earnings | 151,424 | 181,895 | ||||||||||||
| Accumulated other comprehensive income | 10,883 | 3,498 | ||||||||||||
| Total shareholders’ equity | 1,477,672 | 1,473,461 | ||||||||||||
| Total liabilities and shareholders’ equity | $ | 2,481,287 | $ | 2,434,764 | ||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 7
| MERCURY SYSTEMS, INC. | ||||||||||||||||||||||||||
| UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||||||||||
| Third Quarters Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | March 27, 2026 | March 28, 2025 | |||||||||||||||||||||||
| Net revenues | $ | 235,759 | $ | 211,358 | $ | 693,840 | $ | 638,914 | ||||||||||||||||||
Cost of revenues(1) | 166,709 | 154,248 | 501,258 | 469,188 | ||||||||||||||||||||||
| Gross margin | 69,050 | 57,110 | 192,582 | 169,726 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
Selling, general and administrative(1) | 39,138 | 43,044 | 127,183 | 116,698 | ||||||||||||||||||||||
Research and development(1) | 15,014 | 15,983 | 43,579 | 55,734 | ||||||||||||||||||||||
| Amortization of intangible assets | 9,561 | 10,185 | 29,514 | 32,574 | ||||||||||||||||||||||
| Restructuring and other charges | (48) | 4,931 | 5,591 | 7,231 | ||||||||||||||||||||||
| Acquisition costs and other related expenses | 155 | 311 | 900 | 666 | ||||||||||||||||||||||
| Total operating expenses | 63,820 | 74,454 | 206,767 | 212,903 | ||||||||||||||||||||||
| Income (loss) from operations | 5,230 | (17,344) | (14,185) | (43,177) | ||||||||||||||||||||||
| Interest income | 2,507 | 1,290 | 6,182 | 2,240 | ||||||||||||||||||||||
| Interest expense | (7,331) | (8,068) | (23,066) | (25,404) | ||||||||||||||||||||||
| Other (expense) income, net | (3,093) | 2,304 | (5,613) | (2,900) | ||||||||||||||||||||||
| Loss before income tax provision (benefit) | (2,687) | (21,818) | (36,682) | (69,241) | ||||||||||||||||||||||
| Income tax provision (benefit) | 174 | (2,648) | (6,211) | (14,967) | ||||||||||||||||||||||
| Net loss | $ | (2,861) | $ | (19,170) | $ | (30,471) | $ | (54,274) | ||||||||||||||||||
| Basic net loss per share | $ | (0.04) | $ | (0.33) | $ | (0.51) | $ | (0.93) | ||||||||||||||||||
| Diluted net loss per share | $ | (0.04) | $ | (0.33) | $ | (0.51) | $ | (0.93) | ||||||||||||||||||
| Weighted-average shares outstanding: | ||||||||||||||||||||||||||
| Basic | 59,422 | 58,749 | 59,386 | 58,614 | ||||||||||||||||||||||
| Diluted | 59,422 | 58,749 | 59,386 | 58,614 | ||||||||||||||||||||||
| (1) Includes stock-based compensation expense, allocated as follows: | ||||||||||||||||||||||||||
| Cost of revenues | $ | 950 | $ | 813 | $ | 4,573 | $ | 759 | ||||||||||||||||||
| Selling, general and administrative | $ | 6,556 | $ | 6,228 | $ | 19,878 | $ | 17,156 | ||||||||||||||||||
| Research and development | $ | 1,543 | $ | 1,507 | $ | 4,765 | $ | 4,687 | ||||||||||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 8
| MERCURY SYSTEMS, INC. | ||||||||||||||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Third Quarters Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | March 27, 2026 | March 28, 2025 | |||||||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||||||||
| Net loss | $ | (2,861) | $ | (19,170) | $ | (30,471) | $ | (54,274) | ||||||||||||||||||
| Depreciation and amortization | 17,956 | 19,916 | 55,169 | 62,058 | ||||||||||||||||||||||
| Other non-cash items, net | 12,335 | 8,989 | 37,490 | 19,674 | ||||||||||||||||||||||
| Changes in operating assets and liabilities | (20,988) | 20,239 | (1,953) | 73,318 | ||||||||||||||||||||||
| Net cash provided by operating activities | 6,442 | 29,974 | 60,235 | 100,776 | ||||||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||||||
| Purchases of property and equipment | (8,263) | (5,914) | (20,713) | (15,705) | ||||||||||||||||||||||
| Acquisition of assets and businesses, net of cash acquired | (1,415) | — | (1,415) | — | ||||||||||||||||||||||
| Other investing activities | — | 2,700 | — | 4,600 | ||||||||||||||||||||||
| Net cash used in investing activities | (9,678) | (3,214) | (22,128) | (11,105) | ||||||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||||||
| Proceeds from employee stock plans | — | — | 2,728 | 1,492 | ||||||||||||||||||||||
| Payments for retirement of common stock | — | — | (15,001) | — | ||||||||||||||||||||||
| Payments of deferred financing and offering costs | — | — | (3,156) | (2,249) | ||||||||||||||||||||||
| Net cash used in financing activities | — | — | (15,429) | (757) | ||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 46 | 497 | 23 | 387 | ||||||||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | (3,190) | 27,257 | 22,701 | 89,301 | ||||||||||||||||||||||
| Cash and cash equivalents at beginning of period | 334,990 | 242,565 | 309,099 | 180,521 | ||||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | 331,800 | $ | 269,822 | $ | 331,800 | $ | 269,822 | ||||||||||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 9
UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except per share data)
Adjusted EBITDA, a non-GAAP measure for reporting financial performance, excludes the impact of certain items and, therefore, has not been calculated in accordance with GAAP. Management believes that exclusion of these items assists in providing a more complete understanding of the Company’s underlying results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. The adjustments to calculate this non-GAAP financial measure, and the basis for such adjustments, are outlined below:
Other non-operating adjustments. The Company records other non-operating adjustments such as gains or losses on foreign currency remeasurement, investments and fixed asset sales or disposals among other adjustments. These adjustments may vary from period to period without any direct correlation to underlying operating performance.
Interest income and expense. The Company receives interest income on investments and incurs interest expense on loans, financing leases and other financing arrangements. These amounts may vary from period to period due to changes in cash and debt balances and interest rates driven by general market conditions or other circumstances which may be outside of the normal course of the Company’s operations.
Income taxes. The Company’s GAAP tax expense can fluctuate materially from period to period due to tax adjustments that are not directly related to underlying operating performance or to the current period of operations.
Depreciation. The Company incurs depreciation expense related to capital assets purchased to support the ongoing operations of the business. These assets are recorded at cost or fair value and are depreciated using the straight-line method over the useful life of the asset. Purchases of such assets may vary significantly from period to period and without any direct correlation to underlying operating performance.
Amortization of intangible assets. The Company incurs amortization of intangible assets primarily as a result of acquired intangible assets such as backlog, customer relationships and completed technologies but also due to licenses, patents and other arrangements. These intangible assets are valued at the time of acquisition or upon receipt of right to use the asset, amortized over the requisite life and generally cannot be changed or influenced by management after acquisition.
Restructuring and other charges. The Company incurs restructuring and other charges in connection with management’s decisions to undertake certain actions to realign operating expenses through workforce reductions and the closure of certain Company facilities, businesses and lines of business. The Company’s adjustments reflected in restructuring and other charges are typically related to acquisitions and organizational redesign programs initiated as part of discrete post-acquisition integration activities. Management believes these items are non-routine and may not be indicative of ongoing operating results.
Impairment of long-lived assets. The Company incurs impairment charges of long-lived assets based on events that may or may not be within the control of management. Management believes these items are outside the normal operations of the Company’s business and are not indicative of ongoing operating results.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 10
Acquisition, financing and other third party costs. The Company incurs transaction costs related to acquisition and potential acquisition opportunities, such as legal, accounting, and other third party advisory fees. The Company may also incur third party costs, such as legal, banking, communications, proxy solicitation, and other third party advisory fees in connection with engagements by activist investors or unsolicited acquisition offers. Although the Company may incur such third party costs and other related charges and adjustments, it is not indicative that any transaction will be consummated. Additionally, the Company incurs unused revolver and bank fees associated with maintaining its credit facility as well as non-cash financing expenses associated with obtaining its credit facility. Management believes these items are outside the normal operations of the Company’s business and are not indicative of ongoing operating results.
Fair value adjustments from purchase accounting. As a result of applying purchase accounting rules to acquired assets and liabilities, certain fair value adjustments are recorded in the opening balance sheet of acquired companies. These adjustments are then reflected in the Company’s income statements in periods subsequent to the acquisition. In addition, the impact of any changes to originally recorded contingent consideration amounts are reflected in the income statements in the period of the change. Management believes these items are outside the normal operations of the Company and are not indicative of ongoing operating results.
Litigation and settlement income and expense. The Company periodically receives income and incurs expenses related to pending claims and litigation and associated legal fees and potential case settlements and/or judgments. Although the Company may incur such costs and other related charges and adjustments, it is not indicative of any particular outcome until the matter is fully resolved. Management believes these items are outside the normal operations of the Company’s business, often occur in periods other than the period of activity, and are not indicative of ongoing operating results. The Company periodically receives warranty claims from customers and makes warranty claims towards its vendors and supply chain. Management believes the expenses and gains associated with these recurring warranty items are within the normal operations and operating cycle of the Company’s business. Therefore, management deems no adjustments are necessary unless under extraordinary circumstances.
Stock-based and other non-cash compensation expense. The Company incurs expense related to stock-based compensation included in its GAAP presentation of cost of revenues, selling, general and administrative expense and research and development expense. The Company also incurs non-cash based compensation in the form of pension related expenses and matching contributions to its defined contribution plan. Although stock-based and other non-cash compensation is an expense of the Company and viewed as a form of compensation, these expenses vary in amount from period to period, and are affected by market forces that are difficult to predict and are not within the control of management, such as the market price and volatility of the Company’s shares, risk-free interest rates and the expected term and forfeiture rates of the awards, as well as pension actuarial assumptions. Management believes that exclusion of these expenses allows comparisons of operating results to those of other companies, both public, private or foreign, that disclose non-GAAP financial measures that exclude stock-based compensation and other non-cash compensation.
Mercury uses adjusted EBITDA as an important indicator of the operating performance of its business. Management excludes the above-described items from its internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to the Company’s board of directors, determining a portion of bonus compensation for executive officers and other key employees based on operating performance, evaluating short-term and long-term operating trends in the Company’s operations, and allocating resources to various initiatives and operational requirements. The Company believes that adjusted EBITDA permits a comparative assessment of its operating performance, relative to its performance based on its GAAP results, while isolating the effects of charges that may vary from period to period without direct correlation to underlying operating performance. The Company believes that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in its financial and operational decision-making. The Company believes that trends in its adjusted EBITDA are valuable indicators of its operating performance.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 11
Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the adjusted EBITDA financial adjustments described above, and investors should not infer from the Company’s presentation of this non-GAAP financial measure that these costs are unusual, infrequent or non-recurring.
The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.
| Third Quarters Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | March 27, 2026 | March 28, 2025 | |||||||||||||||||||||||
| Net loss | $ | (2,861) | $ | (19,170) | $ | (30,471) | $ | (54,274) | ||||||||||||||||||
| Other non-operating adjustments, net | 2,445 | (3,911) | 2,894 | (3,097) | ||||||||||||||||||||||
| Interest expense, net | 4,824 | 6,778 | 16,884 | 23,164 | ||||||||||||||||||||||
| Income tax provision (benefit) | 174 | (2,648) | (6,211) | (14,967) | ||||||||||||||||||||||
| Depreciation | 8,395 | 9,731 | 25,655 | 29,484 | ||||||||||||||||||||||
| Amortization of intangible assets | 9,561 | 10,185 | 29,514 | 32,574 | ||||||||||||||||||||||
| Restructuring and other charges | (48) | 4,931 | 5,591 | 7,231 | ||||||||||||||||||||||
| Impairment of long-lived asset | — | — | — | — | ||||||||||||||||||||||
| Acquisition, financing and other third party costs | 581 | 1,072 | 3,412 | 4,512 | ||||||||||||||||||||||
| Fair value adjustments from purchase accounting | 132 | 131 | 394 | 486 | ||||||||||||||||||||||
| Litigation and settlement expense, net | 2,120 | 5,467 | 11,631 | 8,948 | ||||||||||||||||||||||
| Stock-based and other non-cash compensation expense | 10,768 | 12,124 | 42,381 | 34,108 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 36,091 | $ | 24,690 | $ | 101,674 | $ | 68,169 | ||||||||||||||||||
Free cash flow, a non-GAAP measure for reporting cash flow, is defined as cash provided by operating activities less capital expenditures for property and equipment, which includes capitalized software development costs, and, therefore, has not been calculated in accordance with GAAP. Management believes free cash flow provides investors with an important perspective on cash available for investment and acquisitions after making capital investments required to support ongoing business operations and long-term value creation. The Company believes that trends in its free cash flow are valuable indicators of its operating performance and liquidity.
Free cash flow is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenditures similar to the free cash flow financial adjustment described above, and investors should not infer from the Company’s presentation of this non-GAAP financial measure that these expenditures reflect all of the Company's obligations which require cash.
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 12
The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.
| Third Quarters Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | March 27, 2026 | March 28, 2025 | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 6,442 | $ | 29,974 | $ | 60,235 | $ | 100,776 | ||||||||||||||||||
| Purchases of property and equipment | (8,263) | (5,914) | (20,713) | (15,705) | ||||||||||||||||||||||
| Free cash flow | $ | (1,821) | $ | 24,060 | $ | 39,522 | $ | 85,071 | ||||||||||||||||||
Adjusted income and adjusted earnings per share (“adjusted EPS”) are non-GAAP measures for reporting financial performance, exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. Management believes that exclusion of these items assists in providing a more complete understanding of the Company’s underlying results and trends and allows for comparability with its peer company index and industry. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. The Company uses these measures along with the corresponding GAAP financial measures to manage the Company’s business and to evaluate its performance compared to prior periods and the marketplace. The Company defines adjusted income as income before other non-operating adjustments, amortization of intangible assets, restructuring and other charges, impairment of long-lived assets, acquisition, financing and other third party costs, fair value adjustments from purchase accounting, litigation and settlement income and expense, and stock-based and other non-cash compensation expense. The impact to income taxes includes the impact to the effective tax rate, current tax provision and deferred tax provision(1). Adjusted EPS expresses adjusted income on a per share basis using weighted average diluted shares outstanding.
The following tables reconcile the most directly comparable GAAP financial measures to the non-GAAP financial measures.
| Third Quarters Ended | ||||||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | |||||||||||||||||||||||||
| Net loss and loss per share | $ | (2,861) | $ | (0.04) | $ | (19,170) | $ | (0.33) | ||||||||||||||||||
| Other non-operating adjustments, net | 2,445 | (3,911) | ||||||||||||||||||||||||
| Amortization of intangible assets | 9,561 | 10,185 | ||||||||||||||||||||||||
| Restructuring and other charges | (48) | 4,931 | ||||||||||||||||||||||||
| Impairment of long-lived assets | — | — | ||||||||||||||||||||||||
| Acquisition, financing and other third party costs | 581 | 1,072 | ||||||||||||||||||||||||
| Fair value adjustments from purchase accounting | 132 | 131 | ||||||||||||||||||||||||
| Litigation and settlement expense, net | 2,120 | 5,467 | ||||||||||||||||||||||||
| Stock-based and other non-cash compensation expense | 10,768 | 12,124 | ||||||||||||||||||||||||
Impact to income taxes(1) | (6,279) | (7,240) | ||||||||||||||||||||||||
Adjusted income and adjusted earnings per share(2) | $ | 16,419 | $ | 0.27 | $ | 3,589 | $ | 0.06 | ||||||||||||||||||
| Diluted weighted-average shares outstanding | 60,776 | 59,367 | ||||||||||||||||||||||||
| (1) Impact to income taxes is calculated by recasting income before income taxes to include the items involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax provision or benefit related to the items. | ||||||||||||||||||||||||||
| (2) Adjusted earnings per share is calculated using diluted shares whereas Net loss per share is calculated using basic shares. There was a $0.01 impact and no impact to the calculation of adjusted earnings per share as a result of this for the third quarters ended March 27, 2026 and March 28, 2025, respectively. | ||||||||||||||||||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
Mercury Reports Third Quarter Fiscal 2026 Results, Page 13
| Nine Months Ended | ||||||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | |||||||||||||||||||||||||
| Net loss and loss per share | $ | (30,471) | $ | (0.51) | $ | (54,274) | $ | (0.93) | ||||||||||||||||||
| Other non-operating adjustments, net | 2,894 | (3,097) | ||||||||||||||||||||||||
| Amortization of intangible assets | 29,514 | 32,574 | ||||||||||||||||||||||||
| Restructuring and other charges | 5,591 | 7,231 | ||||||||||||||||||||||||
| Impairment of long-lived assets | — | — | ||||||||||||||||||||||||
| Acquisition, financing and other third party costs | 3,412 | 4,512 | ||||||||||||||||||||||||
| Fair value adjustments from purchase accounting | 394 | 486 | ||||||||||||||||||||||||
| Litigation and settlement expense, net | 11,631 | 8,948 | ||||||||||||||||||||||||
| Stock-based and other non-cash compensation expense | 42,381 | 34,108 | ||||||||||||||||||||||||
Impact to income taxes(1) | (23,930) | (20,515) | ||||||||||||||||||||||||
Adjusted income and adjusted earnings per share(2) | $ | 41,416 | $ | 0.68 | $ | 9,973 | $ | 0.17 | ||||||||||||||||||
| Diluted weighted-average shares outstanding | 60,525 | 59,024 | ||||||||||||||||||||||||
| (1) Impact to income taxes is calculated by recasting income before income taxes to include the items involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax provision or benefit related to the items. | ||||||||||||||||||||||||||
| (2) Adjusted earnings per share is calculated using diluted shares whereas Net loss per share is calculated using basic shares. There was no impact and a $0.01 impact to the calculation of adjusted earnings per share as a result of this for the nine months ended March 27, 2026 and March 28, 2025, respectively. | ||||||||||||||||||||||||||
50 Minuteman Road, Andover, Massachusetts 01810 U.S.A. | +1-(978)-256-1300 | www.mrcy.com | X: @MRCY
© Mercury Systems, Inc. WEBCAST LOGIN AT WWW.MRCY.COM/INVESTOR WEBCAST REPLAY AVAILABLE BY 7:00 P.M. ET MAY 5, 2026 Bill Ballhaus Chairman and CEO David Farnsworth Executive Vice President and CFO May 5, 2026, 5:00 pm ET THIRD QUARTER FISCAL YEAR 2026 FINANCIAL RESULTS 1
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ 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 the Company's focus on enhanced execution of the Company's strategic plan. You can identify these statements by the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of any U.S. federal government shutdown or extended continuing resolution, effects of increasingly volatile geopolitical events and regional conflicts, competition, changes in technology and methods of marketing, delays in or cost increases related to completing development, engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in, or in the U.S. government’s interpretation of, federal export control or procurement rules and regulations, including tariffs, changes in, or in the interpretation or enforcement of, environmental rules and regulations, market acceptance of the Company's products, shortages in or delays in receiving components, supply chain delays or volatility for critical components, production delays or unanticipated expenses including due to quality issues or manufacturing execution issues, failure to meet contractual performance specifications, adherence to required manufacturing standards, capacity underutilization, increases in scrap or inventory write-offs, failure to achieve or maintain manufacturing quality certifications, such as AS9100, failure to achieve or maintain qualified business systems, such as those required by the DFARS, adverse findings in government audits or investigations, the impact of supply chain disruption, inflation and labor shortages, among other things, on program execution and the resulting effect on customer satisfaction, inability to fully realize the expected benefits from acquisitions, restructurings, and operational efficiency initiatives or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, effects of shareholder activism, increases in interest rates, changes to industrial security and cyber-security regulations and requirements and impacts from any cyber or insider threat events, including risks from heightened, persistent, and increasingly sophisticated nation-state level cyberattacks and emerging threats associated with agentic AI-enabled cyber tools, changes in tax rates or tax regulations, changes to interest rate swaps or other cash flow hedging arrangements, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, litigation, including the federal securities class action lawsuit and related claims, unanticipated costs under fixed-price service and system integration engagements, and various other factors beyond our control. These risks and uncertainties also include such additional risk factors as are discussed in the Company's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10- K for the fiscal year ended June 27, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. Use of Non-GAAP (Generally Accepted Accounting Principles) Financial Measures In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides adjusted EBITDA, adjusted income, adjusted EPS, and free cash flow, which are non-GAAP financial measures. Adjusted EBITDA, adjusted income, and adjusted EPS exclude certain non-cash and other specified charges. The Company believes these non- GAAP financial measures are useful to help investors better understand its past financial performance and prospects for the future. However, these non-GAAP measures should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP measures assist in providing a more complete understanding of the Company’s underlying operational results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. A reconciliation of GAAP to non-GAAP financial results discussed in this presentation is contained in the Appendix hereto. 2
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Today’s call Opening remarks on business and results Update on our four priorities Performance expectations for FY26 and beyond Q&A 3
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Business and results Our Q3 results reflected robust organic growth and margin expansion: • Record quarterly bookings of $348M and a 1.48 book-to-bill resulting in record backlog approaching $1.6B. • Q3 revenue of $236M, up 11.5% organically year-over-year. • Q3 adjusted EBITDA of $36M and adjusted EBITDA margin of 15.3% (up 46% and 360 basis points respectively, year-over-year). • Free cash outflow of $2M, meaningfully outperforming our expectations. Ended Q3 with $332M of cash on hand. These results reflect ongoing focus on our four priority areas with highlights that include: • Solid execution across our broad portfolio of production and development programs. • Backlog growth of 18% year-over-year and a sequential increase of 12-month backlog of 10.3%. • Streamlined operating structure enabling increased positive operating leverage. • Continued progress on free cash flow drivers with net working capital down 4.1% year-over-year. 4
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Driving performance excellence Efforts to align our supply base to yield faster backlog conversion contributed to top-line growth, adjusted EBITDA margin, and free cash flow that exceeded our expectations. • Focus on accelerating customer deliveries generated approximately $25M of revenue, $15M of adjusted EBITDA, and $25M of cash all primarily planned for Q4. Our domestic revenue, representing approximately 88% of our Q3 revenue, generated 17% year-over-year growth. Progressed on a number of actions to increase capacity, add automation, and consolidate sub-scale sites as part of ongoing efforts to drive scalability and efficiency: • Added capacity to highly-automated manufacturing footprint in Phoenix, Arizona and initiated operations to support ramped production for our Common Processing Architecture. • Completed the acquisition of a critical manufacturing process technology provider integral to a number of our key ramping programs. 5
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Driving organic growth Record Q3 bookings of $348M resulted in a book-to-bill of 1.48 and record backlog approaching $1.6B. Q3 bookings were driven largely by follow-on production orders, reflecting strong customer demand across franchise programs. • This bookings mix reflects the transition of our business toward higher rate production. Largest bookings in the quarter were across several missile, C4I, and space programs. The quarter featured the strongest bookings of the fiscal year for solutions that leverage our Common Processing Architecture. Secured a follow-on development award on a strategic program that has the potential to proliferate across multiple platforms. Continue to see the potential for higher demand across multiple programs, driven by increased defense budgets globally and domestic priorities like Golden Dome. 6
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Expanding margins In our efforts to progress toward our targeted adjusted EBITDA margins in the low to mid 20% range, we remain focused on the following drivers: • Backlog margin expansion as we convert low-margin backlog and add new bookings aligned with our target margin profile. • Ongoing initiatives to further simplify, automate, and optimize our operations. • Driving organic growth to increase positive operating leverage. Q3 adjusted EBITDA margin of 15.3% was ahead of our expectations and up 360 basis points year-over- year. Gross margin of 29.3% was up 230 basis points year-over-year consistent with our expectation that average backlog margin will continue to increase as we convert legacy lower-margin backlog. Operating expenses were down year-over-year, both on an absolute basis and as a percent of sales, reflecting our focus on continually driving cost structure efficiencies as we accelerate organic growth. 7
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Driving improved free cash flow conversion and release Progress on drivers of free cash flow. Net working capital at approximately $434M is down $19M year-over-year. Net debt down to $260M. Our strong balance sheet provides sufficient flexibility for us to pursue and capture potential market tailwinds. 8
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Expectations for FY26 and beyond Optimistic about our expected ability to deliver results in line with our target profile of above market top-line growth, adjusted EBITDA margins in the low to mid 20% range, and FCF conversion of 50%. Our Q4 bookings have the potential to be the strongest of the year, based on a pipeline of opportunities that is more robust than our Q3 pipeline. • We believe this could be an indicator of increased top-line growth and further margin expansion beyond FY26. Now expect full year FY26 revenue growth approaching mid single-digits, up from low single-digits. • Efforts to stage material earlier and better align our supply base have improved revenue linearity. • Outlook incorporates backlog conversion that historically may have materialized in accelerations and results ahead of forecast. Expect full year FY26 adjusted EBITDA margin of mid-teens, up from approaching mid-teens. Expect free cash flow to be positive for Q4. Outlook excludes upside stemming from domestic priorities like Golden Dome or increased global defense budgets. 9
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Q3 FY26 vs. Q3 FY25 10 $ millions, except percentage and per share data Q3 FY26(2) Q3 FY25(2) CHANGE Bookings $348.3 $200.4 74% Book-to-Bill 1.48 0.95 Backlog $1,580.6 $1,340.9 18% 12-Month Backlog 890.6 787.6 Revenue $235.8 $211.4 12% Gross Margin 29.3% 27.0% 230 bps Operating Expenses $63.8 $74.5 (14%)Selling, General & Administrative 39.1 43.0 Research & Development 15.0 16.0 Amortization/Restructuring/Acquisition 9.7 15.5 GAAP Net Loss ($2.9) ($19.2) N.A. GAAP Net Loss Per Share ($0.04) ($0.33) N.A. Weighted Average Diluted Shares 59.4 58.7 Adjusted EPS(1) $0.27 $0.06 350% Adj. EBITDA(1) $36.1 $24.7 46% % of revenue 15.3% 11.7% Operating Cash Flow $6.4 $30.0 (79%) Free Cash Flow(1) ($1.8) $24.1 N.A. % of Adjusted EBITDA N/A 97.4% Notes 1. Non-GAAP, see reconciliation table. 2. All references in this presentation to the third quarter of fiscal 2026 are to the quarter ended March 27, 2026. All references in this presentation to the third quarter of fiscal 2025 are to the quarter ended March 28, 2025.
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Balance sheet 11 Notes 1. Rounded amounts used. As of (In $ millions)(1) 3/28/25 6/27/25 9/26/25 12/26/25 3/27/26 ASSETS Cash & cash equivalents $269.8 $309.1 $304.7 $335.0 $331.8 Accounts receivable and unbilled receivables, net 374.7 388.1 367.5 379.8 365.0 Inventory, net 352.7 332.9 340.2 349.6 361.7 PP&E, net 107.5 101.4 102.6 102.0 102.6 Goodwill and intangibles, net 1,154.1 1,148.7 1,138.5 1,131.3 1,127.8 Other 155.6 154.6 204.1 204.4 192.4 TOTAL ASSETS $2,414.4 $2,434.8 $2,457.6 $2,502.1 $2,481.3 LIABILITIES AND S/E AP and accrued expenses $154.1 $173.6 $196.7 $246.1 $224.2 Deferred revenues and customer advances 142.5 126.8 125.5 136.9 126.3 Other liabilities 75.2 69.4 68.9 67.6 61.6 Debt 591.5 591.5 591.5 591.5 591.5 Total liabilities 963.3 961.3 982.6 1,042.1 1,003.6 Stockholders' equity 1,451.1 1,473.5 1,475.0 1,460.0 1,477.7 TOTAL LIABILITIES AND S/E $2,414.4 $2,434.8 $2,457.6 $2,502.1 $2,481.3
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Cash flow summary 12 Notes 1. Rounded amounts used. 2. Non-GAAP, see reconciliation table. For the Fiscal Quarters Ended (In $ millions)(1) 3/28/25 6/27/25 9/26/25 12/26/25 3/27/26 Net (loss) income ($19.2) $16.4 ($12.5) ($15.1) ($2.9) Depreciation and amortization 19.9 20.0 18.9 18.3 18.0 Other non-cash items, net 9.0 6.9 12.7 12.5 12.3 Changes in Operating Assets and Liabilities Accounts receivable, unbilled receivables, and costs in excess of billings 9.3 (10.8) 20.1 (12.0) 14.5 Inventory (7.3) 12.0 (12.1) (11.6) (12.7) Accounts payable and accrued expenses 14.5 13.4 20.9 46.1 (19.5) Other 3.8 (19.8) (45.8) 13.4 (3.3) 20.2 (5.2) (16.9) 35.9 (21.0) Operating Cash Flow 30.0 38.1 2.2 51.6 6.4 Capital expenditures (5.9) (4.1) (6.6) (5.9) (8.3) Free Cash Flow(2) $24.1 $34.0 ($4.4) $45.7 ($1.8) Free Cash Flow(2) / Adjusted EBITDA(2) 97.6% 66.3% N/A 152.3% N/A Free Cash Flow(2) / GAAP Net (Loss) Income N.A. 208% N.A. N.A. N.A.
© Mercury Systems, Inc. APPENDIX
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Adjusted EPS reconciliation (In thousands, except per share data)(2) Q3 FY25 Q3 FY26 LTM Q3 FY25 LTM Q3 FY26 Loss per share(1) ($0.33) ($0.04) ($1.12) ($0.24) Net Loss ($19,170) ($2,861) ($65,051) ($14,101) Other non-operating adjustments, net (3,911) 2,445 (3,314) (1,751) Amortization of intangible assets 10,185 9,561 43,885 39,789 Restructuring and other charges 4,931 (48) 14,012 5,576 Impairment of long-lived assets — — — — Acquisition, financing and other third party costs 1,072 581 5,912 5,538 Fair value adjustments from purchase accounting 131 132 664 525 Litigation and settlement expense, net 5,467 2,120 9,893 15,693 Stock-based and other non-cash compensation expense 12,124 10,768 44,758 46,546 Impact to income taxes(3) (7,240) (6,279) (27,548) (28,506) Adjusted income $3,589 $16,419 $23,211 $69,309 Adjusted earnings per share(1)(5) $0.06 $0.27 $0.40 $1.16 Weighted-average shares outstanding: Basic 58,749 59,422 Diluted 59,367 60,776 Notes 1. Per share information is presented on a fully diluted basis. 2. Rounded amounts used. 3. Impact to income taxes is calculated by recasting income before income taxes to include the items involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax provision or benefit related to the items. 4. All references in this presentation to the third quarter of fiscal 2026 and LTM Q3 FY26 are to the quarter ended March 27, 2026, and the four-quarter period ended March 27, 2026. All references in this presentation to the third quarter of fiscal 2025 and LTM Q3 FY25 are to the quarter ended March 28, 2025, and the four- quarter period ended March 28, 2025. 5. Earnings per share and Adjusted earnings per share is calculated using diluted shares whereas loss per share and adjusted loss per share is calculated using basic shares. There was a $0.01 impact and no impact to the calculation of adjusted earnings per share as a result of this for the third quarters ended March 27, 2026 and March 28, 2025, respectively.
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Adjusted EBITDA reconciliation 15 (In thousands)(1)(2) Q3 FY25 Q3 FY26 LTM Q3 FY25 LTM Q3 FY26 Net loss ($19,170) ($2,861) ($65,051) ($14,101) Other non-operating adjustments, net (3,911) 2,445 (3,314) (1,751) Interest expense, net 6,778 4,824 31,798 23,543 Income tax (benefit) provision (2,648) 174 (22,791) (3,764) Depreciation 9,731 8,395 39,564 35,349 Amortization of intangible assets 10,185 9,561 43,885 39,789 Restructuring and other charges 4,931 (48) 14,012 5,576 Impairment of long-lived assets — — — — Acquisition, financing and other third party costs 1,072 581 5,912 5,538 Fair value adjustments from purchase accounting 131 132 664 525 Litigation and settlement expense, net 5,467 2,120 9,893 15,693 Stock-based and other non-cash compensation expense 12,124 10,768 44,758 46,546 Adjusted EBITDA $24,690 $36,091 $99,330 $152,943 Notes 1. Rounded amounts used. 2. All references in this presentation to the third quarter of fiscal 2026 and LTM Q3 FY26 are to the quarter ended March 27, 2026, and the four- quarter period ended March 27, 2026. All references in this presentation to the third quarter of fiscal 2025 and LTM Q3 FY25 are to the quarter ended March 28, 2025, and the four- quarter period ended March 28, 2025.
© Mercury Systems, Inc. /Mercury Proprietary/No Tech Data/ Free cash flow reconciliation 16 Notes 1. Rounded amounts used.(In thousands)(1) Q3 FY25 Q3 FY26 LTM Q3 FY25 LTM Q3 FY26 Cash provided by operating activities $29,974 $6,442 $172,537 $98,310 Purchases of property and equipment (5,914) (8,263) (26,053) (24,811) Free cash flow $24,060 ($1,821) $146,484 $73,499
FAQ
How did Mercury Systems (MRCY) perform financially in Q3 fiscal 2026?
Mercury Systems grew revenue to $235.8 million in Q3 fiscal 2026, up from $211.4 million a year earlier. GAAP net loss narrowed to $2.9 million, while adjusted EBITDA increased to $36.1 million, giving a 15.3% margin as operational performance improved.
What were Mercury Systems’ Q3 2026 bookings, book-to-bill, and backlog?
Q3 2026 bookings reached a record $348.3 million with a 1.48 book-to-bill ratio. Backlog rose to about $1.58 billion, up 18% year-over-year, with roughly $890.6 million expected to convert to revenue within 12 months, supporting future sales visibility.
Did Mercury Systems (MRCY) generate a profit in Q3 fiscal 2026?
Mercury Systems remained unprofitable on a GAAP basis, reporting a Q3 2026 net loss of $2.9 million, or $0.04 per share. However, adjusted income was $16.4 million, translating to adjusted earnings per share of $0.27, up from $0.06 a year earlier.
How did Mercury Systems’ cash flow and free cash flow trend in Q3 2026?
Cash provided by operating activities in Q3 2026 was $6.4 million, down from $30.0 million in the prior-year quarter. After $8.3 million of capital expenditures, free cash flow was negative $1.8 million, compared with positive $24.1 million a year earlier.
What guidance did Mercury Systems provide for full-year fiscal 2026?
Management now expects fiscal 2026 revenue growth approaching mid single-digits, up from prior low single-digits. They also target full-year adjusted EBITDA margin in the mid-teens and anticipate positive free cash flow in the fourth quarter of fiscal 2026.
How did margins evolve for Mercury Systems in Q3 fiscal 2026?
Gross margin improved to 29.3% in Q3 2026, up from 27.0% a year earlier, as lower-margin backlog was converted and new work reflected better pricing. Adjusted EBITDA margin increased to 15.3%, compared with 11.7% in the prior-year quarter, showing operating leverage.