Condensed Consolidating Financial Statements

The Company has $625.0 million in outstanding Senior Secured Notes (see Note 8). The Notes are guaranteed by all of the Company's 100% owned domestic subsidiaries (the "Subsidiary Guarantors") and are collateralized by the assets of all of the Company's 100% owned subsidiaries. The Notes are fully and unconditionally guaranteed on a joint and several basis by each Subsidiary Guarantor and the Company. There are no contractual restrictions limiting cash transfers from Subsidiary Guarantors by dividends, loans or advances to the Company. The Notes are not guaranteed by the Company's foreign subsidiaries (the “Non-Guarantor Subsidiaries”).

The following tables present condensed consolidating financial statements for the parent company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries, respectively. The condensed consolidating financial information below follows the same accounting policies as described in the condensed consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interests in 100% owned subsidiaries, which are eliminated upon consolidation. Also, as discussed in Note 2 - Discontinued Operations, the following condensed consolidating financial statements have been recast for all periods presented to reflect the disposition of the Herley Entities as discontinued operations.

Condensed Consolidating Balance Sheet December 28, 2014 (Unaudited) (in millions)

	Parent Company		Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	28.7	$	(5.5	)	$	10.3	$	—		$	33.5
Accounts receivable, net	—		196.4			21.1		—			217.5
Amounts due from affiliated companies	360.2		—			—		(360.2		)	—
Inventoried costs	—		32.2			15.2		—			47.4
Other current assets	4.4		15.5			2.8		—			22.7
Current assets of discontinued operations	—		49.8			4.0		—			53.8
Total current assets	393.3		288.4			53.4		(360.2		)	374.9
Property, plant and equipment, net	2.0		52.0			7.6		—			61.6
Goodwill	—		442.6			40.8		—			483.4
Intangible assets, net	—		49.4			0.1		—			49.5
Investment in subsidiaries	483.1		48.1			—		(531.2		)	—
Other assets	27.8		4.6			—		—			32.4
Non-current assets of discontinued operations	—		134.5			2.5		—			137.0
Total assets	$	906.2	$	1,019.6		$	104.4	$	(891.4	)	$	1,138.8
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	3.1	$	37.1		$	4.4	$	—		$	44.6
Accrued expenses	6.3		28.9			2.8		—			38.0
Accrued compensation	5.2		32.7			3.2		—			41.1
Billings in excess of costs and earnings on uncompleted contracts	—		45.7			3.9		—			49.6
Deferred income tax liability	—		30.3			—		—			30.3
Amounts due to affiliated companies	—		316.8			43.4		(360.2		)	—
Other current liabilities	0.5		5.9			1.5		—			7.9
Current liabilities of discontinued operations	0.7		10.8			3.1		—			14.6
Total current liabilities	15.8		508.2			62.3		(360.2		)	226.1
Long-term debt, net of current portion	660.2		—			2.8		—			663.0
Other long-term liabilities	5.9		16.1			2.9		—			24.9
Non-current liabilities of discontinued operations	—		0.2			0.3		—			0.5
Total liabilities	681.9		524.5			68.3		(360.2		)	914.5
Total stockholders' equity	224.3		495.1			36.1		(531.2		)	224.3
Total liabilities and stockholders' equity	$	906.2	$	1,019.6		$	104.4	$	(891.4	)	$	1,138.8

Condensed Consolidating Balance Sheet June 28, 2015 (Unaudited) (in millions)

	Parent Company		Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	15.4	$	(1.9	)	$	8.7	$	—		$	22.2
Accounts receivable, net	—		183.8			20.7		—			204.5
Amounts due from affiliated companies	355.8		—			—		(355.8		)	—
Inventoried costs	—		30.8			18.7		—			49.5
Other current assets	6.0		13.3			4.0		—			23.3
Current assets of discontinued operations	—		49.5			4.2		—			53.7
Total current assets	377.2		275.5			56.3		(355.8		)	353.2
Property, plant and equipment, net	1.9		51.9			7.1		—			60.9
Goodwill	—		442.6			40.8		—			483.4
Intangible assets, net	—		42.2			—		—			42.2
Investment in subsidiaries	476.9		55.2			—		(532.1		)	—
Other assets	27.0		1.6			—		—			28.6
Non-current assets of discontinued operations	—		131.8			2.5		—			134.3
Total assets	$	883.0	$	1,000.8		$	106.7	$	(887.9	)	$	1,102.6
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	4.9	$	37.6		$	3.7	$	—		$	46.2
Accrued expenses	7.2		23.9			2.8		—			33.9
Accrued compensation	3.8		27.3			3.0		—			34.1
Billings in excess of costs and earnings on uncompleted contracts	—		45.6			4.2		—			49.8
Deferred income tax liability	—		30.2			—		—			30.2
Amounts due to affiliated companies	—		314.3			41.5		(355.8		)	—
Other current liabilities	0.5		4.2			0.9		—			5.6
Current liabilities of discontinued operations	0.6		12.7			2.8		—			16.1
Total current liabilities	17.0		495.8			58.9		(355.8		)	215.9
Long-term debt, net of current portion	660.8		—			2.2		—			663.0
Other long-term liabilities	6.5		15.8			2.1		—			24.4
Non-current liabilities of discontinued operations	—		0.3			0.3		—			0.6
Total liabilities	684.3		511.9			63.5		(355.8		)	903.9
Total stockholders' equity	198.7		488.9			43.2		(532.1		)	198.7
Total liabilities and stockholders' equity	$	883.0	$	1,000.8		$	106.7	$	(887.9	)	$	1,102.6

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended June 29, 2014 (Unaudited) (in millions)

	Parent Company			Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis			Eliminations			Consolidated
Service revenues	$	—		$	99.9		$	1.9		$	—		$	101.8
Product sales	—			92.0			12.8			(2.4		)	102.4
Total revenues	—			191.9			14.7			(2.4		)	204.2
Cost of service revenues	—			76.3			1.6			—			77.9
Cost of product sales	—			70.9			9.7			(2.4		)	78.2
Total costs	—			147.2			11.3			(2.4		)	156.1
Gross profit	—			44.7			3.4			—			48.1
Selling, general and administrative expenses	4.0			34.8			2.4			—			41.2
Research and development expenses	—			4.4			0.2			—			4.6
Operating income (loss) from continuing operations	(4.0		)	5.5			0.8			—			2.3
Other income (expense):
Interest income (expense), net	(10.0		)	0.2			(0.1		)	—			(9.9		)
Loss on extinguishment of debt	(39.1		)	—			—			—			(39.1		)
Other income (expense), net	0.1			(0.2		)	(0.1		)	—			(0.2		)
Total other income (expense), net	(49.0		)	—			(0.2		)	—			(49.2		)
Income (loss) from continuing operations before income taxes	(53.0		)	5.5			0.6			—			(46.9		)
Provision for income taxes from continuing operations	0.2			0.9			0.1			—			1.2
Income (loss) from continuing operations	(53.2		)	4.6			0.5			—			(48.1		)
Income (loss) from discontinued operations	—			(2.3		)	0.5			—			(1.8		)
Equity in net income (loss) of subsidiaries	3.3			1.0			—			(4.3		)	—
Net income (loss)	$	(49.9	)	$	3.3		$	1.0		$	(4.3	)	$	(49.9	)
Comprehensive income (loss)	$	(49.9	)	$	3.3		$	1.0		$	(4.3	)	$	(49.9	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended June 28, 2015 (Unaudited) (in millions)

	Parent Company			Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis			Eliminations			Consolidated
Service revenues	$	—		$	84.7		$	4.1		$	—		$	88.8
Product sales	—			62.8			12.2			(3.3		)	71.7
Total revenues	—			147.5			16.3			(3.3		)	160.5
Cost of service revenues	—			63.9			3.2			—			67.1
Cost of product sales	—			46.7			9.1			(3.3		)	52.5
Total costs	—			110.6			12.3			(3.3		)	119.6
Gross profit	—			36.9			4.0			—			40.9
Selling, general and administrative expenses	0.7			37.5			2.1			—			40.3
Research and development expenses	—			4.1			0.2			—			4.3
Operating income (loss) from continuing operations	(0.7		)	(4.7		)	1.7			—			(3.7		)
Other income (expense):
Interest income (expense), net	(8.8		)	(0.1		)	—			—			(8.9		)
Other income (expense), net	(1.4		)	0.8			(0.4		)	—			(1.0		)
Total other income (expense), net	(10.2		)	0.7			(0.4		)	—			(9.9		)
Income (loss) from continuing operations before income taxes	(10.9		)	(4.0		)	1.3			—			(13.6		)
Provision for income taxes from continuing operations	0.2			1.8			0.3			—			2.3
Income (loss) from continuing operations	(11.1		)	(5.8		)	1.0			—			(15.9		)
Income (loss) from discontinued operations	(0.1		)	(0.5		)	1.5			—			0.9
Equity in net income (loss) of subsidiaries	(3.8		)	2.5			—			1.3			—
Net income (loss)	$	(15.0	)	$	(3.8	)	$	2.5		$	1.3		$	(15.0	)
Comprehensive income (loss)	$	(14.7	)	$	(5.6	)	$	2.8		$	2.8		$	(14.7	)



Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Six Months Ended June 29, 2014 (Unaudited) (in millions)
	Parent Company			Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis			Eliminations			Consolidated
Service revenues	$	—		$	198.2		$	4.2		$	—		$	202.4
Product sales	—			155.9			24.6			(4.9		)	175.6
Total revenues	—			354.1			28.8			(4.9		)	378.0
Cost of service revenues	—			148.7			3.3			—			152.0
Cost of product sales	—			120.1			18.9			(4.9		)	134.1
Total costs	—			268.8			22.2			(4.9		)	286.1
Gross profit	—			85.3			6.6			—			91.9
Selling, general and administrative expenses	9.0			66.6			4.9			—			80.5
Research and development expenses	—			8.1			0.6			—			8.7
Operating income (loss) from continuing operations	(9.0		)	10.6			1.1			—			2.7
Other income (expense):
Interest income (expense), net	(21.6		)	0.1			(0.2		)	—			(21.7		)
Loss on extinguishment of debt	(39.1		)	—			—			—			(39.1		)
Other income (expense), net	—			(0.1		)	—			—			(0.1		)
Total other income (expense), net	(60.7		)	—			(0.2		)	—			(60.9		)
Income (loss) from continuing operations before income taxes	(69.7		)	10.6			0.9			—			(58.2		)
Provision for income taxes from continuing operations	0.5			2.7			0.1			—			3.3
Income (loss) from continuing operations	(70.2		)	7.9			0.8			—			(61.5		)
Income (loss) from discontinued operations	—			(5.2		)	1.8			—			(3.4		)
Equity in net income (loss) of subsidiaries	5.3			2.6			—			(7.9		)	—
Net income (loss)	$	(64.9	)	$	5.3		$	2.6		$	(7.9	)	$	(64.9	)
Comprehensive income (loss)	$	(65.0	)	$	5.3		$	2.5		$	(7.8	)	$	(65.0	)



Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Six Months Ended June 28, 2015 (Unaudited) (in millions)
	Parent Company			Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Service revenues	$	—		$	170.2		$	5.9	$	—		$	176.1
Product sales	—			124.5			23.0		(6.2		)	141.3
Total revenues	—			294.7			28.9		(6.2		)	317.4
Cost of service revenues	—			128.6			4.5		—			133.1
Cost of product sales	—			93.8			17.5		(6.2		)	105.1
Total costs	—			222.4			22.0		(6.2		)	238.2
Gross profit	—			72.3			6.9		—			79.2
Selling, general and administrative expenses	5.8			68.5			4.3		—			78.6
Research and development expenses	—			7.9			0.3		—			8.2
Operating income (loss) from continuing operations	(5.8		)	(4.1		)	2.3		—			(7.6		)
Other income (expense):
Interest income (expense), net	(17.5		)	(0.2		)	—		—			(17.7		)
Other income (expense), net	(1.4		)	(2.2		)	2.7		—			(0.9		)
Total other income (expense), net	(18.9		)	(2.4		)	2.7		—			(18.6		)
Income (loss) from continuing operations before income taxes	(24.7		)	(6.5		)	5.0		—			(26.2		)
Provision (benefit) for income taxes from continuing operations	0.4			3.6			0.2		—			4.2
Income (loss) from continuing operations	(25.1		)	(10.1		)	4.8		—			(30.4		)
Income (loss) from discontinued operations	—			(3.2		)	2.3		—			(0.9		)
Equity in net income (loss) of subsidiaries	(6.2		)	7.1			—		(0.9		)	—
Net income (loss)	$	(31.3	)	$	(6.2	)	$	7.1	$	(0.9	)	$	(31.3	)
Comprehensive income (loss)	$	(31.2	)	$	(6.2	)	$	7.2	$	(1.0	)	$	(31.2	)

Condensed Consolidating Statement of Cash Flows Six Months Ended June 29, 2014 (Unaudited) (in millions)

	Parent Company			Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis			Eliminations			Consolidated
Net cash provided by (used in) operating activities from continuing operations	$	(21.9	)	$	23.4		$	(8.1	)	$	—		$	(6.6	)
Investing activities:
Cash paid for acquisitions, net of cash acquired	—			(1.6		)	—			—			(1.6		)
Investment in affiliated companies	—			(10.8		)	—			10.8			—
Change in restricted cash	—			(0.1		)	—			—			(0.1		)
Capital expenditures	(0.5		)	(4.7		)	(0.7		)	—			(5.9		)
Net cash provided by (used in) investing activities from continuing operations	(0.5		)	(17.2		)	(0.7		)	10.8			(7.6		)
Financing activities:
Repayment of debt	—			—			(0.5		)	—			(0.5		)
Proceeds from the issuance of long-term debt	618.5			—			—			—			618.5
Extinguishment of long-term debt	(661.5		)	—			—			—			(661.5		)
Debt issuance costs	(8.5		)	—			—			—			(8.5		)
Borrowings under line of credit	41.0			—			—			—			41.0
Financing from affiliated companies	10.8			—			—			(10.8		)	—
Other, net	1.5			—			—			—			1.5
Net cash provided by (used in) financing activities from continuing operations	1.8			—			(0.5		)	(10.8		)	(9.5		)
Net cash flows of continuing operations	(20.6		)	6.2			(9.3		)	—			(23.7		)
Net operating cash flows from discontinued operations	—			(8.3		)	1.6			—			(6.7		)
Effect of exchange rate changes on cash and cash equivalents	—			—			0.2			—			0.2
Net increase (decrease) in cash and cash equivalents	$	(20.6	)	$	(2.1	)	$	(7.5	)	$	—		$	(30.2	)

Condensed Consolidating Statement of Cash Flows Six Months Ended June 28, 2015 (Unaudited) (in millions)

	Parent Company			Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis			Eliminations			Consolidated
Net cash provided by (used in) operating activities from continuing operations	$	(16.6	)	$	3.8		$	(2.3	)	$	—		$	(15.1	)
Investing activities:
Cash paid for acquisitions, net of cash acquired	—			—			—			—			—
Investment in affiliated companies	—			(2.0		)	—			2.0			—
Change in restricted cash	—			4.7			—			—			4.7
Proceeds from sale of assets	—			0.9			—			—			0.9
Capital expenditures	(0.3		)	(4.5		)	(0.4		)	—			(5.2		)
Net cash provided by (used in) investing activities from continuing operations	(0.3		)	(0.9		)	(0.4		)	2.0			0.4
Financing activities:
Repayment of debt	—			—			(0.5		)	—			(0.5		)
Financings from affiliated companies	2.0			—			—			(2.0		)	—
Deferred acquisition payments	—			(0.7		)	—			—			(0.7		)
Other, net	1.6			—			—			—			1.6
Net cash provided by (used in) financing activities from continuing operations	3.6			(0.7		)	(0.5		)	(2.0		)	0.4
Net cash flows of continuing operations	(13.3		)	2.2			(3.2		)	—			(14.3		)
Net operating cash flows from discontinued operations	—			1.4			1.6			—			3.0
Effect of exchange rate changes on cash and cash equivalents	—			—			—			—			—
Net increase (decrease) in cash and cash equivalents	$	(13.3	)	$	3.6		$	(1.6	)	$	—		$	(11.3	)