Mercury Systems Reports Second Quarter Fiscal 2024 Results

• Q2 FY24 Bookings of $325.4 million; book-to-bill ratio of 1.65
• Q2 FY24 Revenue of $197.5 million; GAAP net loss and adjusted EBITDA ($45.6) million and ($21.3) million, respectively
• Q2 FY24 Cash flow from operations of $45.5 million, free cash flow $37.5 million
  

ANDOVER, Mass., Feb. 06, 2024 (GLOBE NEWSWIRE) -- Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com), reported operating results for the second quarter of fiscal year 2024, ended December 29, 2023.

“In the second quarter of this transitional year, we focused on the two dynamics in our business that we believe are transitory—shifting our high mix of development programs to production and converting our high level of working capital into significant cash flow,” said Bill Ballhaus, Mercury’s Chairman and CEO. “While our financial performance was diminished by a number of factors, including what we believe is outsized program cost growth as well as manufacturing adjustments and contract settlements, we made solid headway in each of our four priority focus areas – delivering predictable performance, building a thriving growth engine, expanding margins, and driving improved free cash flow.”

“In the quarter we received a near-record $325.4 million of bookings, reflecting a 1.65 book-to-bill ratio. We delivered $45.5 million of operating cash and $37.5 million in positive free cash flow. We made better-than-anticipated progress on our challenged programs, completing an additional four programs. And we consolidated our operations into a single, integrated operating unit that will eliminate redundancy and deliver an incremental $20 million in annual run-rate savings.”

Second Quarter Fiscal 2024 Results

Total Company second quarter fiscal 2024 revenues were $197.5 million, compared to $229.6 million in the second quarter of fiscal 2023.

Total bookings for the second quarter of fiscal 2024 were $325.4 million, yielding a book-to-bill ratio of 1.65 for the quarter.

Total Company GAAP net loss and loss per share for the second quarter of fiscal 2024 was ($45.6) million, and ($0.79), respectively, compared to GAAP net loss and loss per share of ($10.9) million, and ($0.19), respectively, for the second quarter of fiscal 2023. Adjusted (loss) earnings per share (“adjusted EPS”) was ($0.42) per share for the second quarter of fiscal 2024, compared to $0.26 per share in the second quarter of fiscal 2023.

Second quarter fiscal 2024 adjusted EBITDA for the total Company was ($21.3) million, compared to $35.7 million for the second quarter of fiscal 2023.

Cash flows provided by operating activities in the second quarter of fiscal 2024 were $45.5 million, compared to $35.4 million in the second quarter of fiscal 2023. Free cash flow, defined as cash flows from operating activities less capital expenditures for property and equipment, was $37.5 million for the second quarter of fiscal 2024 and $22.2 million for the second quarter of fiscal 2023.

Backlog

Mercury’s total backlog at December 29, 2023 was $1.28 billion, a $160.5 million increase from a year ago. Of the December 29, 2023 total backlog, $786.4 million represents orders expected to be recognized as revenue within the next 12 months.

Business Outlook

This section presents our current expectations and estimates for revenue, given current visibility, on our business outlook for fiscal year 2024. It is possible that actual performance will differ materially from the estimates given, either on the upside or on the downside. Investors should consider all of the risks with respect to these estimates, including those listed in the Safe Harbor Statement below and in the Second Quarter Fiscal 2024 Earnings Presentation and in our periodic filings with the U.S. Securities and Exchange Commission, and make themselves aware of how these risks may impact our actual performance. All references in this press release to the full fiscal 2024 are to the 52-week period ending June 28, 2024.

For the full fiscal year 2024, revenues are forecasted to be in the range of $800.0 million to $850.0 million based on our first half revenue performance coupled with reduced volumes expected in the second half. Our first half revenue performance, particularly in the second quarter, included significant revenue reductions due to program cost growth. In addition, we expect lower volumes in the second half as we continue to apply our operational capacity to advance challenged and late-stage development programs as well as reduce working capital especially related to unbilled receivables. Our demand remains strong and our outlook for bookings is unchanged. We continue to expect bookings to exceed $1 billion for the full fiscal year.

The reduction in full year revenue guidance naturally yields a reduction to expected GAAP and Non-GAAP results as well. GAAP net (loss) income and GAAP (loss) earnings per share as well as adjusted EBITDA and adjusted (loss) earnings per share guidance provided on November 7, 2023 is being withdrawn given uncertainty of timing and range of additional potential actions to settle contractual arrangements or continued adjustments to our cost structure, where appropriate. Operating cash flow as well as free cash flow are expected to be positive for the second half of the year and full fiscal year. Covenant net leverage is expected to stay well within the thresholds allowed in our credit agreement for the remainder of the fiscal year.

Conference Call Information

Management will host a conference call and simultaneous webcast at 5:00 p.m. ET on Tuesday, February 6, 2024, 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 attend the conference call or webcast, participants should register online at ir.mrcy.com/events-presentations. Participants are requested to register a day in advance or at a minimum 15 minutes before the start of the call. A replay of the webcast will be available two hours after the call and archived on the same web page for six months.

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”), free cash flow, organic revenue and acquired revenue, 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 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 24 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 Twitter (twitter.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.

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 under a refreshed Board and leadership team. 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 geopolitical unrest 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, 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 such as semiconductors, production delays or unanticipated expenses including due to quality issues or manufacturing execution issues, capacity underutilization, increases in scrap or inventory write-offs, failure to achieve or maintain manufacturing quality certifications, such as AS9100, 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, changes in tax rates or tax regulations, such as the deductibility of internal research and development, 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 dispute arising with the former CEO over his resignation, 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 30, 2023 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:
David E. Farnsworth, CFO
Mercury Systems, Inc.
978-967-1991

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.

MERCURY SYSTEMS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands)
		December 29,			June 30,
		2023			2023
Assets
Current assets:
Cash and cash equivalents		$	168,646		$	71,563
Accounts receivable, net			82,737			124,729
Unbilled receivables and costs in excess of billings, net			351,003			382,558
Inventory			354,212			337,216
Prepaid income taxes			5,753			—
Prepaid expenses and other current assets			21,470			20,952
Total current assets			983,821			937,018
Property and equipment, net			114,361			119,554
Goodwill			938,093			938,093
Intangible assets, net			273,309			298,051
Operating lease right-of-use assets, net			65,657			63,015
Deferred tax asset			55,426			27,099
Other non-current assets			5,585			8,537
Total assets		$	2,436,252		$	2,391,367
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	88,060		$	103,986
Accrued expenses			31,484			28,423
Accrued compensation			25,133			30,419
Income taxes payable			—			13,874
Deferred revenues and customer advances			81,044			56,562
Total current liabilities			225,721			233,264
Income taxes payable			5,166			5,166
Long-term debt			616,500			511,500
Operating lease liabilities			68,252			66,797
Other non-current liabilities			16,121			7,955
Total liabilities			931,760			824,682
Shareholders’ equity:
Preferred stock			—			—
Common stock			576			570
Additional paid-in capital			1,220,343			1,196,847
Retained earnings			275,150			357,439
Accumulated other comprehensive income			8,423			11,829
Total shareholders’ equity			1,504,492			1,566,685
Total liabilities and shareholders’ equity		$	2,436,252		$	2,391,367

MERCURY SYSTEMS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
		Second Quarters Ended								Six Months Ended
		December 29, 2023				December 30, 2022				December 29, 2023				December 30, 2022
Net revenues		$	197,463			$	229,588			$	378,454			$	457,167
Cost of revenues(1)			165,943				148,628				296,407				298,112
Gross margin			31,520				80,960				82,047				159,055
Operating expenses:
Selling, general and administrative(1)			44,470				45,057				80,264				84,000
Research and development(1)			28,476				26,906				60,348				54,672
Amortization of intangible assets			12,270				13,536				24,817				28,110
Restructuring and other charges			2				2,069				9,548				3,577
Acquisition costs and other related expenses			231				939				1,200				3,437
Total operating expenses			85,449				88,507				176,177				173,796
Loss from operations			(53,929	)			(7,547	)			(94,130	)			(14,741	)
Interest income			29				220				132				249
Interest expense			(8,674	)			(6,590	)			(16,537	)			(11,137	)
Other (expense) income, net			(1,148	)			846				(2,922	)			(2,799	)
Loss before income taxes benefit			(63,722	)			(13,071	)			(113,457	)			(28,428	)
Income tax benefit(2)			(18,141	)			(2,151	)			(31,168	)			(3,173	)
Net loss		$	(45,581	)		$	(10,920	)		$	(82,289	)		$	(25,255	)
Basic net loss per share		$	(0.79	)		$	(0.19	)		$	(1.44	)		$	(0.45	)
Diluted net loss earnings per share		$	(0.79	)		$	(0.19	)		$	(1.44	)		$	(0.45	)
Weighted-average shares outstanding:
Basic			57,424				56,252				57,314				56,126
Diluted			57,424				56,252				57,314				56,126
(1) Includes stock-based compensation expense, allocated as follows:
Cost of revenues		$	4			$	237			$	820			$	1,036
Selling, general and administrative		$	5,742			$	8,277			$	7,503			$	13,155
Research and development		$	1,640			$	1,744			$	3,180			$	3,316

MERCURY SYSTEMS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
		Second Quarters Ended								Six Months Ended
		December 29, 2023				December 30, 2022				December 29, 2023				December 30, 2022
Cash flows from operating activities:
Net loss		$	(45,581	)		$	(10,920	)		$	(82,289	)		$	(25,255	)
Depreciation and amortization			22,193				27,233				44,885				50,934
Other non-cash items, net			1,640				(8,205	)			(2,011	)			609
Cash settlement for termination of interest rate swap			—				—				7,403				5,995
Changes in operating assets and liabilities			67,242				27,284				38,438				(62,930	)
Net cash provided by (used in) operating activities			45,494				35,392				6,426				(30,647	)
Cash flows from investing activities:
Purchases of property and equipment			(7,990	)			(13,176	)			(16,005	)			(20,504	)
Other investing activities			—				52				—				102
Net cash used in investing activities			(7,990	)			(13,124	)			(16,005	)			(20,402	)
Cash flows from financing activities:
Proceeds from employee stock plans			3,163				2,393				3,163				2,393
Borrowings under credit facilities			40,000				40,000				105,000				100,000
Payments under credit facilities			—				(40,000	)			—				(40,000	)
Payments of deferred financing and offering costs			(1,931	)			—				(1,931	)			—
Payments for retirement of common stock			(15	)			—				(15	)			(63	)
Net cash provided by financing activities			41,217				2,393				106,217				62,330
Effect of exchange rate changes on cash and cash equivalents			556				302				445				9
Net increase in cash and cash equivalents			79,277				24,963				97,083				11,290
Cash and cash equivalents at beginning of period			89,369				51,981				71,563				65,654
Cash and cash equivalents at end of period		$	168,646			$	76,944			$	168,646			$	76,944

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands)

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 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 product lines. 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.

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 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.

COVID related expenses. The Company incurred costs associated with the COVID pandemic. These costs relate primarily to enhanced compensation and benefits for employees as well as incremental supplies and services to support social distancing and mitigate the spread of COVID. These costs include expanded sick pay related to COVID, overtime, the Mercury Employee COVID Relief Fund, meals and other compensation-related expenses as well as ongoing testing for onsite employees. Management believes these items are outside the normal operations of the Company and are not indicative of ongoing operating results.

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 any 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.

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.

		Second Quarters Ended								Six Months Ended
		December 29, 2023				December 30, 2022				December 29, 2023				December 30, 2022
Net loss		$	(45,581	)		$	(10,920	)		$	(82,289	)		$	(25,255	)
Other non-operating adjustments, net			(1,042	)			(1,463	)			(311	)			334
Interest expense, net			8,645				6,370				16,405				10,888
Income tax benefit			(18,141	)			(2,151	)			(31,168	)			(3,173	)
Depreciation			9,923				13,697				20,068				22,824
Amortization of intangible assets			12,270				13,536				24,817				28,110
Restructuring and other charges			2				2,069				9,548				3,577
Impairment of long-lived assets			—				—				—				—
Acquisition, financing and other third party costs			860				1,309				2,192				4,173
Fair value adjustments from purchase accounting			178				177				355				1
Litigation and settlement expense, net			1,383				70				1,886				1,375
COVID related expenses			—				—				—				61
Stock-based and other non-cash compensation expense			10,195				13,003				19,146				23,943
Adjusted EBITDA		$	(21,308	)		$	35,697			$	(19,351	)		$	66,858

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.

The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.

		Second Quarters Ended								Six Months Ended
		December 29, 2023				December 30, 2022				December 29, 2023				December 30, 2022
Net cash provided by (used in) operating activities		$	45,494			$	35,392			$	6,426			$	(30,647	)
Purchases of property and equipment			(7,990	)			(13,176	)			(16,005	)			(20,504	)
Free cash flow		$	37,504			$	22,216			$	(9,579	)		$	(51,151	)

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except per share data)

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, COVID related expenses, 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.

		Second Quarters Ended
		December 29, 2023								December 30, 2022
Net loss and loss per share		$	(45,581	)		$	(0.79	)		$	(10,920	)		$	(0.19	)
Other non-operating adjustments, net			(1,042	)							(1,463	)
Amortization of intangible assets			12,270								13,536
Restructuring and other charges			2								2,069
Impairment of long-lived assets			—								—
Acquisition, financing and other third party costs			860								1,309
Fair value adjustments from purchase accounting			178								177
Litigation and settlement expense, net			1,383								70
COVID related expenses			—								—
Stock-based and other non-cash compensation expense			10,195								13,003
Impact to income taxes(1)			(2,446	)							(3,039	)
Adjusted (loss) income and adjusted (loss) earnings per share(2)		$	(24,181	)		$	(0.42	)		$	14,742			$	0.26
Diluted weighted-average shares outstanding							57,424								56,477

_{⁽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 expense or benefit related to the items.}

_{⁽²⁾ Loss per share and adjusted loss per share is calculated using basic shares whereas earnings per share and adjusted earnings per share is calculated using diluted shares. There was no impact to the calculation of adjusted earnings per share as a result of this for the second quarter ended December 30, 2022.}

		Six Months Ended
		December 29, 2023								December 30, 2022
Net loss and loss per share		$	(82,289	)		$	(1.44	)		$	(25,255	)		$	(0.45	)
Other non-operating adjustments, net			(311	)							334
Amortization of intangible assets			24,817								28,110
Restructuring and other charges			9,548								3,577
Impairment of long-lived assets			—								—
Acquisition, financing and other third party costs			2,192								4,173
Fair value adjustments from purchase accounting			355								1
Litigation and settlement expense, net			1,886								1,375
COVID related expenses			—								61
Stock-based and other non-cash compensation expense			19,146								23,943
Impact to income taxes(1)			(13,204	)							(8,230	)
Adjusted (loss) income and adjusted (loss) earnings per share(2)		$	(37,860	)		$	(0.66	)		$	28,089			$	0.50
Diluted weighted-average shares outstanding							57,314								56,445

_{⁽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 expense or benefit related to the items.}

_{⁽²⁾ Loss per share and adjusted loss per share is calculated using basic shares whereas earnings per share and adjusted earnings per share is calculated using diluted shares. There was no impact to the calculation of adjusted earnings per share as a result of this for the six months ended December 30, 2022.}

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands)

Organic revenue and acquired revenue are non-GAAP measures for reporting financial performance of the Company’s business. Management believes this information provides investors with insight as to the Company’s ongoing business performance. Organic revenue represents total company revenue excluding net revenue from acquired companies for the first four full quarters since the entities’ acquisition date (which excludes intercompany transactions). Acquired revenue represents revenue from acquired companies for the first four full quarters since the entities’ acquisition date (which excludes intercompany transactions). After the completion of four full fiscal quarters, acquired revenue is treated as organic for current and comparable historical periods.

The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.

		Second Quarters Ended						Six Months Ended
		December 29, 2023			December 30, 2022			December 29, 2023			December 30, 2022
Organic revenue		$	197,463		$	229,588		$	378,454		$	457,167
Acquired revenue			—			—			—			—
Net revenues		$	197,463		$	229,588		$	378,454		$	457,167