Comtech Telecommunications Corp 8-K/A, filed Oct 5, 2021

Comtech Telecommunications Corp (CMTL)

8-K/A 2021-10-05 For: 2021-10-04

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Added on April 06, 2026

About this 8-K/A

Comtech Telecommunications Corp filed this 8-K/A on October 5, 2021, reporting on events of October 4, 2021.

Items reported

Item 2.02: Financial results
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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October 4, 2021						0-7928
Date of Report (Date of earliest event reported)						Commission File Number


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
99.1			Press Release, dated October 4, 2021, reporting the financial results of the Company for its fourth quarter and fiscal year ended July 31, 2021, and providing comments and initial fiscal 2022 financial targets (furnished and not filed herewith solely pursuant to Item 2.02).
99.2			Press Release, dated October 4, 2021, announcing that the Company’s Board declared a quarterly cash dividend of $0.10 per common share (furnished and not filed herewith solely pursuant to Item 7.01).
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)


	(Unaudited)				(Audited)
	Three months ended July 31,				Twelve months ended July 31,
	2021		2020		2021		2020

Net sales	$	145,809,000	$	149,673,000	$	581,695,000	$	616,715,000
Cost of sales	90,755,000		100,010,000		367,737,000		389,882,000
Gross profit	55,054,000		49,663,000		213,958,000		226,833,000

Expenses:
Selling, general and administrative	27,797,000		23,592,000		111,796,000		117,130,000
Research and development	11,757,000		11,255,000		49,148,000		52,180,000
Amortization of intangibles	5,349,000		5,643,000		21,020,000		21,595,000
Acquisition plan expenses	485,000		6,357,000		100,292,000		20,754,000
	45,388,000		46,847,000		282,256,000		211,659,000

Operating income (loss)	9,666,000		2,816,000		(68,298,000)		15,174,000

Other expenses (income):
Interest expense	1,588,000		1,130,000		6,821,000		6,054,000
Interest (income) and other	137,000		(227,000)		(139,000)		(190,000)

Income (loss) before provision for (benefit from) income taxes	7,941,000		1,913,000		(74,980,000)		9,310,000
Provision for (benefit from) income taxes	578,000		787,000		(1,500,000)		2,290,000

Net income (loss)	$	7,363,000	$	1,126,000	$	(73,480,000)	$	7,020,000

Net income (loss) per share:
Basic	$	0.28	$	0.05	$	(2.86)	$	0.28
Diluted	$	0.28	$	0.04	$	(2.86)	$	0.28

Weighted average number of common shares outstanding – basic	26,194,000		25,001,000		25,685,000		24,798,000

Weighted average number of common and common equivalent shares outstanding – diluted	26,586,000		25,060,000		25,685,000		24,899,000


	July 31, 2021		July 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	30,861,000	$	47,878,000
Accounts receivable, net	158,110,000		126,816,000
Inventories, net	80,358,000		82,302,000
Prepaid expenses and other current assets	18,167,000		20,101,000
Total current assets	287,496,000		277,097,000
Property, plant and equipment, net	35,286,000		27,037,000
Operating lease right-of-use assets, net	44,486,000		30,033,000
Goodwill	347,698,000		330,519,000
Intangibles with finite lives, net	268,699,000		258,019,000
Deferred financing costs, net	1,824,000		2,391,000
Other assets, net	7,622,000		4,551,000
Total assets	$	993,111,000	$	929,647,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	36,193,000	$	23,423,000
Accrued expenses and other current liabilities	89,601,000		85,161,000
Operating lease liabilities, current	8,841,000		8,247,000
Dividends payable	2,601,000		2,468,000
Contract liabilities	66,130,000		40,250,000
Interest payable	195,000		163,000
Total current liabilities	203,561,000		159,712,000
Non-current portion of long-term debt, net	201,000,000		149,500,000
Operating lease liabilities, non-current	39,569,000		24,109,000
Income taxes payable	2,717,000		1,963,000
Deferred tax liability, net	21,230,000		17,637,000
Long-term contract liabilities	9,808,000		9,596,000
Other liabilities	14,507,000		17,831,000
Total liabilities	492,392,000		380,348,000
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 41,281,812 and 39,924,439 shares at July 31, 2021 and 2020, respectively	4,128,000		3,992,000
Additional paid-in capital	605,439,000		569,891,000
Retained earnings	333,001,000		417,265,000
	942,568,000		991,148,000
Less:
Treasury stock, at cost (15,033,317 shares at July 31, 2021 and 2020)	(441,849,000)		(441,849,000)
Total stockholders’ equity	500,719,000		549,299,000
Total liabilities and stockholders’ equity	$	993,111,000	$	929,647,000


	July 31, 2021
	Three months ended						Twelve months ended
	Operating Income		Net Income		Net Income per Diluted Share		Operating (Loss) Income		Net (Loss) Income		Net (Loss) Income per Diluted Share
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported	$	9,666,000	$	7,363,000	$	0.28	$	(68,298,000)	$	(73,480,000)	$	(2.86)
Acquisition plan expenses	485,000		(3,106,000)		(0.12)		100,292,000		93,273,000		3.60
Restructuring costs	1,587,000		1,074,000		0.04		2,782,000		2,132,000		0.08
COVID-19 related costs	470,000		337,000		0.01		1,046,000		847,000		0.03
Strategic emerging technology costs	—		(24,000)		—		315,000		255,000		0.01
Interest expense	—		(133,000)		(0.01)		—		910,000		0.04
Net discrete tax expense (benefit)	—		697,000		0.03		—		(1,575,000)		(0.06)
Non-GAAP measures	$	12,208,000	$	6,208,000	$	0.23	$	36,137,000	$	22,362,000	$	0.86

	July 31, 2020
	Three months ended						Twelve 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	$	2,816,000	$	1,126,000	$	0.04	$	15,174,000	$	7,020,000	$	0.28
Estimated contract settlement costs	—		—		—		444,000		280,000		0.01
Acquisition plan expenses	6,357,000		4,005,000		$	0.16	20,754,000		13,075,000		0.53
Net discrete tax expense (benefit)	—		79,000		—		—		(1,155,000)		(0.05)
Non-GAAP measures	$	9,173,000	$	5,210,000	$	0.21	$	36,372,000	$	19,220,000	$	0.77


FORM 8-K/A



(Exact name of registrant as specified in its charter)