Mercury Systems Inc 10-K for FY2021

Mercury Systems Inc (MRCY)

10-K 2021-08-17 For: 2021-07-02

Added on April 09, 2026

About this 10-K

Mercury Systems Inc filed this 10-K on August 17, 2021, covering the fiscal year ended July 2, 2021 (FY2021).

Headline figures

Fiscal year ended July 2, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $924M; up 16.0% from $796.61M a year earlier
Net income: $62.04M; down 27.6% from net income of $85.71M a year earlier
Diluted EPS: $1.12; down 28.2% from $1.56 a year earlier

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Massachusetts		04-2741391
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

50 Minuteman Road		01810
Andover	MA
(Address of principal executive offices)		(Zip Code)


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share	MRCY	Nasdaq Global Select Market


		PAGE NUMBER
	PART I	3
Item 1.	Business	3
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	29
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29
Item 4.1.	Information About Our Executive Officers	29

	PART II	31
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 6.	Selected Financial Data	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 8.	Financial Statements and Supplementary Data	50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	83
Item 9A.	Controls and Procedures	83
Item 9B.	Other Information	84

	PART III	84
Item 10.	Directors, Executive Officers and Corporate Governance	84
Item 11.	Executive Compensation	84
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	84
Item 13.	Certain Relationships and Related Transactions, and Director Independence	84
Item 14.	Principal Accounting Fees and Services	84

	PART IV	85
Item 15.	Exhibits and Financial Statement Schedules	85
	Signatures	87
	Exhibit Index	88


Name of Acquired Entities						Date of Acquisition
Lewis Innovative Technologies, Inc.						December 16, 2015
Microsemi Carve-Out Business						May 2, 2016
CES Creative Electronic Systems S.A.						November 3, 2016
Delta Microwave, LLC						April 3, 2017
Richland Technologies L.L.C.						July 3, 2017
Themis Computer						February 1, 2018
Germane Systems, LC						July 31, 2018
GECO Avionics, LLC						January 29, 2019
The Athena Group, Inc.						April 18, 2019
Syntonic Microwave LLC						April 18, 2019
American Panel Corporation						September 23, 2019
Physical Optics Corporation						December 30, 2020
Pentek						May 27, 2021


	High		Low
2021 Fourth quarter	$	79.28	$	57.69
Third quarter	$	85.49	$	61.26
Second quarter	$	88.06	$	67.10
First quarter	$	79.89	$	66.65
2020 Fourth quarter	$	92.80	$	68.26
Third quarter	$	86.47	$	57.10
Second quarter	$	81.17	$	68.41
First quarter	$	88.75	$	68.31


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .


Period of Net Share Settlement	Total Number of Shares Net Settled (1)	Average Price Per Share
July 3, 2020 - October 2, 2020	1	$	74.74
October 3, 2020 - January 1, 2021	—	$	—
January 2, 2021 - April 2, 2021	—	$	—
April 3, 2021 - July 2, 2021	—	$	—
Total	1


(In thousands)	Fiscal 2021		As a % of Total Net Revenue		Fiscal 2020		As a % of Total Net Revenue
Net revenues	$	923,996	100.0	%	$	796,610	100.0	%
Cost of revenues	538,808		58.3		439,766		55.2
Gross margin	385,188		41.7		356,844		44.8
Operating expenses:
Selling, general and administrative	134,337		14.5		132,253		16.6
Research and development	113,481		12.3		98,485		12.4
Amortization of intangible assets	41,171		4.5		30,560		3.8
Restructuring and other charges	9,222		1.0		1,805		0.2

Acquisition costs and other related expenses	5,976		0.6		2,679		0.4

Total operating expenses	304,187		32.9		265,782		33.4
Income from operations	81,001		8.8		91,062		11.4
Interest income	179		—		2,151		0.3
Interest expense	(1,222)		(0.1)		(1,006)		(0.1)
Other (expense) income, net	(2,785)		(0.3)		1,726		0.2
Income before income taxes	77,173		8.4		93,933		11.8
Income tax provision	15,129		1.7		8,221		1.0


Net income	$	62,044	6.7	%	$	85,712	10.8	%


	For the Fiscal Years Ended
(In thousands)	July 2, 2021		July 3, 2020		June 30, 2019
Net cash provided by operating activities	$	97,247	$	115,184	$	97,517
Net cash used in investing activities	$	(416,887)	$	(135,486)	$	(153,774)
Net cash provided by (used in) financing activities	$	206,229	$	(10,932)	$	247,765
Net (decrease) increase in cash and cash equivalents	$	(112,999)	$	(31,094)	$	191,411
Cash and cash equivalents at end of year	$	113,839	$	226,838	$	257,932


(In thousands)	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Operating leases	$	100,030	$	13,626	$	25,134	$	21,253	$	40,017
Purchase obligations	147,591		147,591		—		—		—

	$	247,621	$	161,217	$	25,134	$	21,253	$	40,017


	For the Fiscal Years Ended
(In thousands, except per share data)	July 2, 2021				July 3, 2020				June 30, 2019
Net income and diluted earnings per share	$	62,044	$	1.12	$	85,712	$	1.56	$	46,775	$	0.96
Other non-operating adjustments, net	(724)				(5,636)				364
Amortization of intangible assets	41,171				30,560				27,914
Restructuring and other charges(1)	9,222				1,805				560
Impairment of long-lived assets	—				—				—
Acquisition and financing costs	8,600				5,645				9,628
Fair value adjustments from purchase accounting(2)	(290)				1,801				713
Litigation and settlement expense, net	622				944				344
COVID related expenses	9,943				2,593				—
Stock-based and other non-cash compensation expense	29,224				26,972				19,621
Impact to income taxes(3)	(25,697)				(23,634)				(16,630)
Adjusted income and adjusted earnings per share	$	134,115	$	2.42	$	126,762	$	2.30	$	89,289	$	1.84

Diluted weighted-average shares outstanding			55,474				55,115				48,500



	July 2, 2021		July 3, 2020
Assets
Current assets:
Cash and cash equivalents	$	113,839	$	226,838
Accounts receivable, net of allowance for credit losses of $1,720 and $1,451 at July 2, 2021 and July 3, 2020, respectively	128,807		120,438
Unbilled receivables and costs in excess of billings	162,921		90,289
Inventory	221,640		178,093

Prepaid income taxes	782		2,498
Prepaid expenses and other current assets	15,111		16,613

Total current assets	643,100		634,769

Property and equipment, net	128,524		87,737
Goodwill	804,906		614,076
Intangible assets, net	307,559		208,748
Operating lease right-of-use assets	66,373		60,613
Other non-current assets	4,675		4,777

Total assets	$	1,955,137	$	1,610,720
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	47,951	$	41,877
Accrued expenses	24,652		23,794
Accrued compensation	40,043		41,270
Deferred revenues and customer advances	38,177		18,974


Total current liabilities	150,823		125,915

Deferred income taxes	28,810		13,889
Income taxes payable	7,467		4,117
Long-term debt	200,000		—
Operating lease liabilities	71,508		66,981
Other non-current liabilities	12,383		15,034

Total liabilities	470,991		225,936
Commitments and contingencies (Note L)
Shareholders’ equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding	—		—
Common stock, $0.01 par value; 85,000,000 shares authorized; 55,241,120 and 54,702,322 shares issued and outstanding at July 2, 2021 and July 3, 2020, respectively	552		547
Additional paid-in capital	1,109,434		1,074,667
Retained earnings	374,499		312,455
Accumulated other comprehensive loss	(339)		(2,885)
Total shareholders’ equity	1,484,146		1,384,784
Total liabilities and shareholders’ equity	$	1,955,137	$	1,610,720


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Shares	Amount
























Balance at June 30, 2018	46,924	$	469	$	590,163	$	179,968	$	1,291	$	771,891
Issuance of common stock under employee stock incentive plans	478	5		(5)		—		—		—
Issuance of common stock under employee stock purchase plan	102	1		3,660		—		—		3,661
Retirement of common stock	(156)	(2)		(7,966)		—		—		(7,968)
Follow-on public stock offering	6,900	69		453,504		—		—		453,573
Stock-based compensation	—	—		19,389		—		—		19,389

Net income	—	—		—		46,775		—		46,775

Other comprehensive loss	—	—		—		—		(2,582)		(2,582)

Balance at June 30, 2019	54,248	542		1,058,745		226,743		(1,291)		1,284,739
Issuance of common stock under employee stock incentive plans	562	6		(1)		—		—		5
Issuance of common stock under employee stock purchase plan	89	1		5,311		—		—		5,312
Retirement of common stock	(197)	(2)		(16,247)		—		—		(16,249)

Stock-based compensation	—	—		26,859		—		—		26,859

Net income	—	—		—		85,712		—		85,712


Other comprehensive loss	—	—		—		—		(1,594)		(1,594)

Balance at July 3, 2020	54,702	547		1,074,667		312,455		(2,885)		1,384,784
Issuance of common stock under employee stock incentive plans	439	4		10		—		—		14
Issuance of common stock under employee stock purchase plan	101	1		6,280		—		—		6,281
Retirement of common stock	(1)	—		(66)		—		—		(66)

Stock-based compensation	—	—		28,543		—		—		28,543

Net income	—	—		—		62,044		—		62,044


Other comprehensive income	—	—		—		—		2,546		2,546

Balance at July 2, 2021	55,241	$	552	$	1,109,434	$	374,499	$	(339)	$	1,484,146


	Fiscal 2021		Fiscal 2020		Fiscal 2019
Beginning balance	$	3,835	$	1,870	$	1,336

Warranty assumed from APC	—		739		—
Warranty assumed from Germane	—		—		169




Accruals for warranties issued during the period	2,446		2,839		2,274


Settlements made during the period	(2,998)		(1,613)		(1,909)
Ending balance	$	3,283	$	3,835	$	1,870


Consideration transferred
Cash paid at closing	$	65,668
Less cash acquired	(746)
Net purchase price	$	64,922

Estimated fair value of tangible assets acquired and liabilities assumed
Cash	746
Accounts receivable	1,303
Inventory	6,522
Fixed assets	152
Other current and non-current assets	2,864
Accounts payable	(1,016)
Accrued expenses	(520)
Other current and non-current liabilities	(3,718)
Estimated fair value of net tangible assets acquired	6,333
Estimated fair value of identifiable intangible assets	24,110
Estimated goodwill	35,225
Estimated fair value of net assets acquired	65,668
Less cash acquired	(746)
Net purchase price	$	64,922


Consideration transferred
Cash paid at closing	$	251,229
Cash paid post closing	61,626
Working capital and net debt adjustment	(2,096)
Less cash acquired	(2,855)
Net purchase price	$	307,904

Estimated fair value of tangible assets acquired and liabilities assumed
Cash	$	2,855
Accounts receivable	27,708
Inventory	11,125
Fixed assets	23,236
Other current and non-current assets	16,453
Accounts payable	(3,777)
Accrued expenses	(5,551)
Other current and non-current liabilities	(32,549)
Estimated fair value of net tangible assets acquired	39,500
Estimated fair value of identifiable intangible assets	116,000
Estimated goodwill	155,259
Estimated fair value of net assets acquired	310,759
Less cash acquired	(2,855)
Net purchase price	$	307,904


	Fair Value Measurements
	July 3, 2020		Level 1		Level 2		Level 3
Assets:


Certificates of deposit	$	10,006	$	—	$	10,006	$	—
U.S. equity securities	2,007		2,007		—		—

Total	$	12,013	$	2,007	$	10,006	$	—


	As of
	July 2, 2021		July 3, 2020
Raw materials	$	141,774	$	111,225
Work in process	58,087		49,647
Finished goods	21,779		17,221
Total	$	221,640	$	178,093


Consideration transferred
Cash paid at closing	$	100,826
Working capital and net debt adjustment	(5,952)
Liabilities assumed	2,454
Less cash acquired	(826)
Net purchase price	$	96,502

Fair value of tangible assets acquired and liabilities assumed
Cash	$	826
Accounts receivable	3,726
Inventory	11,233
Fixed assets	690
Other current and non-current assets	3,494
Accounts payable	(1,554)
Accrued expenses	(1,457)
Other current and non-current liabilities	(5,852)
Fair value of net tangible assets acquired	11,106
Fair value of identifiable intangible assets	33,200
Goodwill	53,022
Fair value of net assets acquired	97,328
Less cash acquired	(826)
Net purchase price	$	96,502


	Estimated Useful Lives (Years)	As of
		July 2, 2021		July 3, 2020
Computer equipment and software	3-4	$	99,190	$	85,705
Furniture and fixtures	5	17,997		5,993
Leasehold improvements	lesser of estimated useful life or lease term	63,322		36,874
Machinery and equipment	5-10	105,346		90,970

		285,855		219,542
Less: accumulated depreciation		(157,331)		(131,805)
		$	128,524	$	87,737


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Useful Life
July 2, 2021
Customer relationships	$	280,520	$	(69,474)	$	211,046	12.0 years
Licensing agreements and patents	6		—		6		—
Completed technologies	139,332		(49,126)		90,206		9.3 years
Backlog	12,410		(6,109)		6,301		1.2 years
	$	432,268	$	(124,709)	$	307,559
July 3, 2020
Customer relationships	$	181,960	$	(48,450)	$	133,510	11.4 years
Licensing agreements and patents	1,505		(1,404)		101		3.5 years
Completed technologies	107,992		(34,522)		73,470		9.2 years
Backlog	3,200		(1,533)		1,667		2.0 years
	$	294,657	$	(85,909)	$	208,748


Fiscal Year	Totals
2022	$	49,695
2023	41,413
2024	36,891
2025	32,466
2026	27,806
Thereafter	119,288
Total future amortization expense	$	307,559


	Severance & Related		Facilities & Other		Total





Restructuring liability at June 30, 2019	$	4	$	—	$	4
Restructuring charges	1,730		75		1,805

Cash paid	(1,137)		(75)		(1,212)


Restructuring liability at July 3, 2020	597		—		597
Restructuring charges	4,752		—		4,752
Cash paid	(4,343)		—		(4,343)


Restructuring liability at July 2, 2021	$	1,006	$	—	$	1,006


	For the Fiscal Year Ended			For the Fiscal Year Ended
	July 2, 2021			July 3, 2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	7,923		$	6,929
Right-of-use assets obtained in exchange for new lease liabilities	$	15,076		$	19,942
Weighted average remaining lease term	8.2 years			9.3 years
Weighted average discount rate	4.66		%	4.91		%


Fiscal Year	Totals
2021	$	9,572
2022	10,741
2023	10,272
2024	9,333
2025	9,356
Thereafter	44,763
Total lease payments	94,037
Less: imputed interest	(20,106)
Present value of operating lease liabilities	$	73,931


	Fiscal Years
	2021		2020		2019
Income (loss) before income taxes:
United States	$	85,101	$	93,388	$	57,281
Foreign	(7,928)		545		2,246
	$	77,173	$	93,933	$	59,527
Tax provision (benefit):
Federal:
Current	$	12,157	$	8,442	$	11,454
Deferred	(995)		(1,077)		(3,008)
	11,162		7,365		8,446
State:
Current	6,271		3,407		5,194
Deferred	(2,689)		(2,327)		(1,421)
	3,582		1,080		3,773
Foreign:
Current	435		475		546
Deferred	(50)		(699)		(13)
	385		(224)		533
	$	15,129	$	8,221	$	12,752


	Fiscal Years Ended
	July 2, 2021		July 3, 2020
Service cost	$	1,708	$	1,375
Interest cost	92		125
Expected return on assets	(277)		(233)
Amortization of prior service cost	(64)		(63)
Amortization net of loss	185		33
Settlement loss recognized	318		—
Net periodic benefit cost	$	1,962	$	1,237


	Options Outstanding
	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value as of 7/2/2021








Outstanding at June 30, 2019	4	$	5.52	2.13
Granted	—	—
Exercised	(1)	5.52
Cancelled	—	—
Outstanding at July 3, 2020	3	$	5.52	1.12
Granted	—	—
Exercised	(3)	5.52
Cancelled	—	—
Outstanding at July 2, 2021	—	$	—	—	$	—
Vested and expected to vest at July 2, 2021	—	$	—	—	$	—
Exercisable at July 2, 2021	—	$	—	—	$	—


	Non-Vested Restricted Stock Awards
	Number of Shares	Weighted Average Grant Date Fair Value








Outstanding at June 30, 2019	1,046	$	39.62
Granted	522	80.87
Vested	(562)	31.40
Forfeited	(49)	54.96
Outstanding at July 3, 2020	957	$	61.59
Granted	570	76.03
Vested	(436)	53.08
Forfeited	(78)	69.54
Outstanding at July 2, 2021	1,013	$	70.77


	U.S.		Europe		Asia Pacific		Eliminations		Total
YEAR ENDED JULY 2, 2021
Net revenues to unaffiliated customers	$	876,479	$	47,119	$	398	$	—	$	923,996
Inter-geographic revenues	1,561		1,985		—		(3,546)		—
Net revenues	$	878,040	$	49,104	$	398	$	(3,546)	$	923,996
Identifiable long-lived assets (1)	$	123,009	$	5,509	$	6	$	—	$	128,524
YEAR ENDED JULY 3, 2020
Net revenues to unaffiliated customers	$	744,270	$	50,092	$	2,248	$	—	$	796,610
Inter-geographic revenues	4,938		3,067		—		(8,005)		—
Net revenues	$	749,208	$	53,159	$	2,248	$	(8,005)	$	796,610
Identifiable long-lived assets (1)	$	82,588	$	5,144	$	5	$	—	$	87,737
YEAR ENDED JUNE 30, 2019
Net revenues to unaffiliated customers	$	599,422	$	49,332	$	5,990	$	—	$	654,744
Inter-geographic revenues	10,570		1,343		—		(11,913)		—
Net revenues	$	609,992	$	50,675	$	5,990	$	(11,913)	$	654,744
Identifiable long-lived assets (1)	$	54,952	$	5,037	$	12	$	—	$	60,001


2021 (In thousands, except per share data)	1ST QUARTER		2ND QUARTER		3RD QUARTER		4TH QUARTER
Net revenues	$	205,621	$	210,676	$	256,857	$	250,842
Gross margin	$	88,119	$	88,667	$	105,623	$	102,779
Income from operations	$	18,770	$	18,113	$	21,712	$	22,406
Income before income taxes	$	17,996	$	17,119	$	20,997	$	21,061
Income tax provision	$	2,198	$	4,433	$	5,362	$	3,136


Net income	$	15,798	$	12,686	$	15,635	$	17,925
Net income per share:
Basic net income per share	$	0.29	$	0.23	$	0.28	$	0.32



Diluted net income per share	$	0.29	$	0.23	$	0.28	$	0.32




2020 (In thousands, except per share data)	1ST QUARTER		2ND QUARTER		3RD QUARTER		4TH QUARTER
Net revenues	$	177,304	$	193,913	$	208,016	$	217,377
Gross margin	$	78,400	$	88,506	$	93,325	$	96,613
Income from operations	$	17,476	$	20,825	$	26,342	$	26,419
Income before income taxes	$	17,229	$	20,786	$	28,928	$	26,990
Income tax (benefit) provision	$	(2,018)	$	5,110	$	5,363	$	(234)


Net income	$	19,247	$	15,676	$	23,565	$	27,224
Net income per share:
Basic net income per share	$	0.35	$	0.29	$	0.43	$	0.50



Diluted net income per share	$	0.35	$	0.29	$	0.43	$	0.49


	BALANCE AT BEGINNING OF PERIOD		ADDITIONS		REVERSALS		WRITE- OFFS		BALANCE AT END OF PERIOD
2021	$	1,451	$	514	$	199	$	46	$	1,720
2020	$	1,228	$	705	$	8	$	474	$	1,451
2019	$	359	$	1,223	$	264	$	90	$	1,228


	BALANCE AT BEGINNING OF PERIOD		CHARGED TO COSTS & EXPENSES		CHARGED TO OTHER ACCOUNTS		DEDUCTIONS		BALANCE AT END OF PERIOD
2021	$	11,264	$	2,035	$	1,958	$	—	$	15,257
2020	$	16,666	$	(842)	$	—	$	4,560	$	11,264
2019	$	16,992	$	(326)	$	—	$	—	$	16,666



			MERCURY SYSTEMS, INC.

			By			/s/ MICHAEL D. RUPPERT
						Michael D. Ruppert EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND TREASURER [PRINCIPAL FINANCIAL OFFICER]


ITEM NO.						DESCRIPTION OF EXHIBIT


3.1.1						Articles of Organization (incorporated herein by reference to Exhibit 3.1.1 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2009)
3.1.2						Articles of Amendment (incorporated herein by reference to Exhibit 3.1.2 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2010)
3.1.3						Articles of Amendment (incorporated herein by reference to Exhibit 1 of the Company’s registration statement on Form 8-A filed on December 15, 2005)
3.1.4						Articles of Amendment (incorporated herein by reference to Exhibit 3.1 of the Company's current report on Form 8-K filed on November 13, 2012)
3.1.5						Articles of Amendment (incorporated herein by reference to Exhibit 3.1 of the Company's current report on Form 8-K filed on June 30, 2015)
3.2						Bylaws, amended and restated, effective as of July 28, 2020 (incorporated herein by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed on July 31, 2020
4.1						Form of Stock Certificate (incorporated herein by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1/A filed on January 7, 1998)
4.2						Description of Registrant's Securities (incorporated herein by reference to Exhibit 4.2 of the Company’s annual report on Form 10-K for the fiscal year ended July 3, 2020)
10.1*						1997 Employee Stock Purchase Plan, as amended and restated (incorporated herein by reference to Appendix B to the Company’s definitive proxy statement filed on September 3, 2020)
10.2*						Form of Indemnification Agreement between the Company and each of its current directors (incorporated herein by reference to Exhibit 10.4 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2009)
10.3*						2005 Stock Incentive Plan, as amended and restated (incorporated herein by reference to Appendix A to the Company’s definitive proxy statement filed on September 20, 2016)

10.4.1*						Form of Restricted Stock Award Agreement under the 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.8.2 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)
10.4.2*						Form of Deferred Stock Award Agreement under the 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.8.3 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)

10.4.3*						Form of Amended and Restated Performance-Based Restricted Stock Award Agreement under the 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2014)
10.5*†						2018 Stock Incentive Plan, as amended and restated
10.6.1*						Form of Stock Option Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)
10.6.2*						Form of Restricted Stock Award Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)
10.6.3*						Form of Deferred Stock Award Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)
10.6.4*						Form of Performance-Based Stock Option Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)


ITEM NO.						DESCRIPTION OF EXHIBIT
10.6.5*						Form of Performance-Based Restricted Stock Award Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)
10.7.1*						Form of Change in Control Severance Agreement between the Company and Mark Aslett (incorporated herein by reference to Exhibit 10.9.1 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)
10.7.2*						Form of Change in Control Severance Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.9.2 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)
10.8†						Compensation Policy for Non-Employee Directors
10.9.1*						Employment Agreement, dated as of November 19, 2007, by and between the Company and Mark Aslett (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on November 20, 2007)
10.9.2*						First Amendment to Employment Agreement, dated as of December 20, 2008, by and between the Company and Mark Aslett (incorporated herein by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2008)
10.9.3*						Second Amendment to Employment Agreement, dated as of September 30, 2009, by and between the Company and Mark Aslett (incorporated herein by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2009)
10.9.4*						Third Amendment to Employment Agreement, dated as of August 13, 2019, by and between the Company and Mark Aslett (incorporated herein by reference to Exhibit 10.9.4 of the Company's annual report on Form 10-K for the fiscal year ended July 30, 2019)
10.10*						Agreement, dated July 12, 2016, by and between the Company and Christopher C. Cambria (incorporated herein by reference to Exhibit 10.9 of the Company's annual report on Form 10-K for the fiscal year ended June 30, 2018)
10.11.1						Credit Agreement, dated May 2, 2016, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed on May 2, 2016)
10.11.2						Amendment No. 1 to Credit Agreement, dated June 27, 2017, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed on June 27, 2017)
10.11.3						Amendment No. 3 to Credit Agreement, dated September 28, 2018, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on October 1, 2018)

10.12*						Letter Agreement, dated August 7, 2014, as amended to date, between Michael D. Ruppert and the Company (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on February 6, 2018)
10.13*						Form of Severance Benefits Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.14 of the Company's annual report on Form 10-K for the fiscal year ended June 30, 2019)

21.1†						Subsidiaries of the Company
23.1†						Consent of KPMG LLP
31.1†						Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2†						Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†						Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


ITEM NO.						DESCRIPTION OF EXHIBIT
101†						Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheet, (ii) Consolidated Statement of Operations, (iii) Consolidated Statement of Shareholders’ Equity, (iv) Consolidated Statement of Cash Flows, and (v) Notes to Consolidated Financial Statements
101.INS						eXtensible Business Reporting Language (XBRL) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of the Company participates.
†			Filed with this Form 10-K.
+			Furnished herewith. This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.