Comtech Telecommunications Corp 10-K for FY2026

Comtech Telecommunications Corp (CMTL)

10-K 2026-10-14 For: 2026-07-31

Added on October 14, 2026

About this 10-K

Comtech Telecommunications Corp filed this 10-K on October 14, 2026, covering the fiscal year ended July 31, 2026 (FY2026).

Comtech agreed to sell most of its Satellite and Space Communications segment to Gilat for $157.5 million cash, received $10.0 million, and expects closing in calendar 2026; fiscal 2026 net sales were $249.6 million and Adjusted EBITDA was $20.6 million. AI summary

Headline figures

Fiscal year ended July 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $249.61M; down 17.0% from $300.87M a year earlier
Net loss: $36.17M; compared with a net loss of $155.3M a year earlier
Diluted EPS: -$2.31; compared with -$6.95 a year earlier

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Delaware						11-2139466
(State or other jurisdiction of incorporation /organization)						(I.R.S. Employer Identification Number)
305 N 54th Street, Chandler, Arizona						85226
(Address of principal executive offices)						(Zip Code)


INDEX
PART I
ITEM 1.	BUSINESS	2

	Allerium	3
	Transformation Plan	7
	Sales, Marketing and Customer Support	9
	Backlog	10
	Research and Development	11
	Intellectual Property	11
	Competition	11
	Corporate Responsibility and Sustainability	12
	Human Capital	12
	U.S. Government Contracts and Security Clearances	14
	Regulatory Matters	15

ITEM 1A.	RISK FACTORS	16

ITEM 1B.	UNRESOLVED STAFF COMMENTS	50

ITEM 1C.	CYBERSECURITY	50

ITEM 2.	PROPERTIES	53

ITEM 3.	LEGAL PROCEEDINGS	54

ITEM 4.	MINE SAFETY DISCLOSURES	54

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	55

	[RESERVED]	55
	Recent Sales of Unregistered Securities	55
	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	55
	Approximate Number of Equity Security Holders	55

ITEM 6.	[RESERVED]	55


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	56

	Overview	56
	Critical Accounting Policies	57
	Results of Operations	60
	Fiscal 2026 Results and Business Outlook	61
	Comparison of Fiscal 2026 and 2025	64
	Liquidity and Capital Resources	70
	Recent Accounting Pronouncements	75

ITEM 7A.	[RESERVED]	75

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	75

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	75

ITEM 9A.	CONTROLS AND PROCEDURES	76

ITEM 9B.	OTHER INFORMATION	77

ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	77

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	77

ITEM 11.	EXECUTIVE COMPENSATION	78

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	78

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	78

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	78

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	78

ITEM 16.	FORM 10-K SUMMARY	83

SIGNATURES		84

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE		F-1


	Fiscal Years Ended July 31,
	2026		2025
	Allerium
Domestic	82.3	%	69.2	%
U.S. government	9.0	%	23.3	%
Total U.S.	91.3	%	92.5	%

International	8.7	%	7.5	%
Total	100.0	%	100.0	%


	Fiscal Years Ended July 31,
	2026		2025
Gross favorable changes	$	1,502,000	3,966,000
Gross unfavorable changes	(455,000)		(2,472,000)
Net changes	$	1,047,000	1,494,000


☒			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


(480)			333-2200
(Registrant's telephone number, including area code)


	Fiscal Years Ended July 31,
($ in millions)	2026			2025
Net loss from continuing operations	$	(18.3)		(19.0)
Provision for (benefit from) income taxes	0.8			(0.3)
Interest expense	21.3			19.0
Interest (income) and other	—			(0.1)
Write-off of deferred financing costs and debt discounts	—			9.0
Change in fair value of warrants and derivatives	(22.1)			(38.5)
Amortization of stock-based compensation	3.1			2.2
Amortization of intangibles	14.8			15.2
Impairment of long-lived assets, including goodwill	—			5.3
Depreciation	9.8			8.8
Restructuring costs	10.0			10.0
CEO transition costs	1.2			2.1
Proxy solicitation costs	—			2.7

Adjusted EBITDA	$	20.6		16.4
Adjusted EBITDA as a percentage of related net sales:	8.3		%	5.5	%


	Fiscal 2026
($ in millions, except for per share amounts)	Operating (Loss) Income from Continuing Operations			Net Loss from Continuing Operations			Net Loss from Continuing Operations Per Diluted Common Share
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported		$	(18.2)		$	(51.0)		$	(1.71)
Adjustments to reflect redemption value of convertible preferred stock		—			32.8			1.10
Change in fair value of warrants and derivatives		—			(22.1)			(0.74)

Amortization of intangibles		14.8			14.8			0.49
Amortization of stock-based compensation		3.1			3.1			0.11
Restructuring costs		10.0			10.0			0.33
CEO transition costs		1.2			1.2			0.04
Net discrete tax expense		—			0.7			0.02
Non-GAAP measures		$	10.8		$	(10.6)		$	(0.36)


	Fiscal 2025
($ in millions, except for per share amounts)	Operating (Loss) Income from Continuing Operations			Net Loss from Continuing Operations			Net Loss from Continuing Operations Per Diluted Common Share
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported		$	(29.9)		$	(67.9)		$	(2.31)
Adjustments to reflect redemption value of convertible preferred stock		—			100.1			3.41
Change in fair value of warrants and derivatives		—			(38.5)			(1.31)
Gain on extinguishment of convertible preferred stock		—			(51.2)			(1.74)
Amortization of intangibles		15.2			14.4			0.49
Restructuring costs		10.0			9.6			0.33
Impairment of long-lived assets, including goodwill		5.3			5.3			0.18
Amortization of stock-based compensation		2.2			2.2			0.07
Proxy solicitation costs		2.7			2.5			0.09
CEO transition costs		2.1			2.0			0.07

Net discrete tax benefit		—			(0.5)			(0.02)
Non-GAAP measures		$	7.6		$	(21.9)		$	(0.74)


($ in thousands)	Total		Due Within 1 Year
Credit Facility - principal payments	$	108,519	85,347
Credit Facility - estimated interest payments	15,779		10,340
Operating lease obligations	14,900		2,973
Subordinated Credit Facility, including interest paid in kind	102,049		43,757
Subordinated Credit Facility Make-Whole Amount	32,500		2,199

Contractual cash obligations	$	273,747	144,616


						COMTECH TELECOMMUNICATIONS CORP.

October 14, 2026						By: /s/Kenneth H. Traub
(Date)						Kenneth H. Traub, Chairman of the Board President and Chief Executive Officer


	Signature	Title

October 14, 2026	/s/Kenneth H. Traub	Chairman of the Board
(Date)	Kenneth H. Traub	President and Chief Executive Officer
		(Principal Executive Officer)

October 14, 2026	/s/Michael A. Bondi	Chief Financial Officer
(Date)	Michael A. Bondi	(Principal Financial and Accounting Officer)

October 14, 2026	/s/Michael J. Hildebrandt	Director
(Date)	Michael J. Hildebrandt

October 14, 2026	/s/Christopher D. Maloney	Director
(Date)	Christopher D. Maloney

October 14, 2026	/s/Mark Quinlan	Director
(Date)	Mark Quinlan

October 14, 2026	/s/Mary Jane Raymond	Director
(Date)	Mary Jane Raymond

October 14, 2026	/s/Lloyd A. Sprung	Director
(Date)	Lloyd A. Sprung

October 14, 2026	/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, 2026 and 2025			F-8

Statements of Operations for each of the years in the two-year period ended July 31, 2026			F-9

Statements of Convertible Preferred Stock and Stockholders' Equity for each of the years in the two-year period ended July 31, 2026			F-10

Statements of Cash Flows for each of the years in the two-year period ended July 31, 2026			F-11

Notes to Consolidated Financial Statements			F-13

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

None

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	2026		2025
Current assets:
Cash and cash equivalents	$	34,978,000	35,371,000
Accounts receivable, net	67,803,000		87,176,000
Inventories, net	10,510,000		6,936,000
Prepaid expenses and other current assets	12,627,000		13,775,000
Current assets of discontinued operations held for sale (See Note 2)	117,341,000		127,987,000
Total current assets	243,259,000		271,245,000
Property, plant and equipment, net	30,976,000		27,960,000
Operating lease right-of-use assets, net	9,914,000		9,527,000
Goodwill	176,126,000		176,126,000
Intangibles with finite lives, net	120,664,000		135,427,000
Deferred financing costs, net	1,454,000		1,908,000
Other assets, net	9,324,000		10,457,000
Non-current assets of discontinued operations held for sale (See Note 2)	104,045,000		109,246,000
Total assets	$	695,762,000	741,896,000
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	20,751,000	14,660,000
Accrued expenses and other current liabilities	47,362,000		41,076,000
Current portion of credit facility, net	76,609,000		4,050,000
Current portion of subordinated credit facility, net	44,408,000		—
Operating lease liabilities, current	3,210,000		3,426,000

Contract liabilities	43,758,000		41,955,000
Interest payable	283,000		15,000
Current liabilities of discontinued operations held for sale (See Note 2)	54,190,000		53,067,000
Total current liabilities	290,571,000		158,249,000
Non-current portion of credit facility, net	21,400,000		114,414,000
Non-current portion of subordinated credit facility, net	62,920,000		95,588,000
Operating lease liabilities, non-current	9,423,000		8,907,000
Income taxes payable, non-current	1,444,000		1,611,000

Long-term contract liabilities	16,429,000		21,005,000
Warrant and derivative liabilities	4,481,000		17,849,000
Other liabilities	3,509,000		3,450,000
Non-current liabilities of discontinued operations held for sale (See Note 2)	24,698,000		26,856,000
Total liabilities	434,875,000		447,929,000
Commitments and contingencies (See Note 14)


	2026		2025
Cash flows from operating activities:
Net loss	$	(36,169,000)	(155,302,000)
Less: Net loss from discontinued operations	(17,888,000)		(136,305,000)
Net loss from continuing operations	(18,281,000)		(18,997,000)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization of property, plant and equipment	9,778,000		8,813,000
Amortization of intangible assets	14,763,000		15,154,000
Amortization of stock-based compensation	3,121,000		2,238,000

Paid-in-kind interest under term loan	—		1,850,000
Amortization of deferred financing costs, debt discount and accreted interest related to subordinated credit facility	14,352,000		3,098,000
Amortization of deferred financing costs and debt discount related to credit facility	1,760,000		2,176,000
Write-off of deferred financing costs and debt discount	—		8,977,000
Change in fair value of warrants and derivatives	(22,089,000)		(38,498,000)


Loss on disposal of property, plant and equipment	—		11,000
(Benefit from) provision for allowance for doubtful accounts and contract assets	(302,000)		375,000
Provision for excess and obsolete inventory	492,000		261,000
Deferred income tax expense (benefit)	1,032,000		(1,187,000)
Impairment of long-lived assets, including goodwill	—		5,304,000
Changes in assets and liabilities:
Accounts receivable	19,675,000		(8,472,000)
Inventories	(4,066,000)		1,134,000
Prepaid expenses and other current assets	99,000		(2,731,000)
Other assets	709,000		745,000
Accounts payable	6,043,000		(6,752,000)
Accrued expenses and other current liabilities	1,018,000		(1,914,000)
Contract liabilities	(2,773,000)		1,767,000
Other liabilities, non-current	68,000		(95,000)
Interest payable	(211,000)		(1,057,000)
Income taxes payable	(203,000)		(1,394,000)
Net cash provided by (used in) operating activities from continuing operations	24,985,000		(29,194,000)
Net cash provided by operating activities from discontinued operations	12,425,000		20,902,000
Net cash provided by (used in) operating activities	37,410,000		(8,292,000)
Cash flows from investing activities:
Purchases of property, plant and equipment	(15,223,000)		(8,228,000)


	2026		2025
Net (decrease) increase in cash and cash equivalents, including cash classified within current assets of discontinued operations held for sale	$	(1,048,000)	7,586,000
Less: Net (decrease) increase in cash classified within current assets of discontinued operations held for sale	(655,000)		1,097,000
Net (decrease) increase in cash and cash equivalents from continuing operations	(393,000)		6,489,000
Cash and cash equivalents at beginning of year	35,371,000		28,882,000
Cash and cash equivalents at end of year	$	34,978,000	35,371,000

Supplemental cash flow disclosure (including discontinued operations)
Cash paid (received) during the fiscal year for:
Interest	$	18,271,000	27,724,000
Income taxes, net	$	(163,000)	1,876,000

Non-cash investing and financing activities:
Adjustment to reflect redemption value of convertible preferred stock	$	32,438,000	96,258,000

Term loan amendment fees paid-in-kind	$	2,809,000	5,815,000

Accrued term loan amendment fee	$	—	2,809,000

Accrued additions to property, plant and equipment	$	662,000	317,000

Issuance of restricted stock	$	11,000	6,000

Accrued remittance of employees' statutory tax withholdings for fully-vested share units	$	2,000	3,000

Reversal of dividend equivalents	$	—	(42,000)

Accrued deferred financing costs	$	320,000	—

Accrued shelf registration costs	$	54,000	—

Accrued convertible preferred stock amendment fees	$	245,000	—


	Fiscal Years Ended July 31,
	2026		2025
Geographical region and customer type
Domestic	$	205,553,000	208,363,000
U.S. government	22,412,000		70,077,000
Total United States	227,965,000		278,440,000
International	21,648,000		22,431,000
Total	$	249,613,000	300,871,000
Contract type
Firm fixed-price	$	225,359,000	230,396,000
Cost reimbursable	24,254,000		70,475,000
Total	$	249,613,000	300,871,000
Transfer of control
Over time	$	245,703,000	298,179,000
Point in time	3,910,000		2,692,000
Total	$	249,613,000	300,871,000


	2026		2025
Net sales	$	249,613,000	300,871,000
Cost of sales	152,437,000		205,664,000
Gross profit	97,176,000		95,207,000

Expenses:
Selling, general and administrative	87,855,000		88,129,000
Research and development	11,577,000		11,725,000
Amortization of intangibles	14,763,000		15,154,000
Impairment of long-lived assets, including goodwill	—		5,304,000
CEO transition costs	1,162,000		2,117,000
Proxy solicitation costs	—		2,682,000
	115,357,000		125,111,000

Operating loss from continuing operations	(18,181,000)		(29,904,000)

Other expenses (income):
Interest expense	21,339,000		19,011,000
Interest (income) and other	3,000		(118,000)
Write-off of deferred financing costs and debt discounts	—		8,977,000
Change in fair value of warrants and derivatives	(22,089,000)		(38,498,000)


Loss from continuing operations before income taxes	(17,434,000)		(19,276,000)
Provision for (benefit from) income taxes	847,000		(279,000)

Net loss from continuing operations	(18,281,000)		(18,997,000)

Discontinued operations (Note 2):
Loss from discontinued operations before income taxes	(16,807,000)		(136,106,000)
Provision for income taxes	1,081,000		199,000
Net loss from discontinued operations	(17,888,000)		(136,305,000)

Net loss	$	(36,169,000)	(155,302,000)

Gain on extinguishment of convertible preferred stock	—		51,179,000

Adjustments to reflect redemption value of convertible preferred stock:
Dividends on convertible preferred stock, net	(32,763,000)		(100,128,000)


Net loss attributable to common stockholders	$	(68,932,000)	(204,251,000)

Net loss per common share:
Basic and diluted - continuing operations	$	(1.71)	(2.31)
Basic and diluted - discontinued operations	(0.60)		(4.64)
Basic and diluted	$	(2.31)	(6.95)

Weighted average number of common and common equivalent shares outstanding - basic and diluted	29,845,000		29,405,000


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Treasury Stock			Stockholders' Equity
	Shares	Amount		Shares	Amount						Shares	Amount
Balance as of July 31, 2024	171,827	$	180,076,000	43,766,109	$	4,377,000	$	640,145,000	$	103,580,000	15,033,317	$	(441,849,000)	$	306,253,000
Equity-classified stock award compensation	—	—		—	—		3,120,000		—		—	—		3,120,000
Issuance of employee stock purchase plan shares	—	—		53,801	5,000		113,000		—		—	—		118,000
Issuance of restricted stock, net of forfeiture	—	—		63,450	6,000		(6,000)		—		—	—		—
Net settlement of stock-based awards	—	—		560,266	56,000		(915,000)		—		—	—		(859,000)
Extinguishment of convertible preferred stock	(171,827)	(183,489,000)		—	—		—		51,179,000		—	—		51,179,000
Issuance of convertible preferred stock (at fair value), excluding embedded derivatives	178,181	96,700,000		—	—		(3,221,000)		—		—	—		(3,221,000)
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends and change in fair value of embedded derivatives)	—	96,258,000		—	—		(89,879,000)		(6,379,000)		—	—		(96,258,000)
Convertible preferred stock consent fee	—	—		—	—		(650,000)		—		—	—		(650,000)
Reversal of dividend equivalents	—	—		—	—		15,000		27,000		—	—		42,000
Net loss	—	—		—	—		—		(155,302,000)		—	—		(155,302,000)
Balance as of July 31, 2025	178,181	$	189,545,000	44,443,626	$	4,444,000	$	548,722,000	$	(6,895,000)	15,033,317	$	(441,849,000)	$	104,422,000
Equity-classified stock award compensation	—	—		—	—		4,046,000		—		—	—		4,046,000
Issuance of employee stock purchase plan shares	—	—		43,298	4,000		91,000		—		—	—		95,000
Issuance of restricted stock, net of forfeiture	—	—		109,860	11,000		(11,000)		—		—	—		—
Net settlement of stock-based awards	—	—		428,510	43,000		(770,000)		—		—	—		(727,000)


Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends and change in fair value of embedded derivatives)	—	32,438,000		—	—		(32,438,000)		—		—	—		(32,438,000)
Convertible preferred stock amendment fees	—	—		—	—		(325,000)		—		—	—		(325,000)

Net loss	—	—		—	—		—		(36,169,000)		—	—		(36,169,000)
Balance as of July 31, 2026	178,181	$	221,983,000	45,025,294	$	4,502,000	$	519,315,000	$	(43,064,000)	15,033,317	$	(441,849,000)	$	38,904,000


	Fiscal Years Ended July 31,
Capitalized:	2026		2025
Costs to obtain a contract	$	1,161,000	1,070,000


Assets	July 31, 2026		July 31, 2025
Accounts receivable, net	$	58,781,000	57,661,000
Inventories, net	51,841,000		62,019,000
Other current assets (1)	6,719,000		8,307,000
Total current assets	$	117,341,000	127,987,000

Property, plant and equipment, net (2)	$	14,324,000	15,451,000
Operating lease right-of-use assets and other assets, net (2)	27,460,000		27,618,000
Goodwill and intangibles with finite lives, net (2)	62,261,000		66,177,000
Total non-current assets	$	104,045,000	109,246,000
Liabilities
Accounts payable	$	10,503,000	11,306,000
Accrued expenses, other current liabilities and operating lease liabilities, current	19,725,000		21,170,000
Contract liabilities	23,962,000		20,591,000
Total current liabilities	$	54,190,000	53,067,000

Operating lease liabilities and other liabilities, non-current	$	19,384,000	20,969,000
Deferred tax liability, net and income taxes payable, non-current (3)	5,314,000		5,887,000
Total non-current liabilities	$	24,698,000	26,856,000


	2026		2025
Receivables from commercial and international customers	$	33,260,000	$	36,987,000
Unbilled receivables from commercial and international customers	30,854,000		46,845,000
Receivables from the U.S. government and its agencies	3,854,000		3,721,000
Unbilled receivables from the U.S. government and its agencies	378,000		468,000
Total accounts receivable	68,346,000		88,021,000
Less allowance for doubtful accounts	543,000		845,000
Accounts receivable, net	$	67,803,000	87,176,000


	2026		2025
Raw materials and components	$	6,281,000	5,148,000
Work-in-process and finished goods	5,090,000		2,425,000
Total inventories	11,371,000		7,573,000
Less reserve for excess and obsolete inventories	861,000		637,000
Inventories, net	$	10,510,000	6,936,000


	2026		2025
Computer equipment and other	$	70,808,000	63,730,000
Internal-use software	26,629,000		21,191,000
Leasehold improvements	4,536,000		4,663,000
	101,973,000		89,584,000
Less accumulated depreciation and amortization	70,997,000		61,624,000
Property, plant and equipment, net	$	30,976,000	27,960,000


	2026		2025
Accrued wages and benefits	$	15,416,000	14,501,000
Strategic Transaction Advance Payment (Note 2)	10,000,000		—
Accrued legal costs	5,547,000		630,000
Accrued contract costs	5,864,000		6,780,000
Accrued commissions and royalties	2,741,000		3,781,000
Accrued contributions for constructing long-lived assets	—		2,789,000
Other	7,794,000		12,595,000
Accrued expenses and other current liabilities	$	47,362,000	41,076,000


	Deferred Financing Costs					Discount
	Term Loan		Revolver	Total		Term Loan		Total
Credit facility fees	$	6,626,000	3,353,000	$	9,979,000	$	7,486,000	$	17,465,000
Term loan proceeds allocated to lender warrants	—		—	—		3,011,000		3,011,000
Term loan proceeds allocated to embedded derivative	—		—	—		3,116,000		3,116,000
Amendment fees	—		975,000	975,000		9,326,000		10,301,000
Write-off due to prepayments and reduced commitments	(1,788,000)		(1,707,000)	(3,495,000)		(5,482,000)		(8,977,000)
Amortization	(1,315,000)		(714,000)	(2,029,000)		(3,653,000)		(5,682,000)
Balance at July 31, 2025	$	3,523,000	1,907,000	$	5,430,000	$	13,804,000	$	19,234,000
Amendment fees	—		190,000	190,000		580,000		770,000
Write-off due to voluntary prepayment	(128,000)		—	(128,000)		(530,000)		(658,000)
Amortization	(1,232,000)		(643,000)	(1,875,000)		(4,906,000)		(6,781,000)
Balance at July 31, 2026	$	2,163,000	1,454,000	$	3,617,000	$	8,948,000	$	12,565,000


	July 31, 2026		July 31, 2025
Current Portion:
Term loan	$	85,347,000	4,050,000
Less: Unamortized deferred financing costs related to term loan	1,701,000		—
Less: Unamortized discount related to term loan	7,037,000		—
Current portion of term loan, net	$	76,609,000	4,050,000

Non-current Portion:
Term loan	$	23,172,000	112,210,000
Less: Unamortized deferred financing costs related to term loan	462,000		3,523,000
Less: Unamortized discount related to term loan	1,911,000		13,804,000
Non-current portion of term loan, net	20,799,000		94,883,000
Revolving loan	—		17,641,000
Embedded derivative related to Credit Facility	601,000		1,890,000
Non-current portion of Credit Facility, net	$	21,400,000	114,414,000


	Operating
Fiscal 2027	$	2,973,000
Fiscal 2028	2,758,000
Fiscal 2029	2,273,000
Fiscal 2030	2,038,000
Fiscal 2031	1,408,000
Thereafter	3,450,000
Total future undiscounted cash flows	14,900,000
Less: Present value discount	2,267,000
Lease liabilities	$	12,633,000

Weighted-average remaining lease terms (in years)	5.70
Weighted-average discount rate	6.87		%


	Fiscal Year Ended July 31, 2026
	Amount		Rate
Loss from continuing operations before income taxes	$	(17,434,000)

U.S. Federal statutory income tax rate (computed "expected" tax benefit)	(3,661,000)		21.0	%

Nontaxable or nondeductible items:
Revaluation of warrants and embedded derivatives	(4,639,000)		26.6
Compensation	686,000		(3.9)
Other	(93,000)		0.5
Effect of cross border tax laws:
Global Intangible Low Taxed Income ("GILTI")	1,148,000		(6.6)
Change in valuation allowance	5,936,000		(34.0)
State and local income taxes (net of Federal benefit) (1)	(84,000)		0.5
Other	(28,000)		0.2
Foreign tax effects:
Canada
Change in valuation allowance	1,718,000		(9.9)
Other	(4,000)		—
Other foreign jurisdictions	35,000		(0.2)
Changes in unrecognized tax benefits	(167,000)		0.9
Provision for income taxes	$	847,000	(4.9)	%


	Fiscal Year Ended July 31, 2025
	Amount		Rate
Loss from continuing operations before income taxes	$	(19,276,000)

U.S. Federal statutory income tax rate (computed "expected" tax benefit)	$	(4,048,000)	21.0	%
Increase (reduction) in income taxes due to:
State and local income taxes, net of valuation allowance and Federal benefit	371,000		(1.9)
Stock-based compensation	931,000		(4.8)
Research and experimentation credits	(374,000)		1.9


Revaluation of warrants and embedded derivatives	(8,085,000)		41.9
Nondeductible executive compensation	102,000		(0.5)


Change in U.S. Federal and foreign valuation allowances	9,936,000		(51.5)

Foreign income tax rate differential	7,000		—
Goodwill impairment	1,114,000		(5.8)
Other, net	(233,000)		1.2
Benefit from income taxes	$	(279,000)	1.5	%


	2026		2025
Deferred tax assets:
Inventory and contract reserves	$	339,000	347,000
Compensation and commissions	3,420,000		3,408,000
Federal, state and foreign research and experimentation credits	8,770,000		7,598,000
Capitalized U.S. research and experimental expenditures	2,240,000		7,029,000
Stock-based compensation	1,735,000		1,656,000
Foreign scientific research and experimental development expenditures	2,014,000		2,006,000
Federal, state and foreign net operating losses	6,364,000		5,367,000
Federal and state capital losses	—		14,473,000
Lease liabilities	3,318,000		3,286,000
Deferred revenue, non-current	2,834,000		3,371,000
Interest expense limitation	23,768,000		13,411,000
Other	2,240,000		2,098,000
Less: valuation allowance	(24,134,000)		(29,102,000)
Total deferred tax assets, net	32,908,000		34,948,000
Deferred tax liabilities:
Plant and equipment	(2,350,000)		(2,009,000)
Lease right-of-use assets	(2,707,000)		(2,584,000)
Intangibles	(27,633,000)		(29,106,000)
Total deferred tax liabilities	(32,690,000)		(33,699,000)
Net deferred tax assets	$	218,000	1,249,000


	2026		2025
Balance at beginning of period	$	3,875,000	4,267,000
Increase related to current period	34,000		66,000
Increase related to prior periods	63,000		8,000
Expiration of statute of limitations	(128,000)		(458,000)
Decrease related to prior periods	(77,000)		(8,000)
Balance at end of period	$	3,767,000	3,875,000


Federal:
State:
California	$	(54,000)
Connecticut	(129,000)
Pennsylvania	124,000
Texas	85,000
Virginia	(78,000)
Other	(121,000)
Foreign:
Australia	60,000

Russia	(149,000)
Total	$	(262,000)


			July 31, 2026
Stock options			91,250
Performance shares			788,150
RSUs, restricted stock and share units			2,516,888
Total			3,396,288


	Awards (in Shares)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value

Outstanding at July 31, 2024	141,190	$	20.61
Expired/canceled	(16,720)	21.77

Outstanding at July 31, 2025	124,470	20.45
Expired/canceled	(33,220)	27.51

Outstanding at July 31, 2026	91,250	$	17.88	3.82	$	—

Exercisable at July 31, 2026	91,250	$	17.88	3.82	$	—

Vested and expected to vest at July 31, 2026	91,250	$	17.88	3.82	$	—


	Awards (in Shares)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding at July 31, 2024	1,800,288	$	10.61
Granted	1,677,677	4.57
Settled	(855,870)	9.37
Canceled/Forfeited	(946,990)	6.54
Outstanding at July 31, 2025	1,675,105	6.53
Granted	2,736,869	3.06
Settled	(700,352)	6.08
Canceled/Forfeited	(406,584)	6.04
Outstanding at July 31, 2026	3,305,038	$	3.82	$	5,552,000

Vested at July 31, 2026	134,550	$	10.53	$	226,000

Vested and expected to vest at July 31, 2026	3,220,272	$	3.82	$	5,410,000


	July 31, 2026
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization	Net Carrying Amount
Customer relationships	20.4	$	223,927,000	115,273,000	$	108,654,000
Technologies	14.4	35,356,000		27,842,000	7,514,000
Trademarks and other	20.0	17,132,000		12,636,000	4,496,000
Total		$	276,415,000	155,751,000	$	120,664,000