Form 8-K COMTECH TELECOMMUNICATIO For: Dec 06

December 6, 2017 4:30 PM


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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


December 6, 2017
 
0-7928
Date of Report
(Date of earliest event reported)
 
Commission File Number

form8ka11.jpg
(Exact name of registrant as specified in its charter)

Delaware
 
11-2139466
(State or other jurisdiction of
incorporation or organization)

 
(I.R.S. Employer Identification Number)









 
68 South Service Road, Suite 230
Melville, New York 11747
 
 
(Address of Principal Executive Offices) (Zip Code)
 
 
 
 
 
 
 
 
(631) 962-7000
 
 
(Registrant’s telephone number, including area code)
 




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 








Item 2.02    Results of Operations and Financial Condition.

On December 6, 2017, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its first quarter ended October 31, 2017 and updated its fiscal 2018 financial guidance.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 7.01    Regulation FD Disclosure.

On December 6, 2017, the Company also announced that its Board of Directors (the “Board”) approved the declaration of a quarterly cash dividend of $0.10 per common share, payable on February 16, 2018 to stockholders of record at the close of business on January 17, 2018.

A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
Description








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated:    December 6, 2017
By:
    /s/ Michael D. Porcelain    
Name:    Michael D. Porcelain
Title:    Senior Vice President and
Chief Financial Officer






Exhibit 99.1
Media Contacts:                    
Michael D. Porcelain, Senior Vice President and Chief Financial Officer
(631) 962-7103
Info@comtechtel.com

COMTECH TELECOMMUNICATIONS CORP. ANNOUNCES
RESULTS FOR FISCAL 2018 FIRST QUARTER AND
UPDATES ITS FISCAL 2018 GUIDANCE

Melville, New York – December 6, 2017 – Comtech Telecommunications Corp. (NASDAQ: CMTL) today reported its operating results for the first fiscal quarter ended October 31, 2017 and updated its fiscal 2018 guidance.

Fiscal 2018 First Quarter Highlights

Net sales were $121.6 million.

Bookings were $165.7 million and Comtech achieved a company-wide book-to-bill ratio (a measure defined as bookings divided by net sales) of 1.36.

As of October 31, 2017, the Company had backlog of $490.4 million.

GAAP operating income was $0.2 million and GAAP net loss was $1.7 million, or $0.07 per diluted share. Comtech’s first quarter 2018 financial results do not include the benefit of $2.5 million of BFT-1 intellectual property license fees that Comtech earned in the first quarter of fiscal 2017 supporting the U.S. Army’s Blue Force Tracking Program.

Adjusted EBITDA was $9.6 million for the three months ended October 31, 2017. Adjusted EBITDA is a non-GAAP financial measure which is reconciled to the most directly comparable GAAP financial measure and is more fully defined in the below table.

Comtech generated cash flows from operating activities of $6.5 million.

Comtech paid cash dividends of $2.5 million to its common stockholders.

As of October 31, 2017, the Company had $42.5 million of cash and cash equivalents.

In commenting on Comtech’s performance during the first quarter of fiscal 2018 and Comtech’s fiscal 2018 guidance, Fred Kornberg, President and Chief Executive Officer, stated “Fiscal 2018 is off to a good start and our first quarter results exceeded our expectations. During the quarter, we received a number of large strategic orders and experienced strong order flow across many of our product lines. Based on our current business momentum, fiscal 2018 is beginning to look like a very strong year.”

2018 Fiscal Year Financial Targets

Comtech is still targeting a revenue goal with a range of approximately $550.0 million to $575.0 million.

Comtech is increasing its GAAP diluted EPS goal to a new range of $0.44 to $0.46, as compared to a prior range of $0.41 to $0.44.

Comtech is increasing its Adjusted EBITDA goal to a new range of $69.0 million to $73.0 million, as compared to a prior range of $68.0 million to $72.0 million. If order flow remains strong and Comtech is able to achieve all of its fiscal 2018 business goals, it is possible that Adjusted EBITDA in fiscal 2018 could exceed the $70.7 million it achieved in fiscal 2017.

In line with Comtech’s original 2018 Fiscal Year Financial Targets, given the straight-line amortization expense associated with intangible assets with finite lives, on a GAAP basis, Comtech expects to report an operating loss and net loss in the second quarter of fiscal 2018, with each of the third and fourth quarters of fiscal 2018 achieving operating income and net income.
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Based on the anticipated timing of shipments and performance related to orders currently in its backlog and the timing of expected new orders, net sales for the second quarter of fiscal 2018 are expected to be slightly higher than the level Comtech achieved in its most recent fiscal quarter but lower than its second quarter of fiscal 2017. Adjusted EBITDA for Comtech’s second quarter of fiscal 2018 is expected to approximate the $9.6 million it achieved in its first quarter of fiscal 2018.

Comtech’s fourth quarter of fiscal 2018 is expected to be the peak quarter - by far - for consolidated net sales, GAAP operating income, GAAP net income and Adjusted EBITDA.

Comtech’s 2018 Fiscal Year Financial Targets do not include $6.7 million of BFT-1 intellectual property license fees that Comtech earned in fiscal 2017 supporting the U.S. Army’s Blue Force Tracking Program.

Additional information about the Company’s fiscal 2018 guidance is included in the Company’s first quarter investor presentation which is located on the Company’s website at www.comtechtel.com.
 
Conference Call
The Company has scheduled an investor conference call for 8:30 AM (ET) on Thursday, December 7, 2017. Investors and the public are invited to access a live webcast of the conference call from the Investor Relations section of the Comtech website at www.comtechtel.com. Alternatively, investors can access the conference call by dialing (866) 342-8591 (domestic), or (203) 518-9822 (international) and using the conference I.D. "Comtech." A replay of the conference call will be available for seven days by dialing (800) 753-5207 or (402) 220-2156. In addition, an updated investor presentation, including earnings guidance, is available on the Company's website.

About Comtech
Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. The Company sells products to a diverse customer base in the global commercial and government communications markets.

Cautionary Statement Regarding Forward-Looking Statements
Certain information in this press release contains forward-looking statements, including but not limited to, information relating to the Company's future performance and financial condition, plans and objectives of the Company's management and the Company's assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under the Company's control which may cause its actual results, future performance and financial condition, and achievement of plans and objectives of the Company's management to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, among other things: the risk that the Company will be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins; the nature and timing of receipt of, and the Company's performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements, including the risks associated with the Company's recent launch of HEIGHTSTM Dynamic Network Access Technology; changing customer demands; changes in prevailing economic and political conditions; changes in the price of oil in global markets; changes in foreign currency exchange rates; risks associated with the Company's and TCS's legacy legal proceedings, customer claims for indemnification and other similar matters; risks associated with the Company’s obligations under its Secured Credit Facility, as amended; risks associated with the Company's large contracts; the impacts of any potential reform of the Internal Revenue Code which is currently being debated amongst members of the U.S. Presidential administration and Congress; and other factors described in this and the Company's other filings with the Securities and Exchange Commission.



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COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)


 
 
 
Three months ended October 31,
 
2017
 
2016
 
 
 
 
Net sales
$
121,569,000

 
$
135,786,000

Cost of sales
73,853,000

 
83,678,000

Gross profit
47,716,000

 
52,108,000

 
 
 
 
Expenses:
 

 
 

Selling, general and administrative
28,475,000

 
32,685,000

Research and development
13,750,000

 
14,096,000

Amortization of intangibles
5,269,000

 
6,055,000

   
47,494,000

 
52,836,000

 
 
 
 
Operating income (loss)
222,000

 
(728,000
)
 
 
 
 
Other expenses (income):
 
 
 
Interest expense
2,588,000

 
3,325,000

Interest (income) and other
39,000

 
(2,000
)
 
 
 
 
Loss before benefit from income taxes
(2,405,000
)
 
(4,051,000
)
Benefit from income taxes
(745,000
)
 
(1,562,000
)
 
 
 
 
Net loss
$
(1,660,000
)
 
$
(2,489,000
)
 
 
 
 
Net loss per share:
 
 
 
Basic
$
(0.07
)
 
$
(0.11
)
Diluted
$
(0.07
)
 
$
(0.11
)
 
 
 
 
Weighted average number of common shares outstanding – basic
23,797,000

 
23,385,000

 
 
 
 
Weighted average number of common and common equivalent shares outstanding – diluted
23,797,000

 
23,385,000

 
 
 
 
Dividends declared per issued and outstanding common share as of the applicable dividend record date
$
0.10

 
$
0.30

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COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
 
October 31, 2017
 
July 31, 2017
 
(Unaudited)
 
(Audited)
Assets


 
 
Current assets:
 
 
 
Cash and cash equivalents
$
42,507,000

 
41,844,000

Accounts receivable, net
113,943,000

 
124,962,000

Inventories, net
70,191,000

 
60,603,000

Prepaid expenses and other current assets
15,302,000

 
13,635,000

Total current assets
241,943,000

 
241,044,000

Property, plant and equipment, net
31,401,000

 
32,847,000

Goodwill
290,633,000

 
290,633,000

Intangibles with finite lives, net
256,602,000

 
261,871,000

Deferred financing costs, net
2,850,000

 
3,065,000

Other assets, net
2,803,000

 
2,603,000

Total assets
$
826,232,000

 
832,063,000

Liabilities and Stockholders’ Equity
 

 
 

Current liabilities:
 
 
 
Accounts payable
$
30,512,000

 
29,402,000

Accrued expenses and other current liabilities
63,103,000

 
68,610,000

Dividends payable
2,351,000

 
2,343,000

Customer advances and deposits
22,668,000

 
25,771,000

Current portion of long-term debt
16,135,000

 
15,494,000

Current portion of capital lease obligations
2,064,000

 
2,309,000

Interest payable
69,000

 
282,000

Total current liabilities
136,902,000

 
144,211,000

Non-current portion of long-term debt, net
175,193,000

 
176,228,000

Non-current portion of capital lease obligations
1,293,000

 
1,771,000

Income taxes payable
2,550,000

 
2,515,000

Deferred tax liability, net
20,024,000

 
17,306,000

Customer advances and deposits, non-current
8,695,000

 
7,227,000

Other liabilities
5,556,000

 
2,655,000

Total liabilities
350,213,000

 
351,913,000

Commitments and contingencies
 
 
 
Stockholders’ equity:
 

 
 

Preferred stock, par value $.10 per share; shares authorized and unissued 2,000,000

 

Common stock, par value $.10 per share; authorized 100,000,000 shares; issued 38,640,511 shares and 38,619,467 shares at October 31, 2017 and July 31, 2017, respectively
3,864,000

 
3,862,000

Additional paid-in capital
532,940,000

 
533,001,000

Retained earnings
381,064,000

 
385,136,000

 
917,868,000

 
921,999,000

Less:
 
 
 
Treasury stock, at cost (15,033,317 shares at October 31, 2017 and July 31, 2017)
(441,849,000
)
 
(441,849,000
)
Total stockholders’ equity
476,019,000

 
480,150,000

Total liabilities and stockholders’ equity
$
826,232,000

 
832,063,000

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COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
(Unaudited)

Use of Non-GAAP Financial Measures
In order to provide investors with additional information regarding its financial results, this press release contains "Non-GAAP financial measures" under the rules of the SEC. The Company's Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before income taxes, interest (income) and other expense, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, settlement of intellectual property litigation, acquisition plan expenses or strategic alternatives analysis expenses and other. The Company's definition of Adjusted EBITDA may differ from the definition of EBITDA used by other companies and therefore may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is also a measure frequently requested by the Company's investors and analysts. The Company believes that investors and analysts may use Adjusted EBITDA, along with other information contained in its SEC filings, in assessing the Company's performance and comparability of its results with other companies. These Non-GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct the Company’s business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared in accordance with GAAP. These measures are adjusted as described in the reconciliation of GAAP to Non-GAAP in the below table, but these adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non-recurring. Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP. Investors are advised to carefully review the GAAP financial results that are disclosed in the Company’s SEC filings. The Company has not quantitatively reconciled its fiscal 2018 Adjusted EBITDA target to the most directly comparable GAAP measure because items such as stock-based compensation, adjustments to the provision for income taxes, amortization of intangibles and interest expense, which are specific items that impact these measures, have not yet occurred, are out of the Company's control, or cannot be predicted. For example, quantification of stock-based compensation expense requires inputs such as the number of shares granted and market price that are not currently ascertainable. Accordingly, reconciliations to the Non-GAAP forward looking metrics are not available without unreasonable effort and such unavailable reconciling items could significantly impact the Company's financial results.         

Three months ended
October 31,
 
Fiscal Year
 
2017
 
2016
 
2017
Reconciliation of GAAP Net (Loss) Income to Adjusted EBITDA:
 
 
 
 
 
Net (loss) income
$
(1,660,000
)
 
(2,489,000
)
 
$
15,827,000

(Benefit from) provision for income taxes
(745,000
)
 
(1,562,000
)
 
9,654,000

Interest (income) and other expense
39,000

 
(2,000
)
 
(68,000
)
Interest expense
2,588,000

 
3,325,000

 
11,629,000

Amortization of stock-based compensation
747,000

 
970,000

 
8,506,000

Amortization of intangibles
5,269,000

 
6,055,000

 
22,823,000

Depreciation
3,346,000

 
3,749,000

 
14,354,000

Settlement of intellectual property litigation

 

 
(12,020,000
)
Adjusted EBITDA
$
9,584,000

 
10,046,000

 
$
70,705,000



 
ECMTL
###







Exhibit 99.2


COMTECH TELECOMMUNICATIONS CORP.
DECLARES $0.10 PER SHARE QUARTERLY CASH DIVIDEND


Melville, New York – December 6, 2017 – Comtech Telecommunications Corp. (NASDAQ: CMTL) announced today that its Board of Directors declared a quarterly cash dividend of $0.10 per share, payable on February 16, 2018, to shareholders of record at the close of business on January 17, 2018. The dividend is the Company’s thirtieth consecutive quarterly dividend. The Board of Directors is currently targeting fiscal 2018 quarterly dividend payments of $0.10 per common share. Future dividends remain subject to compliance with financial covenants under the Company's Secured Credit Facility, as amended, as well as Board approval.
 
Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. The Company sells products to a diverse customer base in the global commercial and government communications markets.

Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results could differ materially from such forward-looking information. The Company's Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in its entirety by the risks and uncertainties described in such Securities and Exchange Commission filings.


PCMTL
Media Contacts:                            
Michael D. Porcelain, Senior Vice President and Chief Financial Officer
631-962-7000
info@comtechtel.com
###



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