MRCY - NASDAQ

Good afternoon, and thank you for joining us. With me today is our Chairman and Chief Executive Officer, Bill Ballhaus. If you've not received a copy of the earnings press release we issued earlier this afternoon, you can find it on our website at mrcy.com. The slide presentation that Bill and I will be referring to is posted on the Investor Relations section of the website under Events and Presentations. Turning to Slide 2 in the presentation, I'd like to remind you that today's presentation includes forward-looking statements, including information regarding Mercury's financial outlook, future plans, objectives, business prospects and anticipated financial performance. These forward-looking statements are subject to future risks and uncertainties that could cause our actual results or performance to differ materially. All forward-looking statements should be considered in conjunction with the cautionary statements on Slide 2, in the earnings press release and the risk factors included in Mercury's SEC filings. I'd also like to mention that in addition to reporting financial results in accordance with generally accepted accounting principles or GAAP, during our call, we will also discuss several non-GAAP financial measures. Specifically adjusted income, adjusted earnings per share, adjusted EBITDA, free cash flow, organic revenue and acquired revenue. A reconciliation of these non-GAAP metrics is included as an appendix to today's slide presentation and in the earnings press release. I'll now turn the call over to Mercury's Chairman and CEO, Bill Ballhaus, please turn to Slide 3.

Thanks, Dave. Good afternoon. Thank you for joining our Q3 FY '24 earnings call. Today, I'd like to talk through three topics. First, some introductory comments on our business and results. Second, an update on the progress we are making in each of our four priority areas: delivering predictable performance, building a thriving growth engine, expanding margins and driving improved free cash flow. And third, expectations for our performance both for the balance of FY '24 and longer term. Then I'll turn it over to Dave, who will walk through our financial results and guidance. Before jumping in, I'd like to thank our customers for their collaborative partnership and the trust they put in Mercury to support their most critical programs. And our mercury team for their dedication and commitment to delivering mission-critical processing at the edge. Please turn to Slide 4. As I've said in the past, while we believe FY '24 is a transitional year, I'm optimistic about our strategic positioning as a leader in mission-critical processing at the edge and our ability to deliver predictable organic growth with expanding margins and robust free cash flow. Our Q3 results similar to Q1 and Q2 reflect progress we are making in addressing what we believe to be transitory challenges associated with a multiyear increase of working capital and a high mix of firm fixed price development programs. We are executing on and transitioning these programs towards low and then full rate production and expect them to be a driver of our near- and medium-term organic growth. Additionally, in Q2, we paused the transition of our common processing architecture toward full rate production in order to retire risk and validate a highly producible, scalable design. This pause in production activity, combined with the investments we are making in this technology area have led to expected impacts on Q3 bookings, revenue, adjusted EBITDA and free cash flow. That said, we believe we have driven to root cause and implemented corrective actions in our common processing area. In addition, we have initiated limited pilot production in Q4, which has returned positive results in terms of yield and is an important initial step toward full-scale production. We remain confident that the significant investments we are making in this area will lead to profitable organic growth where we see robust demand for our unique ability to support our customers' stringent mission-critical needs. In Q3, we made solid progress in each of our four priority focus areas with highlights that include completing or retiring risk on two additional challenge programs in Q3 and an additional one so far in Q4, expanding our record backlog to nearly $1.3 billion up 17% year-over-year. Leaning our cost structure as we further streamline our operations, enabling increased positive operating leverage as we expect to return to organic growth. Reversing the multiyear trend of growth in working capital with net working capital down 8% year-over-year and sequential reductions in inventory and unbilled receivables. As we continue to make progress in what we believe is a transition year, we look forward to closing out FY '24 and expect to enter FY '25 with a clear path to delivering predictable organic growth, expanding margins and strong cash flow. Please turn to Slide 5. Following those introductory comments, I'd like to spend time on each of our four focus areas, starting with our first focus area of delivering predictable performance. Our Q3 results reflect a number of impacts that we believe obscured the underlying performance of the business. Specifically, we recognized approximately $39 million of items that we believe are transitory, including $16 million of program cost growth impact across our portfolio, $12 million of inventory reserves in scrap, $5 million of warranty reserves and $6 million associated with contract settlement reserves. These items reduced Q3 revenue by approximately $16 million, gross margin by approximately $32 million and the remainder impacting operating expenses. As in prior quarters, we experienced the majority of these impacts in a subset of our portfolio, representing approximately 20% of the business and the majority of our challenged programs. As such, this part of the business contributed negative gross profit in Q3 and obscured performance in the balance of the portfolio, which is performing well and consistent with our expectations. The approximately $16 million of development and production program cost growth is a near 50% reduction from what we experienced last quarter. And consisted of approximately $6 million from our challenge programs with more than half of the impact tied to one program and approximately $10 million spread across the remaining programs. We continue to see the majority of our EAC cost growth isolated to the 20% of the business. While this level of EAC impact is above what we would like to see on a go-forward basis, we are encouraged that as we continue to refine our EAC process across our portfolio, this is the lowest level of EAC impact in four quarters. As shown on Slide 6, with respect to the challenge programs, during the third quarter, we progressed as expected by completing, exiting, or retiring risk on two of the original 19 programs. And in Q4, we have completed one additional program, and we believe we have now retired risk on 11 of the original 19 challenged programs that have driven earnings volatility in recent quarters. For the remaining programs, we expect to close out half this quarter and largely retired the challenge programs risk as we exit FY '24. Please turn to Slide 7. Turning now to the second focus area driving organic growth. Bookings for the quarter were $220 million, resulting in a 1.06 book-to-bill with a few opportunities moving out of the quarter, awaiting the completion of our efforts to begin the transition to full rate production in our common processing technology area. Our backlog now at a record $1.3 billion is up 17% year-over-year. And notably, when we look at the bookings so far this year, approximately 80% of our firm fixed-price bookings are production in nature. Which we believe is a good leading indicator that the mix shift in our business is occurring. Several marquee wins in the quarter are worth noting. In January, Mercury finalized a production agreement with BlueHalo to provide digital signal processing hardware to support the U.S. Space Force's satellite communications augmentation resource or SCAR program. In February, we announced a five-year $243.8 million indefinite delivery, indefinite quantity contract to deliver rapidly reprogrammable electronic attack training subsystems to the U.S. Navy. And we have received and are executing on the first production order. These subsystems build on more than 25 years of test and training technology from the Mercury processing platform to bring the most advanced near-peer jamming and electronic warfare capabilities to U.S. pilot training organizations. As mentioned on our second quarter earnings call, we were chosen by L3 Harris Technologies to provide solid state data recorders for the U.S. space development agencies, tranche two tracking layer satellite constellation. The $31 million contract award supports 18 satellites following the delivery of hardware for 20 earlier spacecraft. I also want to mention a development milestone on a new strategic weapon system program that we announced last quarter with a booking value of $91 million. The team held a successful integrated baseline review with the customer, confirming that our approach will meet cost, schedule and performance targets. As a result, we received the maximum possible award fee for this phase of the cost-plus contract. We will spend the next several years developing and delivering prototype hardware for this critical national security program. These awards are important, not only because of their value and impact on our growth trajectory, but also because they reflect our customers' continued trust in Mercury to support their most critical franchise programs. Please turn to Slide 8. Now turning to our third priority focus area, expanding margins. So far in FY '24, we delivered margins beneath our targets. These shortfalls are primarily driven by the previously discussed impacts that we believe are transitory and negative operating leverage from relatively low production volume, largely driven by development program delays and exacerbated in Q3 as expected with the production hold in our common processing technology area. As we've mentioned in prior quarters, to achieve our adjusted EBITDA margin targets, we are focused on the following levers: executing on our development programs and minimizing cost growth impacts, getting back toward a more historical 20/80 mix of development to production programs, driving organic growth to generate positive operating leverage and achieving cost efficiencies. I discussed on this call, our program execution and cost growth containment efforts along with our organic growth efforts. Regarding cost efficiencies, as previously mentioned, in Q1, we've implemented a series of cost reduction actions. In January, we announced a corporate reorganization in which we streamlined and simplified our operations, consolidating our two different integrated structure into a single integrated structure incorporating all of our lines of business and matrix business functions reporting into our COO, Roger Wells. Earlier in Q4, a we announced the second phase of this realignment, organizing our U.S.-based business units into two product business units and an integrated processing solutions business unit, and centralizing our engineering, operations and mission assurance functions. Additionally, we stood up an advanced concepts group that is focused on advanced technologies, innovation and strategic growth pursuits. This second phase of our realignment will contribute additional efficiencies to our previously mentioned run rate savings of $44 million that we've already actioned approximately $24 million to $26 million of those previously action savings are expected to be recognized inside the fiscal year. Overall, although we've seen the adverse margin impact of what we believe are transitory issues and negative operating leverage in FY '24, we believe the structural efficiencies of our realignment and other cost savings measures will be evident in our margin profile going forward as we expect to return to growth in FY '25 and beyond. Please turn to Slide 9. Finally, turning to our fourth priority focus area, improved free cash flow. We continue to make progress in reducing net working capital, which is down 8% year-over-year after years of expansion. Inventory was down sequentially by $11 million from $354 million in Q2 to $343 million in Q3, driven primarily by manufacturing adjustments associated with specifically identified inventory reserves. Notably, while inventory is flat year-over-year, WIP is up approximately 45% from our prior fiscal year-end from $83 million to $120 million, reflecting an increased mix of inventory progressed towards delivery. Even with the pause initiated in Q2 in common processing architecture, production and deliveries, unbilled receivables is down sequentially from $351 million in Q2 to $325 million in Q3 and down $63 million from Q1. The improvement in unbilled since Q1 is in part driven by Q2 and Q3 billings, which were the two highest billings quarters on overtime revenue contracts in the Company's history. This included an increase in unbilled of approximately $15 million tied to four recent new bookings that generated revenue in Q3, all of which has now been invoiced in Q4. Please turn to Slide 10. As discussed, we continue to make progress in our four priority focus areas. That said, for the first three quarters of FY '24, our revenue and earnings are below expectations primarily due to higher-than-expected cost growth and other charges as we proactively retire risk across the portfolio, especially related to our challenge programs and lower second half volume tied to deposit activities associated with the common processing architecture. Aside from these headwinds, which we believe are temporary, we continue to set our sights on delivering above-average industry growth with low to mid-20% adjusted EBITDA margins over the longer term. For the balance of FY '24, we plan to continue to work on the transitions I discussed earlier. Shifting our large portfolio of development programs to production, especially the remaining challenge programs ramping up our common processing production line and focusing our operational capacity on burning down net working capital, particularly in unbilled receivables and inventory. As I have said in prior calls, we believe that demand remains strong. Our outlook for bookings is unchanged, and we continue to expect full year bookings above $1 billion. In addition, we continue to expect revenue in the range of $800 million to $850 million as well as positive free cash flow for the full fiscal year. With that, I'll turn it over to Dave to walk through the financial results for the third quarter, and I look forward to your questions. Dave?

Thank you, Bill. I'll start with our third quarter fiscal '24 results and then move to our Q4 and fiscal '24 outlook. As expected, our financial performance in the third quarter was below that of the prior year across all P&L metrics. As discussed in our prior earnings calls, we believe that fiscal '24 is a transition year. Where the organization is seeking to execute on both our challenged and development programs and then progress toward the follow-on production awards. Through that transition, we expect to recognize the small proportion of remaining revenues on the challenged program contracts, but more importantly, we expect to move towards releasing significant working capital balances especially related to unbilled receivables. We then anticipate shifting our resources to execute on the follow-on production awards, which we believe will begin to rebalance our program portfolio more heavily toward higher margin predictable production programs as well as consume existing inventories. We continue to expect this transition to occur in Q4 and into fiscal '25. In Q3, as Bill discussed, we made progress towards this rebalance with a continued focus on our four priorities. We made progress completing exiting our otherwise retiring risk on our challenge programs, we expanded our record backlog to nearly $1.3 billion, we further reduced our cost structure to drive margin expansion, and we continue to work towards reversing the multiyear trend in working capital growth. With that, please turn to Slide 11, which details the Q3 results. Our bookings for the quarter were $220 million with a book-to-bill of 1.06 million yielding backlog of $1.3 billion, up over $190 million or 17% year-over-year and $12 million or 1% sequentially. As Bill discussed, we feel good about the mix in our backlog with approximately 80% of our firm fixed price bookings this year being production contracts. We believe these recent bookings are a leading indicator of the shift in the mix of our backlog from development to production. We continue to maintain our focus on not only backlog growth, but the quality of our backlog in terms of margin and our ability to predictably perform. Revenues for the third quarter were $208 million, down $55 million or 21% compared to the prior year of $264 million. As expected, revenues decreased year-over-year as we continue to prioritize resources to execute our challenged programs transition from higher mix of development programs and aim to better align our operating cadence with prudent working capital management. As Bill noted, we experienced approximately $16 million of cost growth impact in the quarter as compared to approximately $7 million in the prior year, which affected revenue. The $16 million, which was the lowest EAC growth in the last four quarters was comprised of $6 million related to our challenge programs and approximately $10 million related to multiple development and production programs. In accordance with GAAP, this resulted in cumulative revenue adjustments to properly reflect progress on the programs due to the revised cost baselines driving an overweight impact in the third quarter. The $6 million cost growth impact related to our challenged programs was largely tied to one program, representing nearly 60% of the impact. This program and several others in our portfolio were impacted by an industry-wide supplier issue, which has since been resolved. As well as technical execution issues resulting from facts and circumstances in the quarter. While we executed largely in line with expectations across the remaining challenged programs, we did experience cost growth on certain other development and production programs in the quarter, which impacted revenues in a similar manner. Of the nearly $10 million of cost growth impact related to development and production programs, we continue to see roughly 20% of the business driving the majority of this cost growth. The cost growth within our development and production programs was attributable to several factors, including the industry-wide supplier issue previously mentioned, technical issues resulting in incremental rework costs and risk mitigation costs. Finally, as we build and mature integrated processes and management systems, we seek to continuously assess our judgments and estimates including potential future risks and opportunities based on the latest and best information available. Gross margin for the second quarter decreased to 19.5% from 34.3% in the prior year. Gross margin contracted year-over-year primarily as a result of cost growth impacts as well as higher manufacturing adjustments, especially as related to inventory reserves, warranty expense and scrap. As Jeff discussed, we recorded approximately $16 million of program cost growth impact in the quarter. This represents approximately $9 million of incremental cost growth impact year-over-year. The remaining decrease in gross margin year-over-year was primarily due to higher manufacturing adjustments of approximately $16 million related to inventory reserves, warranty expense and scrap. With regard to inventory reserves, we recorded over $7 million more reserves in the quarter as compared to the prior year. The primary drivers of the specifically identified excess and obsolete inventory in the quarter were related to end-of-life components where designing changes have occurred as well as configuration changes necessary to drive efficient production in the common processing architecture. Our process going forward is to procure end-of-life components with funding from our customers where possible. As you know, we are working on our common processing architecture and the changes necessary to drive efficient production. We experienced higher levels of scrap, especially related to the common processing architecture involved in several over-challenged programs. Due to the nature of the technology, the scrap material is high value and cannot be reused or rework. We have several initiatives underway designed to address more efficient and cost-effective producibility of these systems. With regard to warranty expense, we recorded approximately $5 million of additional expense in the quarter as compared to the prior year. primarily associated with estimated costs related to repair and rework of some previously delivered common processing architecture products. As was the case in Q3, we expect gross margins to improve sequentially in the fourth quarter. That said, we believe the full year fiscal '24 gross margins will be below those of fiscal '23, given the higher-than-expected cost growth impacts through the first three quarters of fiscal '24. We expect gross margins to continue to be impacted by unknown risks that may materialize as we progress these challenged programs and other development programs through final stages of development and into production. Operating expenses decreased approximately $2 million year-over-year, primarily due to lower R&D and SG&A expenses as compared to the prior year. These decreases were driven by the previously announced organizational consolidation of our divisions into one unified structure, incorporating multiple lines of business and Matrix business functions in January 2024. The workforce reduction eliminated approximately 100 positions driving $9.8 million of restructuring expense in the period. In total, our previously mentioned cost savings actions in fiscal '24 are expected to yield over $44 million in annual run rate savings, of which $24 million to $26 million are expected to be recognized in the fiscal year. We are implementing additional efficiencies in Q4 as we complete the second phase of our realignment. That said, the third quarter of fiscal '24 included $6 million of contract settlement reserves related to anticipated settlements resulting from negotiations to reduce performance obligation on customer contracts that do not align with our strategy or otherwise do not have acceptable returns in exchange for lower cash consideration. We believe these costs are not comparable to the prior year. And thus, our run rate operating expenses would have decreased nearly $8.3 million year-over-year reflecting the cost savings actions executed in the first and third quarters of fiscal '24. GAAP net loss and loss per share in the third quarter was $44.6 million and $0.77, respectively, as compared to GAAP net income and earnings per share of $5.2 million and $0.09, respectively, in the prior year. The decrease in year-over-year earnings is primarily a result of nearly $9 million of incremental program cost growth impacts $11 million of incremental inventory reserves in scrap, approximately $5 million in incremental warranty expense, as well as $6 million of contract settlement reserves. GAAP net loss was also impacted by the temporary volume shift in revenues as we align our operating cadence with prudent working capital management. These factors were partially offset by over $2 million of incremental tax benefit year-over-year. Adjusted EBITDA for the third quarter was negative $2.4 million compared to $43.5 million in the prior year. Adjusted loss per share was $0.26 as compared to adjusted earnings per share of $0.40 in the prior year. The year-over-year decrease was primarily related to the same cost that impacted GAAP net loss and loss per share. Slide 12 presents Mercury's balance sheet for the last five quarters. We ended the second quarter with cash and cash equivalents of $143 million. We have $616.5 million of funded debt under our revolver. Billed receivables increased approximately $9 million due to the timing of invoicing collections in the quarter as well as reduced receivables factoring in the period. Unbilled receivables decreased approximately $26 million due in part to successful execution in billings across the program portfolio. As well as the cumulative adjustments associated with the cost growth impacts in the quarter and our contract settlement reserves, as previously discussed. Inventory decreased approximately $11 million, primarily as a result of the incremental reserve and scrap activity in the quarter. Accounts payable decreased over $8 million evidencing the shift in our operating cadence aimed at better aligning the timing of material purchases with both contract awards and resource availability. Deferred revenues decreased approximately $11 million in the quarter, reflecting revenue recognized on the higher volume of customer advances we successfully negotiated with favorable billing terms as we previously discussed on our Q2 earnings call. Working capital increased approximately $12 million in the third quarter. However, we have made progress in reducing this balance 8% year-over-year after multiple years of expansion. The third quarter increase was driven by the self-imposed production pause initiated in Q2, combined with investments we are making in our common processing architecture which have delayed our cash flow conversion. As Bill previously mentioned, we believe we are making progress towards resolving the challenges in our common processing architecture as well as in transitioning challenged and other development programs toward production. As such, we expect to see reductions in certain working capital metrics as we continue to execute and convert unbilled to build receivables and then cash. In addition, we expect the mix of development programs to shift to better align with historical norms. And as we receive expected follow-on production awards, we believe we will consume inventory purchased in anticipation of these awards. Turning to cash flow on Slide 13. Free cash flow for the third quarter was an outflow of $25.7 million as compared to an outflow of $12.7 million in the prior year. The outflow was driven by the impact of our program cost growth and the associated impacts to achieve billings on those programs. The industry-wide supplier issue impacting a subset of our programs, which has since been resolved and the self-imposed pause on the common processing architecture as we complete design modifications to allow for a transition toward full-scale production. I'll now turn to our financial guidance for full year fiscal '24. First, we continue to expect bookings above $1 billion for FY '24 as our demand remains strong. Second, while we believe we have made progress in our four priority areas, and we'll continue to do so in the fourth quarter, the cost growth impacts incurred during the first three quarters, coupled with the potential for continued volatility especially related to the single technology may continue to negatively impact revenues and gross margin for the remainder of the year. We still expect both revenues and gross margin to trend lower than the prior year with continued expectation for $800 million to $850 million in revenues for fiscal '24. We believe operating leverage will improve in Q4 due to expected sequential revenue and margin increases, coupled with the cost actions completed in the first and third quarters, along with additional efficiencies we are implementing as part of the second phase of our organizational realignment in Q4. We expect GAAP net loss and loss per share as well as adjusted EBITDA and adjusted loss per share for fiscal '24 will be meaningfully below the prior year. While cash flow in the third quarter was disappointing, we expect improvement in the fourth quarter as we plan to complete or retire risk on a majority of our challenged programs ship and bill final product and convert unbilled receivables to build receivables and then to cash. We continue to expect positive free cash flow for the year. In closing, we believe continuing to execute on our four priority focus areas will not only enable a return to historical revenue growth and profitability but will also drive further margin expansion and cash conversion. Demonstrating the long-term value creation potential of the business. With that, I'll now turn the call back over to Bill.

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

[Operator Instructions]. We'll take the first question from Pete Skibitski, Alembic Global.

So, I guess if all goes well, you're going to be at four challenged programs remaining as you head into fiscal '25. I'm wondering how deep do you think you have to go in fiscal '25 to retire the remaining risk on those programs? I just -- I guess I'm trying to get a sense of, assuming they're all common processing architecture related I'm trying to get a feel for how much technical risk remains on those programs?

Yes. Pete, thanks for the question. It's Bill. I'll take that. You're right that our expectation is as we get to the end of this year, we'll have four challenge programs left. They're all related to this common processing architecture that you've heard us talk about. Where we are with respect to the common processing architecture is we believe that we've gotten to root cause. In understanding what was keeping us from getting to a very specific physical integrity that we need to get to in order for our technology to work as intended. And it's based on our understanding of the material science. And based on that understanding of the material science, we've been able to implement a change in the manufacturing process that allows us to get to the physical integrity that we need. Now we're ramping up production. We've moved to initial production after we've done a ton of testing, a lot of analysis, seen our analysis and the empirical data all match up. So in the fourth quarter, we've done initial builds. We are currently in -- what we're calling pilot production, which will go through the end of the fourth quarter. And as we exit the fourth quarter, we expect to have pretty solid validation of our corrective action, which will then give us the ability and the indications that we need in order to ramp up to full scale production. So I would expect that as we're exiting the fourth quarter moving into the first quarter of FY '25, we should have the validation that we need to make that assessment.

Okay. Okay. So at some point in the first quarter, you'll have a sense whether you can ramp into full production on those programs. Is that a good way to think about it?

Correct. And really, this is all about getting to a sample size that we think is statistically significant. I mean the units that we've built, all the testing that we've done during the quarter all indicate that the corrective action we put in place gets us to where we need to be from a physical integrity standpoint. We want to see that over a much larger sample size to increase our confidence in the corrective action.

Okay. I think I got it. Just one follow-up for me. As you guys thinking about kind of going forward in the '25 and '26, how are you thinking about on ramping new development programs, right, just given -- we've heard about the challenged programs, but I also feel like maybe there's some other development programs that have had some issues, but aren't part of the challenge programs. So how are you thinking about taking on new development programs? And how should we think about the technical risk associated with that going forward?

Yes. It's a great question. And you've heard us talk in the past about our historical mix being around 20%, 80% development to production. We've recently been in this dense space of 40% development, 60% in production. Our goal over time, at least in order to hit our targeted EBITDA margins that we've talked about in prior calls is to see that mix move back towards 20/80. But the mix isn't the only driver. The makeup of the development programs is a big driver. So for instance, the challenge programs that you've heard us talk about, they're all firm fixed price development. While we won some large development awards this year that we feel great about that are cost plus. And so the risk profile on those is very different than firm fixed price development. If you look at our bookings so far this year, we feel like the makeup of those bookings are taking us toward that target of 80/20 and specifically of our firm fixed price bookings this year, 80% are production and 20% are development. And then one other thing I'd point you to is, the level of rigor that we are putting into our bid and proposal activities. And then our program baseline activities once we win a contract and implement it is much more mature than it has been historically. And I think one piece of evidence of that is one of our largest development contracts the integrated baseline review that we went through this quarter and received very good grades from our customer and the highest incentive fee that we could earn on our program is a good indication of the maturing of not only our bidding, but also our program baselining activities.

We'll take the next question from Sheila Kahyaoglu, Jefferies.

Just wanted to maybe ask on the top line. With one quarter left to go, you guys do have a wide range in the fourth quarter. Backlog and book-to-bill is starting to turn. But how do we think about that wide range and your visibility into fiscal '25? Any indications you could provide on that front, especially given a fairly easy comp this year? And production mix being 80% of bookings.

Yes, Sheila, this is Dave. I would say the first part of the question, yes, it is a wide range as we approach Q4. And there's -- when you look at the midpoint of the range, we feel that's the right midpoint of the range. As we think towards -- additional -- could there be additional cost actions that happen between now and the end of the year. And that's what gives us confidence in the lower end of the range. And on the upper end of the range, it really is about timing. And are there -- largely, for us, at this stage, it would be material that staged for the very end of the year. And if it comes in the very end of the year versus the beginning of fiscal '25 would be the difference. So those are really the drivers. We're not at a point where we're thinking about guidance today for FY '25. So we're not putting anything ahead of us right now.

Okay. And then maybe on free cash flow usage, if you could just talk about that a little bit. It would be [the] $26 million in the quarter compared to your comments last time about being close to breakeven. So maybe you talked about working capital improvement. If you could just give us a little bit more detail there as we think about the improvement into fiscal Q4? And getting positive to breakeven free cash flow for the year?

Yes -- and so we feel good about the positive cash flow for the year. We see and Bill talked about the highest billings we've had the last two quarters. And so that has set us up well heading into the fourth quarter. The variance on the cash flow when we were looking towards breakeven, I talked about the industry-wide supplier issue we had, had in Q3, which pushed some of our billings that we expected to get out and collect Q3. They pushed them out towards the end. So that was -- more than half of that variance was driven by that. And this was nonconforming material that we had gotten -- we had to go and change out products. We're not the only ones that got it across the industry. Other people had the same thing. We had to change that out, take it out of product, put conforming material in and deliver those products before we could bill and collect. So that was the single biggest driver on the cash variance for the quarter. So we don't view that as anything that would recur. So that will be part of our Q4, obviously, our Q4 collection.

Your next question comes from Sam Strecker is Securities.

I was curious if you guys could maybe give a little bit more color on how you're thinking about the pipeline of future opportunities, just kind of looking at -- backlog is obviously really good, but it seems like there might be a bit of a decline in bookings from a year-over-year perspective, so from like new orders and things like that. How are you kind of looking at the long term about -- how do you feel about the pipeline long term in that regard?

Yes. This is Bill. I'll take that one. First, your comment on the backlog. Like we said, we feel really good about not only the size of the backlog, but the makeup of the backlog and in particular, this year's bookings and the mix associated with that. We did see some orders slip out of the quarter tied to the work that we're doing on the common processing architecture, which is understandable that customers would want to see us making progress, getting the production back up and running and then eventually getting back to full rate of production. So that did impact bookings somewhat in the quarter. But as we look forward at our pipeline, we feel good not only about the size but also the mix of that pipeline as well. And as we said before, just longer term, we feel like we're in a very strong part of the market, an attractive segment of the market with good growth rates, and I think our pipeline reflects that.

[Operator Instructions]. We'll take the next question from Jan Engelbert, Baird.

The first question, just if we take a step back on the sort of '19 challenge programs that were identified. Can you just give us a sense of -- of the 11 that's been resolved, sort of how many of those have transitioned to production contracts? Have you exited any? And how many do you expect to sort of transition to production in the coming quarters?

Yes, this is Bill. I'll take the question. As far as [exiting], there have been a couple that we have exited. The balance we have completed and generally are on a path toward production is how I would characterize those. And for the ones that are outstanding, we are on a path to close out half of them this quarter, which we expect to transition over time to production. And the four that are remaining are associated with the common processing architecture, all of which we expect to transition to production.

Perfect. Just a quick follow-up. Just -- if we just look at your recent wins in space with BlueHalo and then also on the Tranche2, and all the tailwinds that we're seeing in space with missile -- tracking and missile defense situational aware -- awareness. Should we expect Mercury to sort of more aggressively target space programs in the next couple of years. I mean if we just look at the SDA tracking layer and transport led, if you get with L3, if you can give sort of consistent awards on future tranches, I would think that, that would be a very attractive program as it will sort of almost roll over every two or three years as the [indiscernible] need to get replaced. And just any comments on space and Mercury in the longer term.

Well, we think it is a growth market for us. We're very pleased with the orders that we've received. And I also -- we're also pleased that it's a good mix, I think, of production contracts like BlueHalo as well as new development contracts that we've won that will be drivers of longer-term organic growth. So it's a market that we think is attractive we're well positioned and we're focused on. And back to my earlier comments, is why we're so focused on executing on the development contracts that we won.

And everyone, at this time, there are no further questions. I'll hand the call back to Mr. Bill Ballhaus for any additional or closing remarks.

Well, at this point, thank you. I appreciate the interest and the attendance at the call, and we look forward to updating everyone next quarter. Thank you very much.