FORM 8-K |
March 4, 2020 | 0-7928 | |
Date of Report (Date of earliest event reported) | Commission File Number | |
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(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) | ||
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Common Stock, par value $0.10 per share | CMTL | NASDAQ Stock Market LLC |
Series A Junior Participating Cumulative Preferred Stock, par value $0.10 per share | ||


Exhibit Number | Description |
By: | /s/ Michael A. Bondi Name: Michael A. Bondi Title: Chief Financial Officer |
• | Net sales for the second quarter of fiscal 2020 were $161.7 million. |
• | Bookings during the second quarter of fiscal 2020 were $151.6 million, with a company-wide book-to-bill ratio of 0.94. Backlog as of January 31, 2020 was $638.3 million. When adding Comtech's backlog and the total unfunded value of certain multi-year contracts that Comtech has received and for which it expects future orders, its revenue visibility approximates $1.0 billion. |
• | During the second quarter, Comtech was awarded several large contracts, including: a 10-year, $211.0 million IDIQ contract to provide next generation troposcatter systems for end use by the U.S. Marine Corps, with initial funding received to-date of $13.4 million; a multi-year contract extension totaling an estimated $14.2 million to provide enhanced 911 services to a tier one U.S. wireless telecommunications carrier; a contract valued at more than $8.8 million for Ka-band solid-state amplifiers to be used in an in-flight connectivity satcom application; and a contract worth $6.6 million to upgrade a next generation 911 system for a New England state. |
• | On a GAAP basis, second quarter fiscal 2020 operating income was $6.2 million, net income was $3.5 million and net income per diluted share ("EPS") was $0.14. During the second quarter, Comtech's operating income was impacted by $6.0 million of acquisition plan expenses and a $0.3 million benefit from the reversal of certain estimated contract settlement costs. As shown in the table below, excluding those acquisition plan expenses, the benefit from the reversal of certain estimated contract settlement costs and the net discrete tax expense during the quarter, Non-GAAP EPS was $0.32. Non-GAAP EPS is a non-GAAP financial measure which is reconciled to the most directly comparable GAAP financial measure below. |
• | Adjusted EBITDA for the second quarter of fiscal 2020 was $21.2 million, or 13.1% of consolidated net sales. Adjusted EBITDA is a non-GAAP financial measure which is reconciled to the most directly comparable GAAP financial measure and is more fully defined below. |
• | In late January 2020, Comtech announced the completion of its acquisition of CGC Technology Limited ("CGC") for approximately $23.7 million. CGC is a leading provider of high precision full motion fixed and mobile X/Y satellite tracking antennas, reflectors, radomes and other ground station equipment around the world. With significant growth in low Earth orbit ("LEO") and medium Earth orbit ("MEO") satellite constellations expected, the acquisition adds another growth dynamic to Comtech and brings established relationships with several top-tier European aerospace companies and other government entities. |
• | In January 2020, Comtech announced its highly strategic acquisition of Gilat Satellite Networks Ltd. ("Gilat") in a cash and stock transaction, resulting in an enterprise value of approximately $532.5 million. Each Gilat ordinary share will be converted into the right to receive consideration of $7.18 in cash, without interest, plus 0.08425 of a share of Comtech common stock, with cash payable in lieu of fractional shares. Gilat is a worldwide leader in satellite networking technology, solutions and services, with market leading positions in the satellite ground station and in-flight connectivity solutions markets and deep expertise in operating large network infrastructures. The transaction is subject to customary closing conditions including, among others, the approval of Gilat’s shareholders and the expiration of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976. |
• | Comtech's consolidated net sales target is now approximately $712.0 million, as compared to the prior range of $712.0 million to $732.0 million. |
• | Comtech's Adjusted EBITDA goal is now $99.0 million as compared to the prior range of $99.0 million to $103.0 million. Comtech's Adjusted EBITDA goal reflects a target of approximately 14.0% of its target consolidated net sales. |
• | Despite incurring $8.4 million of acquisition plan expenses and a $32,000 benefit related to the reversal of certain estimated contract settlement costs in the first half of fiscal 2020, as well as an additional $3.6 million of such costs expected during the third quarter of fiscal 2020, GAAP operating income, as a percentage of consolidated net sales, is expected to approximate 6.0%. Excluding such net expenses, operating income, as a percentage of fiscal 2020 consolidated net sales, is expected to approximate 7.5%. |
• | Comtech's interest expense rate (including amortization of deferred financing costs) is now expected to approximate 4.5% and its total interest expense is now expected to approximate $7.0 million. Comtech's current and fiscal 2020 expected cash borrowing rate is approximately 3.5% to 3.75%. |
• | Comtech’s effective income tax rate (excluding discrete tax items) for each of the remaining quarters of fiscal 2020 is expected to approximate 23.0%. |
• | Comtech’s updated GAAP EPS target for fiscal 2020 is $1.08. This GAAP EPS metric reflects all actual and expected third quarter fiscal 2020 acquisition plan expenses, the benefit from the reversal of certain estimated contract settlement costs and net discrete tax items. Excluding actual and expected third quarter fiscal 2020 acquisition plan expenses, the benefit from the reversal of certain estimated contract settlement costs and net discrete tax items, Non-GAAP EPS is now expected to approximate $1.42, as compared to Comtech's previous targeted range of $1.42 to $1.56. |
• | Given Comtech’s current expectations of the economic fallout resulting from the coronavirus, Comtech expects its third quarter consolidated net sales to range from $150.0 million to $155.0 million, with Adjusted EBITDA ranging from $16.0 million to $18.0 million, before significantly rebounding in the fourth quarter of fiscal 2020. As such, Comtech’s fourth quarter of fiscal 2020 is still expected to be the peak quarter - by far - for its consolidated net sales, GAAP operating income, GAAP net income and Adjusted EBITDA. Comtech’s updated fiscal 2020 financial targets reflect several large items expected to be shipped during the second half of fiscal 2020, the timing of which could shift into fiscal 2021. |
Three months ended January 31, | Six months ended January 31, | |||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||
Net sales | $ | 161,654,000 | 164,133,000 | $ | 331,921,000 | $ | 324,977,000 | |||||||
Cost of sales | 101,052,000 | 102,888,000 | 207,752,000 | 205,963,000 | ||||||||||
Gross profit | 60,602,000 | 61,245,000 | 124,169,000 | 119,014,000 | ||||||||||
Expenses: | ||||||||||||||
Selling, general and administrative | 29,374,000 | 31,987,000 | 61,225,000 | 63,834,000 | ||||||||||
Research and development | 13,740,000 | 13,983,000 | 28,601,000 | 27,193,000 | ||||||||||
Amortization of intangibles | 5,229,000 | 4,288,000 | 10,435,000 | 8,577,000 | ||||||||||
Settlement of intellectual property litigation | — | (3,204,000 | ) | — | (3,204,000 | ) | ||||||||
Acquisition plan expenses | 6,025,000 | 1,778,000 | 8,414,000 | 2,908,000 | ||||||||||
54,368,000 | 48,832,000 | 108,675,000 | 99,308,000 | |||||||||||
Operating income | 6,234,000 | 12,413,000 | 15,494,000 | 19,706,000 | ||||||||||
Other expenses: | ||||||||||||||
Interest expense | 1,616,000 | 2,267,000 | 3,420,000 | 4,936,000 | ||||||||||
Write-off of deferred financing costs | — | — | — | 3,217,000 | ||||||||||
Interest (income) and other | 6,000 | (51,000 | ) | (71,000 | ) | 15,000 | ||||||||
Income before provision for income taxes | 4,612,000 | 10,197,000 | 12,145,000 | 11,538,000 | ||||||||||
Provision for income taxes | 1,117,000 | 2,371,000 | 2,262,000 | 244,000 | ||||||||||
Net income | $ | 3,495,000 | 7,826,000 | $ | 9,883,000 | $ | 11,294,000 | |||||||
Net income per share: | ||||||||||||||
Basic | $ | 0.14 | 0.33 | $ | 0.40 | $ | 0.47 | |||||||
Diluted | $ | 0.14 | 0.32 | $ | 0.40 | $ | 0.47 | |||||||
Weighted average number of common shares outstanding – basic | 24,659,000 | 24,034,000 | 24,607,000 | 24,017,000 | ||||||||||
Weighted average number of common and common equivalent shares outstanding – diluted | 25,058,000 | 24,168,000 | 24,904,000 | 24,245,000 | ||||||||||
January 31, 2020 | July 31, 2019 | |||||
(Unaudited) | (Audited) | |||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 46,471,000 | 45,576,000 | |||
Accounts receivable, net | 147,983,000 | 145,032,000 | ||||
Inventories, net | 74,064,000 | 74,839,000 | ||||
Prepaid expenses and other current assets | 21,052,000 | 14,867,000 | ||||
Total current assets | 289,570,000 | 280,314,000 | ||||
Property, plant and equipment, net | 27,390,000 | 28,026,000 | ||||
Operating lease right-of-use assets, net | 33,062,000 | — | ||||
Goodwill | 328,476,000 | 310,489,000 | ||||
Intangibles with finite lives, net | 264,255,000 | 261,890,000 | ||||
Deferred financing costs, net | 2,759,000 | 3,128,000 | ||||
Other assets, net | 4,430,000 | 3,864,000 | ||||
Total assets | $ | 949,942,000 | 887,711,000 | |||
Liabilities and Stockholders’ Equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 27,250,000 | 24,330,000 | |||
Accrued expenses and other current liabilities | 84,511,000 | 78,584,000 | ||||
Operating lease liabilities, current | 9,259,000 | — | ||||
Finance lease and other obligations, current | 464,000 | 757,000 | ||||
Dividends payable | 2,432,000 | 2,406,000 | ||||
Contract liabilities | 38,929,000 | 38,682,000 | ||||
Interest payable | 325,000 | 588,000 | ||||
Total current liabilities | 163,170,000 | 145,347,000 | ||||
Non-current portion of long-term debt | 158,000,000 | 165,000,000 | ||||
Operating lease liabilities, non-current | 26,431,000 | — | ||||
Income taxes payable | 2,874,000 | 325,000 | ||||
Deferred tax liability, net | 18,758,000 | 12,481,000 | ||||
Long-term contract liabilities | 12,458,000 | 10,654,000 | ||||
Other liabilities | 17,048,000 | 18,822,000 | ||||
Total liabilities | 398,739,000 | 352,629,000 | ||||
Commitments and contingencies | ||||||
Stockholders’ equity: | ||||||
Preferred stock, par value $.10 per share; shares authorized and unissued 2,000,000 | — | — | ||||
Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 39,752,559 shares and 39,276,161 shares at January 31, 2020 and July 31, 2019, respectively | 3,975,000 | 3,928,000 | ||||
Additional paid-in capital | 563,834,000 | 552,670,000 | ||||
Retained earnings | 425,243,000 | 420,333,000 | ||||
993,052,000 | 976,931,000 | |||||
Less: | ||||||
Treasury stock, at cost (15,033,317 shares at January 31, 2020 and July 31, 2019) | (441,849,000 | ) | (441,849,000 | ) | ||
Total stockholders’ equity | 551,203,000 | 535,082,000 | ||||
Total liabilities and stockholders’ equity | $ | 949,942,000 | 887,711,000 | |||
Three months ended | Six months ended | Fiscal | |||||||||||||||
January 31, | January 31, | Year | |||||||||||||||
2020 | 2019 | 2020 | 2019 | 2019 | |||||||||||||
Reconciliation of GAAP Net Income to Adjusted EBITDA: | |||||||||||||||||
Net income | $ | 3,495,000 | 7,826,000 | $ | 9,883,000 | 11,294,000 | $ | 25,041,000 | |||||||||
Provision for income taxes | 1,117,000 | 2,371,000 | 2,262,000 | 244,000 | 3,869,000 | ||||||||||||
Interest (income) and other | 6,000 | (51,000 | ) | (71,000 | ) | 15,000 | 35,000 | ||||||||||
Write-off of deferred financing costs | — | — | — | 3,217,000 | 3,217,000 | ||||||||||||
Interest expense | 1,616,000 | 2,267,000 | 3,420,000 | 4,936,000 | 9,245,000 | ||||||||||||
Amortization of stock-based compensation | 1,238,000 | 1,191,000 | 2,117,000 | 2,237,000 | 11,427,000 | ||||||||||||
Amortization of intangibles | 5,229,000 | 4,288,000 | 10,435,000 | 8,577,000 | 18,320,000 | ||||||||||||
Depreciation | 2,721,000 | 2,849,000 | 5,372,000 | 5,700,000 | 11,927,000 | ||||||||||||
Estimated contract settlement costs | (262,000 | ) | 3,886,000 | (32,000 | ) | 3,886,000 | 6,351,000 | ||||||||||
Settlement of intellectual property litigation | — | (3,204,000 | ) | — | (3,204,000 | ) | (3,204,000 | ) | |||||||||
Acquisition plan expenses | 6,025,000 | 1,778,000 | 8,414,000 | 2,908,000 | 5,871,000 | ||||||||||||
Facility exit costs | — | — | — | 1,373,000 | 1,373,000 | ||||||||||||
Adjusted EBITDA | $ | 21,185,000 | 23,201,000 | $ | 41,800,000 | 41,183,000 | $ | 93,472,000 | |||||||||
January 31, 2020 | |||||||||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||||||||
Operating Income | Net Income | Net Income per Diluted Share* | Operating Income | Net Income | Net Income per Diluted Share* | ||||||||||||||||||
Reconciliation of GAAP to Non-GAAP Earnings: | |||||||||||||||||||||||
GAAP measures, as reported | $ | 6,234,000 | $ | 3,495,000 | $ | 0.14 | $ | 15,494,000 | $ | 9,883,000 | $ | 0.40 | |||||||||||
Acquisition plan expenses | 6,025,000 | 4,639,000 | 0.19 | 8,414,000 | 6,479,000 | 0.26 | |||||||||||||||||
Estimated contract settlement costs | (262,000 | ) | (202,000 | ) | (0.01 | ) | (32,000 | ) | (25,000 | ) | — | ||||||||||||
Net discrete tax expense (benefit) | — | 57,000 | — | — | (531,000 | ) | (0.02 | ) | |||||||||||||||
Non-GAAP measures | $ | 11,997,000 | $ | 7,989,000 | $ | 0.32 | $ | 23,876,000 | $ | 15,806,000 | $ | 0.63 | |||||||||||
January 31, 2019 | |||||||||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||||||||
Operating Income | Net Income | Net Income per Diluted Share* | Operating Income | Net Income | Net Income per Diluted Share* | ||||||||||||||||||
Reconciliation of GAAP to Non-GAAP Earnings: | |||||||||||||||||||||||
GAAP measures, as reported | $ | 12,413,000 | $ | 7,826,000 | $ | 0.32 | $ | 19,706,000 | $ | 11,294,000 | $ | 0.47 | |||||||||||
Estimated contract settlement costs | 3,886,000 | 2,992,000 | 0.12 | 3,886,000 | 2,992,000 | 0.12 | |||||||||||||||||
Settlement of intellectual property litigation | (3,204,000 | ) | (2,467,000 | ) | (0.10 | ) | (3,204,000 | ) | (2,467,000 | ) | (0.10 | ) | |||||||||||
Acquisition plan expenses | 1,778,000 | 1,369,000 | 0.06 | 2,908,000 | 2,239,000 | 0.09 | |||||||||||||||||
Facility exit costs | — | — | — | 1,373,000 | 1,057,000 | 0.04 | |||||||||||||||||
Write-off of deferred financing costs | — | — | — | — | 2,477,000 | 0.10 | |||||||||||||||||
Net discrete tax benefit | — | — | — | — | (2,432,000 | ) | (0.10 | ) | |||||||||||||||
Non-GAAP measures | $ | 14,873,000 | $ | 9,720,000 | $ | 0.40 | $ | 24,669,000 | $ | 15,160,000 | $ | 0.63 | |||||||||||
Fiscal Year | |||||||||||||||||||||||
2019 | |||||||||||||||||||||||
Operating Income | Net Income | Net Income per Diluted Share* | |||||||||||||||||||||
Reconciliation of GAAP to Non-GAAP Earnings: | |||||||||||||||||||||||
GAAP measures, as reported | $ | 41,407,000 | $ | 25,041,000 | $ | 1.03 | |||||||||||||||||
Estimated contract settlement costs | 6,351,000 | 4,874,000 | 0.20 | ||||||||||||||||||||
Settlement of intellectual property litigation | (3,204,000 | ) | (2,459,000 | ) | (0.10 | ) | |||||||||||||||||
Facility exit costs | 1,373,000 | 1,054,000 | 0.04 | ||||||||||||||||||||
Acquisition plan expenses | 5,871,000 | 4,506,000 | 0.19 | ||||||||||||||||||||
Write-off of deferred financing costs | — | 2,469,000 | 0.10 | ||||||||||||||||||||
Net discrete tax benefit | — | (2,875,000 | ) | (0.12 | ) | ||||||||||||||||||
Non-GAAP measures | $ | 51,798,000 | $ | 32,610,000 | $ | 1.34 | |||||||||||||||||