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FORM 8-K
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December 4, 2019
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0-7928
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Date of Report
(Date of earliest event reported)
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Commission File Number
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(Exact name of registrant as specified in its charter)
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Delaware
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11-2139466
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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68 South Service Road, Suite 230
Melville, New York 11747 |
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(Address of Principal Executive Offices) (Zip Code)
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(631) 962-7000
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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||
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, par value $0.10 per share
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CMTL
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NASDAQ Stock Market LLC
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Series A Junior Participating Cumulative Preferred Stock, par value $0.10 per share
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Exhibit Number
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Description
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By:
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/s/ Michael A. Bondi
Name: Michael A. Bondi Title: Chief Financial Officer |
•
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Net sales for the first quarter of fiscal 2020 were $170.3 million as compared to the $160.8 million achieved during the first quarter of fiscal 2019, representing an increase of $9.5 million, or 5.9%.
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•
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Bookings during the first quarter of fiscal 2020 were $135.6 million, with a company-wide book-to-bill ratio of 0.80. Backlog as of October 31, 2019 was $648.3 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.
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•
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In October 2019, Comtech announced that the U.S. Army awarded it a contract with a $98.6 million ceiling to provide global field support services for military satellite communication (“SATCOM”) terminals around the world. The field support contract covers diverse engineering and technical skills to support these SATCOM terminals, including logistics, help desk, network engineering, security engineering, RF and satellite system engineering and support. As of the end of Comtech’s first quarter of fiscal 2020, the contract has been funded at $24.4 million with additional funding expected to occur across the twelve-month performance period plus a possible six-month extension period.
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•
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In November 2019, the U.S. government announced that Comtech's teaming partner on a U.S. Marine Corps troposcatter opportunity was awarded a 10-year $325.0 million “IDIQ” contract to provide 172 next-generation troposcatter systems and related services. The teaming partner announced that it intends to subcontract the manufacture and delivery of these troposcatter systems to Comtech and the Company is currently negotiating contract terms and expects its initial order soon.
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•
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In November 2019, Comtech announced that it entered into an agreement to acquire UHP Networks Inc. and its sister company (together, "UHP"), a leading provider of innovative and disruptive satellite ground station solutions, for a purchase price of approximately $40.0 million. The transaction is subject to customary closing conditions and is expected to occur late in the second half of Comtech's fiscal 2020.
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•
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During the first quarter of fiscal 2020, Comtech's operating income was impacted by $2.4 million of acquisition plan expenses and $0.2 million of estimated contract settlement costs.
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•
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Excluding a $0.6 million net discrete tax benefit primarily related to stock based awards settled during the quarter, Comtech’s effective tax rate for the first quarter of fiscal 2020 was 23.0%.
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•
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On a GAAP basis, first quarter fiscal 2020 operating income was $9.3 million, net income was $6.4 million and net income per diluted share ("EPS") was $0.26. As shown in the table below, excluding acquisition plan expenses, estimated contract settlement costs and a net discrete tax benefit during the quarter, Non-GAAP EPS was $0.32.
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•
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Adjusted EBITDA for the first quarter of fiscal 2020 was $20.6 million, or 12.1% of consolidated net sales as compared to the $18.0 million, or 11.2% of consolidated net sales achieved in the first quarter of fiscal 2019, representing an increase of $2.6 million, or 14.4%. 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.
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•
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Comtech is increasing its consolidated net sales target to a new range of approximately $712.0 million to $732.0 million as compared to the prior range of $710.0 million to $730.0 million.
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•
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Comtech is increasing its Adjusted EBITDA goal to a new range of $99.0 million to $103.0 million as compared to the prior range of $98.0 million to $102.0 million. Comtech's Adjusted EBITDA goal reflects a target of approximately 14.0% of its expected fiscal 2020 consolidated net sales.
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•
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Despite incurring $2.4 million of acquisition plan expenses and $0.2 million of estimated contract settlement costs in the first quarter of fiscal 2020, as well as an additional $2.4 million of such costs expected during the second quarter of fiscal 2020, GAAP operating income, as a percentage of the consolidated net sales, is still expected to approximate 7.0%. Excluding such expenses, operating income, as a percentage of fiscal 2020 consolidated net sales, is expected to approximate 7.7%.
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•
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There is no change to Comtech's expected interest expense rate (including amortization of deferred financing costs) of approximately 4.6% or total interest expense of approximately $7.5 million. Comtech's current and fiscal 2020 expected cash borrowing rate is approximately 4.0%.
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•
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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%.
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•
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Comtech’s updated GAAP EPS target range for fiscal 2020 is $1.28 to $1.42. This GAAP EPS metric reflects all actual and expected second quarter fiscal 2020 acquisition plan expenses, estimated contract settlement costs and discrete tax items. Excluding actual and expected second quarter fiscal 2020 acquisition plan expenses, estimated contract settlement costs and discrete tax items, Non-GAAP EPS is now expected to approximate $1.42 to $1.56, which is an increase from Comtech's previous targeted range of $1.35 to $1.50.
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•
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Consistent with Comtech's business cycle for the past several years, Comtech's financial performance in the second half of fiscal 2020 is anticipated to be higher than the first half. Based on anticipated product mix and timing assumptions, Comtech expects its second quarter consolidated net sales to range from $168.0 million to $170.0 million, with Adjusted EBITDA ranging from $19.0 million to approximately $21.0 million. Comtech’s fourth quarter of fiscal 2020 is still expected to be the peak quarter - by far - for its consolidated net sales, GAAP operating income, GAAP net income and Adjusted EBITDA.
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||||||
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Three months ended October 31,
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||||||
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2019
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2018
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||||
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||||
Net sales
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$
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170,267,000
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$
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160,844,000
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Cost of sales
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106,700,000
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103,075,000
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||
Gross profit
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63,567,000
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57,769,000
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||||
Expenses:
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Selling, general and administrative
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31,851,000
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31,847,000
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Research and development
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14,861,000
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13,210,000
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Amortization of intangibles
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5,206,000
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4,289,000
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Acquisition plan expenses
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2,389,000
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1,130,000
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54,307,000
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50,476,000
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||||
Operating income
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9,260,000
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7,293,000
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|
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|
||||
Other expenses:
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||||
Interest expense
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1,804,000
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2,669,000
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|
||
Write-off of deferred financing costs
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—
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3,217,000
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||
Interest (income) and other
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(77,000
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)
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66,000
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||||
Income before provision for (benefit from) income taxes
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7,533,000
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|
1,341,000
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Provision for (benefit from) income taxes
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1,145,000
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(2,127,000
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)
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||||
Net income
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$
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6,388,000
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$
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3,468,000
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||||
Net income per share:
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Basic
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$
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0.26
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$
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0.14
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Diluted
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$
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0.26
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$
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0.14
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||||
Weighted average number of common shares outstanding – basic
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24,555,000
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23,999,000
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||||
Weighted average number of common and common equivalent shares outstanding – diluted
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24,737,000
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24,375,000
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October 31, 2019
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July 31, 2019
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|||
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(Unaudited)
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(Audited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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46,873,000
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45,576,000
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Accounts receivable, net
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161,044,000
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145,032,000
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Inventories, net
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71,810,000
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74,839,000
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Prepaid expenses and other current assets
|
15,995,000
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|
14,867,000
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Total current assets
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295,722,000
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280,314,000
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Property, plant and equipment, net
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26,873,000
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|
28,026,000
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Operating lease right-of-use assets, net
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34,148,000
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|
|
—
|
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Finance lease right-of-use assets, net
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447,000
|
|
|
—
|
|
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Goodwill
|
309,871,000
|
|
|
310,489,000
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|
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Intangibles with finite lives, net
|
256,684,000
|
|
|
261,890,000
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Deferred financing costs, net
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2,943,000
|
|
|
3,128,000
|
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Other assets, net
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4,334,000
|
|
|
3,864,000
|
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Total assets
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$
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931,022,000
|
|
|
887,711,000
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Liabilities and Stockholders’ Equity
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Current liabilities:
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|
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|
|||
Accounts payable
|
$
|
29,380,000
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|
|
24,330,000
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Accrued expenses and other current liabilities
|
72,807,000
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|
|
78,584,000
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|
Operating lease liabilities, current
|
9,248,000
|
|
|
—
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Finance lease and other obligations, current
|
567,000
|
|
|
757,000
|
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|
Dividends payable
|
2,428,000
|
|
|
2,406,000
|
|
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Contract liabilities
|
36,989,000
|
|
|
38,682,000
|
|
|
Interest payable
|
447,000
|
|
|
588,000
|
|
|
Total current liabilities
|
151,866,000
|
|
|
145,347,000
|
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|
Non-current portion of long-term debt
|
169,000,000
|
|
|
165,000,000
|
|
|
Operating lease liabilities, non-current
|
27,725,000
|
|
|
—
|
|
|
Income taxes payable
|
2,298,000
|
|
|
325,000
|
|
|
Deferred tax liability, net
|
13,768,000
|
|
|
12,481,000
|
|
|
Long-term contract liabilities
|
11,457,000
|
|
|
10,654,000
|
|
|
Other liabilities
|
17,264,000
|
|
|
18,822,000
|
|
|
Total liabilities
|
393,378,000
|
|
|
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 39,402,226 shares and 39,276,161 shares at October 31, 2019 and July 31, 2019, respectively
|
3,940,000
|
|
|
3,928,000
|
|
|
Additional paid-in capital
|
551,316,000
|
|
|
552,670,000
|
|
|
Retained earnings
|
424,237,000
|
|
|
420,333,000
|
|
|
|
979,493,000
|
|
|
976,931,000
|
|
|
Less:
|
|
|
|
|||
Treasury stock, at cost (15,033,317 shares at October 31, 2019
and July 31, 2019)
|
(441,849,000
|
)
|
|
(441,849,000
|
)
|
|
Total stockholders’ equity
|
537,644,000
|
|
|
535,082,000
|
|
|
Total liabilities and stockholders’ equity
|
$
|
931,022,000
|
|
|
887,711,000
|
|
|
|
Three months ended October 31,
|
|
Fiscal Year
|
|||||||
|
|
2019
|
|
2018
|
|
2019
|
|||||
Reconciliation of GAAP Net Income to Adjusted EBITDA:
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
6,388,000
|
|
|
3,468,000
|
|
|
$
|
25,041,000
|
|
Provision for (benefit from) income taxes
|
|
1,145,000
|
|
|
(2,127,000
|
)
|
|
3,869,000
|
|
||
Interest (income) and other
|
|
(77,000
|
)
|
|
66,000
|
|
|
35,000
|
|
||
Write-off of deferred financing costs
|
|
—
|
|
|
3,217,000
|
|
|
3,217,000
|
|
||
Interest expense
|
|
1,804,000
|
|
|
2,669,000
|
|
|
9,245,000
|
|
||
Amortization of stock-based compensation
|
|
879,000
|
|
|
1,046,000
|
|
|
11,427,000
|
|
||
Amortization of intangibles
|
|
5,206,000
|
|
|
4,289,000
|
|
|
18,320,000
|
|
||
Depreciation
|
|
2,651,000
|
|
|
2,851,000
|
|
|
11,927,000
|
|
||
Estimated contract settlement costs
|
|
230,000
|
|
|
—
|
|
|
6,351,000
|
|
||
Settlement of intellectual property litigation
|
|
—
|
|
|
—
|
|
|
(3,204,000
|
)
|
||
Acquisition plan expenses
|
|
2,389,000
|
|
|
1,130,000
|
|
|
5,871,000
|
|
||
Facility exit costs
|
|
—
|
|
|
1,373,000
|
|
|
1,373,000
|
|
||
Adjusted EBITDA
|
|
$
|
20,615,000
|
|
|
17,982,000
|
|
|
$
|
93,472,000
|
|
|
|
Three months ended October 31, 2019
|
|
Three months ended October 31, 2018
|
||||||||||||||||||||
|
|
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
|
|
$
|
9,260,000
|
|
|
$
|
6,388,000
|
|
|
$
|
0.26
|
|
|
$
|
7,293,000
|
|
|
$
|
3,468,000
|
|
|
$
|
0.14
|
|
Facility exit costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,373,000
|
|
|
1,061,000
|
|
|
0.04
|
|
||||||
Acquisition plan expenses
|
|
2,389,000
|
|
|
1,840,000
|
|
|
0.07
|
|
|
1,130,000
|
|
|
873,000
|
|
|
0.04
|
|
||||||
Estimated contract settlement costs
|
|
230,000
|
|
|
177,000
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Write-off of deferred financing costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,485,000
|
|
|
0.10
|
|
||||||
Net discrete tax benefit
|
|
—
|
|
|
(588,000
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
(2,432,000
|
)
|
|
(0.10
|
)
|
||||||
Non-GAAP measures
|
|
$
|
11,879,000
|
|
|
$
|
7,817,000
|
|
|
$
|
0.32
|
|
|
$
|
9,796,000
|
|
|
$
|
5,455,000
|
|
|
$
|
0.22
|
|
|
|
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
|
|