Comtech Telecommunications Corp 10-K for FY2023

Comtech Telecommunications Corp (CMTL)

10-K 2023-10-12 For: 2023-07-31

Added on April 06, 2026

About this 10-K

Comtech Telecommunications Corp filed this 10-K on October 12, 2023, covering the fiscal year ended July 31, 2023 (FY2023).

Headline figures

Fiscal year ended July 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $549.99M; up 13.1% from $486.24M a year earlier
Net loss: $26.9M; compared with a net loss of $33.05M a year earlier
Diluted EPS: -$1.21; compared with -$1.63 a year earlier

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Delaware						11-2139466
(State or other jurisdiction of incorporation /organization)						(I.R.S. Employer Identification Number)
68 South Service Road, Suite 230, Melville, NY						11747
(Address of principal executive offices)						(Zip Code)


INDEX
PART I
ITEM 1.	BUSINESS	1

	Business Segments	2
	Satellite and Space Communications Segment	3
	Terrestrial and Wireless Networks Segment	6
	Acquisitions	11
	Sales, Marketing and Customer Support	11
	Backlog	12
	Research and Development	13
	Intellectual Property	13
	Competition	14
	Corporate Responsibility and Sustainability	15
	Human Capital	15
	U.S. Government Contracts and Security Clearances	17
	Regulatory Matters	18

ITEM 1A.	RISK FACTORS	19

ITEM 1B.	UNRESOLVED STAFF COMMENTS	46

ITEM 2.	PROPERTIES	47

ITEM 3.	LEGAL PROCEEDINGS	49

ITEM 4.	MINE SAFETY DISCLOSURES	49

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	49

	Stock Performance Graph and Cumulative Total Return	49
	Dividends	50
	Recent Sales of Unregistered Securities	50
	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	50
	Approximate Number of Equity Security Holders	50

ITEM 6.	[RESERVED]	50


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	51

	Overview	51
	Critical Accounting Policies	52
	Results of Operations	54
	Fiscal 2023 Highlights and Business Outlook for Fiscal 2024	55
	Comparison of Fiscal 2023 and 2022	57
	Comparison of Fiscal 2022 and 2021	63
	Liquidity and Capital Resources	63
	Recent Accounting Pronouncements	67

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	67

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	67

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	67

ITEM 9A.	CONTROLS AND PROCEDURES	68

ITEM 9B.	OTHER INFORMATION	69

ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	69

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	70

ITEM 11.	EXECUTIVE COMPENSATION	70

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	70

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	70

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	70

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	71

ITEM 16.	FORM 10-K SUMMARY	74

SIGNATURES		75

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE		F-1


	Fiscal Years Ended July 31,
	2023		2022		2021		2023		2022		2021		2023		2022		2021
	Satellite and Space Communications						Terrestrial and Wireless Networks						Consolidated
U.S. government	49.9	%	45.6	%	52.8	%	1.7	%	2.4	%	1.4	%	31.3	%	27.2	%	34.6	%
Domestic	16.7	%	18.0	%	15.3	%	89.2	%	88.1	%	89.2	%	44.7	%	47.8	%	41.5	%
Total U.S.	66.6	%	63.6	%	68.1	%	90.9	%	90.5	%	90.6	%	76.0	%	75.0	%	76.1	%

International	33.4	%	36.4	%	31.9	%	9.1	%	9.5	%	9.4	%	24.0	%	25.0	%	23.9	%
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%


Women	People of Color	Veterans	People with Disabilities
22%	38%*	10%	5%


☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


(631)			962-7000
(Registrant's telephone number, including area code)


	Fiscal 2023
($ in millions, except for per share amounts)	Operating (Loss) Income			Net (Loss) Income Attributable to Common Stockholders			Net (Loss) Income per Diluted Common Share
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported		$	(14.7)		$	(33.9)		$	(1.21)
Adjustments to reflect redemption value of convertible preferred stock		—			7.0			0.25
Amortization of intangibles		21.4			16.6			0.59
Restructuring costs		10.9			8.3			0.30
Amortization of stock-based compensation		10.1			7.9			0.28
CEO transition costs		9.1			8.6			0.31
Strategic emerging technology costs		3.8			3.4			0.12
Amortization of cost to fulfill assets		1.0			1.0			0.03
Net discrete tax benefit		—			(0.3)			(0.01)
Non-GAAP measures		$	41.6		$	18.5		$	0.65


	Fiscal 2022
($ in millions, except for per share amounts)	Operating (Loss) Income			Net (Loss) Income Attributable to Common Stockholders			Net (Loss) Income per Diluted Common Share
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported		$	(33.8)		$	(43.3)		$	(1.63)
Adjustments to reflect redemption value of convertible preferred stock		—			10.2			0.39
Amortization of intangibles		21.4			16.3			0.62
CEO transition costs		13.6			13.0			0.49
Proxy solicitation costs		11.2			8.7			0.33
Amortization of stock-based compensation		7.8			6.1			0.23
Restructuring costs		6.0			4.6			0.17
Strategic emerging technology costs		1.2			0.9			0.03
COVID-19 related costs		1.1			0.8			0.03
Amortization of cost to fulfill assets		0.5			0.4			0.01
Change in fair value of convertible preferred stock purchase option liability		—			(1.0)			(0.04)
Net discrete tax expense		—			2.6			0.10
Non-GAAP measures		$	28.9		$	19.3		$	0.71


($ in thousands)	Total		Due Within 1 Year
Credit Facility - principal payments	$	165,025	4,375
Credit Facility - interest payments	21,532		15,087
Operating and financing lease obligations	57,340		9,478

Contractual cash obligations	$	243,897	28,940


			COMTECH TELECOMMUNICATIONS CORP.

October 12, 2023			By: /s/Ken Peterman
(Date)			Ken Peterman, Chairman of the Board President and Chief Executive Officer


	Signature	Title

October 12, 2023	/s/Ken Peterman	Chairman of the Board
(Date)	Ken Peterman	President and Chief Executive Officer
		(Principal Executive Officer)

October 12, 2023	/s/Michael A. Bondi	Chief Financial Officer
(Date)	Michael A. Bondi	(Principal Financial and Accounting Officer)

October 12, 2023	/s/Wendi Carpenter	Director
(Date)	Wendi Carpenter

October 12, 2023	/s/Judy Chambers	Director
(Date)	Judy Chambers

October 12, 2023	/s/Bruce T. Crawford	Director
(Date)	Bruce T. Crawford

October 12, 2023	/s/Lisa Lesavoy	Director
(Date)	Lisa Lesavoy

October 12, 2023	/s/Ellen M. Lord	Director
(Date)	Ellen M. Lord

October 12, 2023	/s/Mark Quinlan	Director
(Date)	Mark Quinlan

October 12, 2023	/s/Dr. Yacov A. Shamash	Director
(Date)	Dr. Yacov A. Shamash

October 12, 2023	/s/Lawrence J. Waldman	Director
(Date)	Lawrence J. Waldman


			Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34)			F-2

Consolidated Financial Statements:

Balance Sheets as of July 31, 2023 and 2022			F-6

Statements of Operations for each of the years in the three-year period ended July 31, 2023			F-7

Statements of Convertible Preferred Stock and Stockholders' Equity for each of the years in the three-year period ended July 31, 2023			F-8

Statements of Cash Flows for each of the years in the three-year period ended July 31, 2023			F-9

Notes to Consolidated Financial Statements			F-11

Additional Financial Information Pursuant to the Requirements of Form 10-K:

Schedule II – Valuation and Qualifying Accounts and Reserves			S-1

Schedules not listed above have been omitted because they are either not applicable or the required information has been provided elsewhere in the consolidated financial statements or notes thereto.


Assets	2023		2022
Current assets:
Cash and cash equivalents	$	18,961,000	21,654,000
Accounts receivable, net	163,159,000		123,711,000
Inventories, net	105,845,000		96,317,000
Prepaid expenses and other current assets	17,521,000		21,649,000
Total current assets	305,486,000		263,331,000
Property, plant and equipment, net	53,029,000		50,363,000
Operating lease right-of-use assets, net	44,410,000		49,767,000
Goodwill	347,692,000		347,692,000
Intangibles with finite lives, net	225,907,000		247,303,000
Deferred financing costs, net	2,349,000		1,014,000
Other assets, net	17,364,000		14,827,000
Total assets	$	996,237,000	974,297,000
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	64,241,000	44,591,000
Accrued expenses and other current liabilities	66,990,000		72,662,000
Current portion of long-term debt	4,375,000		—
Operating lease liabilities, current	8,645,000		8,685,000
Dividends payable	—		2,746,000
Contract liabilities	66,351,000		64,601,000
Interest payable	1,368,000		172,000
Total current liabilities	211,970,000		193,457,000
Non-current portion of long-term debt, net	160,029,000		130,000,000
Operating lease liabilities, non-current	41,763,000		44,423,000
Income taxes payable	2,208,000		3,007,000
Deferred tax liability, net	9,494,000		15,355,000
Long-term contract liabilities	18,419,000		9,975,000
Other liabilities	1,844,000		6,291,000
Total liabilities	445,727,000		402,508,000
Commitments and contingencies (See Note 12)
Convertible preferred stock, par value $0.10 per share; authorized 125,000 shares; issued 100,000 at July 31, 2023 and 2022 (includes accrued dividends of $604,000 and $566,000, respectively)	112,211,000		105,204,000
Stockholders’ equity:
Preferred stock, par value $0.10 per share; authorized and unissued 1,875,000 shares	—		—
Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 43,096,271 shares and 42,672,827 shares at July 31, 2023 and 2022, respectively	4,310,000		4,267,000
Additional paid-in capital	636,925,000		625,484,000
Retained earnings	238,913,000		278,683,000
	880,148,000		908,434,000
Less:
Treasury stock, at cost (15,033,317 shares at July 31, 2023 and 2022)	(441,849,000)		(441,849,000)
Total stockholders’ equity	438,299,000		466,585,000
Total liabilities, convertible preferred stock and stockholders’ equity	$	996,237,000	974,297,000


	Fiscal Years Ended July 31,
	2023		2022		2021
Gross margin	33.5	%	37.0	%	36.8	%
Selling, general and administrative expenses	21.8	%	23.6	%	19.2	%
Research and development expenses	8.8	%	10.8	%	8.4	%
Amortization of intangibles	3.9	%	4.4	%	3.6	%
CEO transition costs	1.7	%	2.8	%	—	%
Proxy solicitation costs	—	%	2.3	%	—	%
Acquisition plan expenses	—	%	—	%	17.2	%
Operating loss	(2.7)	%	(6.9)	%	(11.7)	%
Interest expense (income) and other	2.9	%	0.7	%	1.2	%
Loss before benefit from income taxes	(5.6)	%	(7.6)	%	(12.9)	%
Net loss	(4.9)	%	(6.8)	%	(12.6)	%
Net loss attributable to common stockholders	(6.2)	%	(8.9)	%	(12.6)	%
Adjusted EBITDA (a Non-GAAP measure)	9.7	%	8.1	%	13.2	%


	2023		2022	2021
Net sales	$	549,994,000	486,239,000	581,695,000
Cost of sales	365,534,000		306,403,000	367,737,000
Gross profit	184,460,000		179,836,000	213,958,000

Expenses:
Selling, general and administrative	120,003,000		114,858,000	111,796,000
Research and development	48,631,000		52,532,000	49,148,000
Amortization of intangibles	21,396,000		21,396,000	21,020,000
CEO transition costs	9,090,000		13,554,000	—
Proxy solicitation costs	—		11,248,000	—
Acquisition plan expenses	—		—	100,292,000
	199,120,000		213,588,000	282,256,000

Operating loss	(14,660,000)		(33,752,000)	(68,298,000)

Other expenses (income):
Interest expense	14,961,000		5,031,000	6,821,000
Interest (income) and other	1,226,000		(703,000)	(139,000)
Change in fair value of convertible preferred stock purchase option liability	—		(1,005,000)	—

Loss before benefit from income taxes	(30,847,000)		(37,075,000)	(74,980,000)
Benefit from income taxes	(3,948,000)		(4,023,000)	(1,500,000)

Net loss	$	(26,899,000)	(33,052,000)	(73,480,000)

Adjustments to reflect redemption value of convertible preferred stock:
Dividend on convertible preferred stock	(7,007,000)		(5,204,000)	—
Convertible preferred stock issuance costs	—		(4,007,000)	—
Establishment of initial convertible preferred stock purchase option liability	—		(1,005,000)	—
Net loss attributable to common stockholders	$	(33,906,000)	(43,268,000)	(73,480,000)

Net loss per share:
Basic	$	(1.21)	(1.63)	(2.86)
Diluted	$	(1.21)	(1.63)	(2.86)

Weighted average number of common shares outstanding – basic	28,002,000		26,506,000	25,685,000

Weighted average number of common and common equivalent shares outstanding – diluted	28,002,000		26,506,000	25,685,000


	2023		2022	2021
Cash flows from operating activities:
Net loss	$	(26,899,000)	(33,052,000)	(73,480,000)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization of property, plant and equipment	11,922,000		10,314,000	9,379,000
Amortization of intangible assets with finite lives	21,396,000		21,396,000	21,020,000
Amortization of stock-based compensation	10,107,000		7,767,000	9,983,000
Amortization of cost to fulfill assets	959,000		469,000	—
CEO transition costs related to equity-classified stock-based awards	3,764,000		7,388,000	—
Amortization of deferred financing costs	1,852,000		811,000	736,000
Change in fair value of convertible preferred stock purchase option liability	—		(1,005,000)	—
Changes in other liabilities	(4,133,000)		(4,132,000)	(6,633,000)
Loss (gain) on disposal of property, plant and equipment	48,000		(310,000)	215,000
Provision for (benefit from) allowance for doubtful accounts	261,000		838,000	(18,000)
Provision for excess and obsolete inventory	4,871,000		4,447,000	4,364,000
Deferred income tax benefit	(6,060,000)		(5,856,000)	(3,263,000)
Other	—		—	(225,000)
Changes in assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(39,709,000)		33,567,000	(31,223,000)
Inventories	(14,885,000)		(20,406,000)	(2,338,000)
Prepaid expenses and other current assets	1,656,000		(3,190,000)	(265,000)
Other assets	(3,356,000)		(6,656,000)	(4,215,000)
Accounts payable	20,362,000		6,833,000	11,016,000
Accrued expenses and other current liabilities	671,000		(11,081,000)	(7,886,000)
Contract liabilities	10,194,000		(1,362,000)	25,444,000
Other liabilities, non-current	(324,000)		(3,690,000)	3,583,000
Interest payable	1,197,000		(22,000)	32,000
Income taxes payable	1,673,000		(1,071,000)	3,136,000
Net cash (used in) provided by operating activities	(4,433,000)		1,997,000	(40,638,000)
Cash flows from investing activities:
Net cash acquired from acquisition of UHP	—		—	1,304,000
Payment for acquisition of CGC, net of cash acquired	—		—	(750,000)
Purchases of property, plant and equipment	(18,311,000)		(19,619,000)	(16,037,000)
Net cash used in investing activities	(18,311,000)		(19,619,000)	(15,483,000)
Cash flows from financing activities:
Net borrowings (payments) of long-term debt under Revolving Loan Facility	36,900,000		(71,000,000)	51,500,000
Cash dividends paid on common stock	(8,661,000)		(11,048,000)	(10,334,000)
Payment of deferred financing costs	(3,809,000)		(140,000)	(30,000)
Remittance of employees' statutory tax withholding for stock awards	(2,869,000)		(6,109,000)	(2,803,000)


	2023		2022	2021
Net decrease in cash and cash equivalents	$	(2,693,000)	(9,207,000)	(17,017,000)
Cash and cash equivalents at beginning of year	21,654,000		30,861,000	47,878,000
Cash and cash equivalents at end of year	$	18,961,000	21,654,000	30,861,000

Supplemental cash flow disclosure
Cash paid (received) during the year for:
Interest	$	11,914,000	4,094,000	5,987,000
Income taxes, net	$	361,000	2,913,000	(1,373,000)

Non-cash investing and financing activities:


Accrued remittance of employees' statutory tax withholdings for fully-vested share units	$	1,204,000	1,102,000	2,596,000

Cash dividends declared on common stock but unpaid (including accrual of dividend equivalents)	$	315,000	3,135,000	2,981,000

Adjustment to reflect redemption value of convertible preferred stock	$	7,007,000	10,216,000	—

Establishment of initial convertible preferred stock purchase option liability	$	—	1,005,000	—

Accrued additions to property, plant and equipment	$	993,000	5,586,000	2,466,000

Issuance of restricted stock	$	9,000	13,000	4,000



Common stock issued for acquisitions	$	—	9,000,000	28,892,000

Fair value of UHP acquisition contingent earn-out consideration	$	—	—	8,500,000

Accrued deferred financing costs	$	—	—	139,000


	Series A Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Treasury Stock			Stockholders' Equity
	Shares	Amount		Shares	Amount						Shares	Amount
Balance as of July 31, 2020	—	$	—	39,924,439	$	3,992,000	$	569,891,000	$	417,265,000	15,033,317	$	(441,849,000)	$	549,299,000
Equity-classified stock award compensation	—	—		—	—		9,983,000		—		—	—		9,983,000
Issuance of employee stock purchase plan shares	—	—		54,762	5,000		804,000		—		—	—		809,000
Issuance of restricted stock	—	—		35,495	4,000		(4,000)		—		—	—		—
Net settlement of stock-based awards	—	—		240,549	24,000		(4,024,000)		—		—	—		(4,000,000)
Common stock issued for acquisition of UHP Networks Inc. ("UHP")	—	—		1,026,567	103,000		28,789,000		—		—	—		28,892,000
Cash dividends declared ($0.40 per share)	—	—		—	—		—		(10,189,000)		—	—		(10,189,000)
Accrual of dividend equivalents, net of reversal ($0.40 per share)	—	—		—	—		—		(380,000)		—	—		(380,000)
Adoption of current expected credit loss standard	—	—		—	—		—		(215,000)		—	—		(215,000)
Net loss	—	—		—	—		—		(73,480,000)		—	—		(73,480,000)
Balance as of July 31, 2021	—	—		41,281,812	4,128,000		605,439,000		333,001,000		15,033,317	(441,849,000)		500,719,000
Equity-classified stock award compensation	—	—		—	—		7,767,000		—		—	—		7,767,000
CEO transition costs related to equity-classified stock-based awards (See Note 11)	—	—		—	—		7,388,000		—		—	—		7,388,000
Issuance of employee stock purchase plan shares	—	—		49,138	5,000		725,000		—		—	—		730,000
Issuance of restricted stock, net of forfeiture	—	—		132,854	13,000		(13,000)		—		—	—		—
Net settlement of stock-based awards	—	—		247,721	25,000		(4,640,000)		—		—	—		(4,615,000)
Common stock issued for settlement of UHP earn-out liability	—	—		961,302	96,000		8,818,000		—		—	—		8,914,000
Issuance of convertible preferred stock	100,000	100,000,000		—	—		—		—		—	—		—
Convertible preferred stock issuance costs	—	(4,007,000)		—	—		—		—		—	—		—
Establishment of initial convertible preferred stock purchase option liability	—	(1,005,000)		—	—		—		—		—	—		—
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends)	—	10,216,000		—	—		—		(10,216,000)		—	—		(10,216,000)
Cash dividends declared ($0.40 per share)	—	—		—	—		—		(10,661,000)		—	—		(10,661,000)
Accrual of dividend equivalents, net of reversal ($0.40 per share)	—	—		—	—		—		(389,000)		—	—		(389,000)
Net loss	—	—		—	—		—		(33,052,000)		—	—		(33,052,000)
Balance as of July 31, 2022	100,000	105,204,000		42,672,827	4,267,000		625,484,000		278,683,000		15,033,317	(441,849,000)		466,585,000
Equity-classified stock award compensation	—	—		—	—		10,257,000		—		—	—		10,257,000
CEO transition costs related to equity-classified stock-based awards (See Note 11)	—	—		—	—		3,764,000		—		—	—		3,764,000
Issuance of employee stock purchase plan shares	—	—		54,617	5,000		429,000		—		—	—		434,000
Issuance of restricted stock, net of forfeiture	—	—		93,091	9,000		(9,000)		—		—	—		—
Net settlement of stock-based awards	—	—		275,736	29,000		(3,000,000)		—		—	—		(2,971,000)
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends)	—	7,007,000		—	—		—		(7,007,000)		—	—		(7,007,000)
Cash dividends declared ($0.20 per share)	—	—		—	—		—		(5,549,000)		—	—		(5,549,000)
Accrual of dividend equivalents, net of reversal ($0.20 per share)	—	—		—	—		—		(315,000)		—	—		(315,000)
Net loss	—	—		—	—		—		(26,899,000)		—	—		(26,899,000)
Balance as of July 31, 2023	100,000	$	112,211,000	43,096,271	$	4,310,000	$	636,925,000	$	238,913,000	15,033,317	$	(441,849,000)	$	438,299,000


	Fiscal Year Ended July 31, 2023
	Satellite and Space Communications		Terrestrial and Wireless Networks	Total
Geographical region and customer type
U.S. government	$	168,411,000	3,567,000	$	171,978,000
Domestic	56,568,000		189,331,000	245,899,000
Total United States	224,979,000		192,898,000	417,877,000

International	112,777,000		19,340,000	132,117,000
Total	$	337,756,000	212,238,000	$	549,994,000
Contract type
Firm fixed-price	$	288,482,000	212,238,000	$	500,720,000
Cost reimbursable	49,274,000		—	49,274,000
Total	$	337,756,000	212,238,000	$	549,994,000
Transfer of control
Point in time	$	197,808,000	2,968,000	$	200,776,000
Over time	139,948,000		209,270,000	349,218,000
Total	$	337,756,000	212,238,000	$	549,994,000


	Fiscal Year Ended July 31, 2022
	Satellite and Space Communications		Terrestrial and Wireless Networks	Total
Geographical region and customer type
U.S. government	$	127,536,000	5,061,000	$	132,597,000
Domestic	50,274,000		181,976,000	232,250,000
Total United States	177,810,000		187,037,000	364,847,000

International	101,868,000		19,524,000	121,392,000
Total	$	279,678,000	206,561,000	$	486,239,000
Contract type
Firm fixed-price	$	249,497,000	206,561,000	$	456,058,000
Cost reimbursable	30,181,000		—	30,181,000
Total	$	279,678,000	206,561,000	$	486,239,000
Transfer of control
Point in time	$	186,052,000	2,633,000	$	188,685,000
Over time	93,626,000		203,928,000	297,554,000
Total	$	279,678,000	206,561,000	$	486,239,000


	Fiscal Year Ended July 31, 2021
	Satellite and Space Communications		Terrestrial and Wireless Networks	Total
Geographical region and customer type
U.S. government	$	198,157,000	2,924,000	$	201,081,000
Domestic	57,246,000		184,425,000	241,671,000
Total United States	255,403,000		187,349,000	442,752,000

International	119,447,000		19,496,000	138,943,000
Total	$	374,850,000	206,845,000	$	581,695,000
Contract type
Firm fixed-price	$	292,043,000	206,845,000	$	498,888,000
Cost reimbursable	82,807,000		—	82,807,000
Total	$	374,850,000	206,845,000	$	581,695,000
Transfer of control
Point in time	$	234,690,000	1,704,000	$	236,394,000
Over time	140,160,000		205,141,000	345,301,000
Total	$	374,850,000	206,845,000	$	581,695,000


	2023		2022
Receivables from commercial and international customers	$	52,438,000	59,922,000
Unbilled receivables from commercial and international customers	54,469,000		39,826,000
Receivables from the U.S. government and its agencies	31,149,000		24,776,000
Unbilled receivables from the U.S. government and its agencies	27,192,000		1,524,000
Total accounts receivable	165,248,000		126,048,000
Less allowance for doubtful accounts	2,089,000		2,337,000
Accounts receivable, net	$	163,159,000	123,711,000


	2023		2022
Raw materials and components	$	87,139,000	78,478,000
Work-in-process and finished goods	43,365,000		40,960,000
Total inventories	130,504,000		119,438,000
Less reserve for excess and obsolete inventories	24,659,000		23,121,000
Inventories, net	$	105,845,000	96,317,000


	2023		2022
Machinery and equipment	$	193,832,000	186,935,000
Leasehold improvements	9,680,000		14,260,000
	203,512,000		201,195,000
Less accumulated depreciation and amortization	150,483,000		150,832,000
Property, plant and equipment, net	$	53,029,000	50,363,000


	2023		2022
Accrued wages and benefits	$	21,994,000	25,675,000
Accrued contract costs	19,041,000		15,921,000
Accrued warranty obligations	8,285,000		9,420,000
Accrued commissions and royalties	4,659,000		5,697,000
Accrued legal costs	688,000		2,514,000
Other	12,323,000		13,435,000
Accrued expenses and other current liabilities	$	66,990,000	72,662,000


	2023		2022
Balance at beginning of year	$	9,420,000	17,600,000
Provision for (benefit from) warranty obligations	3,158,000		(1,255,000)
Adjustments for changes in estimates	(2,300,000)		(2,500,000)
Charges incurred	(1,993,000)		(4,425,000)
Balance at end of year	$	8,285,000	9,420,000


	July 31, 2023
Term Loan	$	48,125,000
Less unamortized deferred financing costs related to Term Loan	621,000
Term Loan, net	47,504,000
Revolving Loan Facility	116,900,000
Amount outstanding under Credit Facility, net	164,404,000
Less current portion of long-term debt	4,375,000
Non-current portion of long-term debt	$	160,029,000


	Operating
Fiscal 2024	$	9,478,000
Fiscal 2025	8,872,000
Fiscal 2026	7,445,000
Fiscal 2027	5,351,000
Fiscal 2028	4,622,000
Thereafter	21,572,000
Total future undiscounted cash flows	57,340,000
Less: Present value discount	6,932,000
Lease liabilities	$	50,408,000

Weighted-average remaining lease terms (in years)	8.31
Weighted-average discount rate	3.46		%


	2023		2022
Deferred tax assets:
Inventory and warranty reserves	$	6,147,000	5,970,000
Compensation and commissions	3,221,000		4,376,000
Federal, state and foreign research and experimentation credits	19,308,000		19,476,000
Capitalized U.S. research and experimental expenditures	8,784,000		—
Stock-based compensation	4,774,000		3,950,000
Foreign scientific research and experimental development expenditures	2,118,000		1,890,000
Federal, state and foreign net operating losses	13,011,000		14,481,000
Federal and state capital losses	15,582,000		15,582,000
Lease liabilities	11,986,000		12,595,000
Deferred revenue, non-current	4,463,000		2,194,000
Other	2,417,000		3,725,000
Less: valuation allowance	(34,478,000)		(31,227,000)
Total deferred tax assets	57,333,000		53,012,000
Deferred tax liabilities:
Plant and equipment	(4,883,000)		(3,489,000)
Lease right-of-use assets	(10,510,000)		(11,801,000)
Intangibles	(50,843,000)		(52,681,000)
Total deferred tax liabilities	(66,236,000)		(67,971,000)
Net deferred tax liabilities	$	(8,903,000)	(14,959,000)


			July 31, 2023
Stock options			240,510
Performance shares			666,324
RSUs, restricted stock, share units and other stock-based awards			1,209,906
Total			2,116,740


	Awards (in Shares)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at July 31, 2020	1,422,025	$	26.17
Expired/canceled	(348,590)	27.44
Outstanding at July 31, 2021	1,073,435	25.76
Expired/canceled	(588,735)	26.86
Exercised	(1,220)	17.88
Outstanding at July 31, 2022	483,480	24.43
Expired/canceled	(242,970)	24.89

Outstanding at July 31, 2023	240,510	$	23.96	3.97	$	—

Exercisable at July 31, 2023	211,870	$	24.78	3.63	$	—

Vested and expected to vest at July 31, 2023	238,868	$	24.00	3.96	$	—


	Awards (in Shares)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding at July 31, 2020	999,574	$	21.15
Granted	644,272	19.06
Settled	(455,564)	17.09
Canceled/Forfeited	(119,912)	18.42
Outstanding at July 31, 2021	1,068,370	21.93
Granted	797,771	18.77
Settled	(641,747)	22.83
Canceled/Forfeited	(113,644)	22.78
Outstanding at July 31, 2022	1,110,750	19.05
Granted	1,550,951	10.79
Settled	(632,267)	16.69
Canceled/Forfeited	(153,204)	16.67
Outstanding at July 31, 2023	1,876,230	$	13.21	$	19,062,000

Vested at July 31, 2023	847,243	$	13.53	$	8,608,000

Vested and expected to vest at July 31, 2023	1,836,835	$	13.21	$	18,662,000


	July 31, 2023
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization	Net Carrying Amount
Customer relationships	20.2	$	302,058,000	121,786,000	$	180,272,000
Technologies	14.8	114,949,000		80,672,000	34,277,000
Trademarks and other	16.7	32,926,000		21,568,000	11,358,000
Total		$	449,933,000	224,026,000	$	225,907,000


	July 31, 2022
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization	Net Carrying Amount
Customer relationships	20.2	$	302,058,000	107,500,000	$	194,558,000
Technologies	14.8	114,949,000		75,798,000	39,151,000
Trademarks and other	16.7	32,926,000		19,332,000	13,594,000
Total		$	449,933,000	202,630,000	$	247,303,000


2024	$	21,154,000
2025	21,039,000
2026	19,888,000
2027	18,534,000
2028	18,534,000


Column A	Column B		Column C Additions				Column D		Column E
Description	Balance at beginning of period		Charged to cost and expenses		Charged to other accounts - describe		Transfers (deductions) - describe		Balance at end of period
Allowance for doubtful accounts receivable:
Year ended July 31,
2023	$	2,337,000	261,000	(A)	—		(509,000)	(B)	$	2,089,000
2022	1,648,000		838,000	(A)	—		(149,000)	(B)	2,337,000
2021	1,769,000		(18,000)	(A)	215,000	(C)	(318,000)	(B)	1,648,000

Inventory reserves:
Year ended July 31,
2023	$	23,121,000	4,871,000	(D)	—		(3,333,000)	(E)	$	24,659,000
2022	20,229,000		4,447,000	(D)	—		(1,555,000)	(E)	23,121,000
2021	19,076,000		4,364,000	(D)	—		(3,211,000)	(E)	20,229,000

Valuation allowance for deferred tax assets:
Year ended July 31,
2023	$	31,227,000	4,617,000	(F)	—		(1,366,000)	(F)	$	34,478,000
2022	28,384,000		2,947,000	(F)	—		(104,000)	(F)	31,227,000
2021	11,471,000		17,750,000	(F)	—		(837,000)	(F)	28,384,000


Performance Criteria for Full Three-Year Performance Period	Threshold	Target	Maximum
Fiscal 2024-2026 GAAP Revenue
Fiscal 2024-2026 Adjusted EBITDA
Fiscal 2024-2026 TSR