UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 10-K |
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(Mark One) | ||
x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the fiscal year ended July 31, 2006 | ||
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
Commission File Number: 0-7928 | ||
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(Exact name of registrant as specified in its charter) |
Delaware | 11-2139466 | |||||||
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(State or other jurisdiction of incorporation
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(I.R.S. Employer Identification Number) | |||||||
68 South Service Road, Suite 230
Melville, New York |
11747 | |||||||
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(Address of principal executive offices) | (Zip Code) | |||||||
Title of each class | Name of each exchange on which registered | |
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Common Stock, par value $.10 per share | NASDAQ Stock Market LLC | |
Series A Junior Participating Cumulative | ||
Preferred Stock par value $.10 per share | NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o No |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. o Yes x No |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
x
Yes
o
No
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INDEX |
PART I |
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Critical Accounting Policies | 24 | ||
Results of Operations | 26 | ||
Comparison of Fiscal 2006 and 2005 | 26 | ||
Comparison of Fiscal 2005 and 2004 | 29 | ||
Liquidity and Capital Resources | 31 | ||
Legal Proceedings | 33 | ||
Recent Accounting Pronouncements | 33 | ||
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 34 | |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 34 | |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE |
34 | |
ITEM 9A. | CONTROLS AND PROCEDURES | 34 | |
ITEM 9B. | OTHER INFORMATION | 35 | |
PART III | |||
ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT | 35 | |
ITEM 11. | EXECUTIVE COMPENSATION | 35 | |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
35 | |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 36 | |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 36 | |
PART IV | |||
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 37 | |
SIGNATURES | 39 | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE | F-1 |
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The Global Development of Information-Intensive Economies.
Businesses, governments and consumers have become increasingly reliant upon the
Internet and multimedia applications to communicate voice, video and data to their customers and
employees around the world. We expect demand for these high-bandwidth applications to continue to
grow.
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Demand for Increased Communications Cost Efficiencies.
Due to the significant increase in global voice, video and data communications traffic, communications
service providers have been forced to increase their investments in transmission infrastructure in
order to maintain the quality and availability of their services. As a result, communications service
providers are continually seeking technology solutions that increase the efficiency of their networks
in order to reduce overall network operating costs. In light of the relatively high cost of satellite
transmission versus other transmission channels, we believe that communications service providers
will make their satellite equipment vendor selections based upon the operating efficiency and quality
of the products and solutions.
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The Emergence of Information-Based, Network-Centric Warfare.
Militaries around the world, including the United States (U.S.) military,
have become increasingly reliant on information and communications technology to provide critical
advantages in battlefield, support and logistics operations. Situational awareness, defined by knowledge
of the location and strength of friendly and unfriendly forces during battle, can increase the likelihood
of success during a conflict. As evidenced in the recent Iraqi conflict, stretched battle and supply
lines have used satellite-based or over-the-horizon microwave communications solutions to span distances
that normal radio communications, such as terrestrial-based systems, are unable to cover. We expect
the need for these technologies to remain high due to the lack of terrestrial-based communications
infrastructure in many parts of the world where the U.S. and other militaries operate.
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The Need for Developing Countries To Upgrade Their Commercial and Defense Communication Systems.
We believe many developing countries are committing greater resources and are now placing a
higher priority on developing and upgrading their communications systems than in the past. Many of
these countries lack the financial resources to install extensive land-based networks, particularly
where they have
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large geographic areas or unfriendly terrain that make the installation of telecommunications infrastructure
more costly. We believe that satellite and over-the-horizon microwave technologies often provide
the most affordable and effective solutions to meet the requirements for communications services
in these countries.
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We continue to respond to these trends across our three business segments by focusing internal and customer funded research and development resources to produce secure, scalable and reliable technologies to meet these evolving market needs. We manage our business with the following principal corporate business strategies: |
| Seek leadership positions in markets where we can provide specialized products and services; | |
| Identify and participate in emerging technologies that enhance or expand our product portfolio; | |
| Operate business segments flexibly to maximize responsiveness to our customers; | |
| Strengthen our diversified and balanced customer base; and | |
| Pursue acquisitions of businesses and technologies. |
We believe that, as a result of these business strategies, we are well positioned to continue to capitalize on growth opportunities in the global commercial and government communications markets. The successful execution of our principal corporate strategies is based on our competitive strengths, which are described below: |
Leadership Positions in All Three Business Segments
In our telecommunications transmission segment, we believe we are the leading provider of over-the-horizon
microwave systems, satellite earth station modems and integrated circuits incorporating Turbo Product
Code (TPC) forward error correction technology. In our mobile data communications segment,
we are the sole supplier of the U.S. Army logistics communitys Movement Tracking System (MTS)
and continue to integrate our technologies and products with other U.S. military battlefield command
and control applications and systems. In our RF microwave amplifiers segment, we believe we are one
of the largest independent suppliers of broadband, high-power, high-performance RF microwave amplifiers.
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Innovative Leader with Emphasis on Research and Development
We have established a leading technology position in our fields through internal and customer funded
research and development activities. We believe we were the first company to begin full-scale deployment
of TPC in digital satellite earth station modems, which can significantly reduce satellite transponder
lease costs or increase satellite earth station modem data throughput. Our field-proven over-the-horizon
microwave systems utilize a proprietary 16 megabits per second (Mbps) adaptive digital
modem. Our mobile data communications system is the leading L-band satellite-based mobile data communications
system used by the U.S. Army for near real-time messaging and location tracking of mobile assets.
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Diverse Customer Base with Long-Standing Relationships
We have established long-standing relationships with leading domestic and international system and
network suppliers in the satellite, defense and aerospace industries, as well as the U.S. government
and foreign governments. Our products are in service around the globe and we continue to expand our
geographic distribution. We believe that our customers recognize our ability to develop new technologies
and to meet stringent program requirements.
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Core Manufacturing Expertise That Supports All Three Business Segments
Our high-volume technology manufacturing center located in Tempe, Arizona utilizes state-of-the-art
design and production techniques, including analog, digital and RF microwave production, hardware
assembly and full-service engineering. All three of our business segments utilize this manufacturing
center for certain high-volume production which allows us to secure volume discounts on key components,
control the quality of our manufacturing process and maximize the utilization of our manufacturing
capacity.
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Successful Acquisition Track Record
We have demonstrated that we can successfully integrate acquired businesses, achieve increased efficiencies
and capitalize on market and technological synergies. We believe that our disciplined approach in
identifying, integrating and capitalizing on acquisitions provides us with a proven platform for
additional growth.
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The following are the key applications for our mobile data communications segments products and services: The U.S. Armys Movement Tracking System (MTS) Our technology has been incorporated into the U.S. Army logistics communitys MTS system. We believe the MTS system, which is currently being used by U.S. forces in Iraq and in certain other areas of the world, is the leading L-band satellite-based mobile data communication system used by the U.S. Army for near real-time messaging and location tracking of mobile assets. We are currently the sole provider of the MTS system. We provide MTS services through leased satellite capacity, utilizing our proprietary network operations center, mobile transceivers, ruggedized computers and satellite earth station gateways. Through September 19, 2006, we have received orders aggregating approximately $326.4 million under the MTS contract. Of the total orders, approximately $53.0 million relate to battlefield command and control applications, as discussed below. Our prime contract is for an eight-year period, ending in July 2007. Although we anticipate the roll out of this system to continue, the contract can be terminated at any time, is not subject to automatic renewal or extension, and orders are subject to unpredictable funding and deployment decisions. Battlefield Command and Control Applications Pursuant to contracts with the U.S. Army Communications Electronics Command (CECOM), as well as orders against the MTS contract, our technology has also been integrated into the U.S. Armys Force XXI Battle Command, Brigade and Below (FBCB2) command and control systems, also known as Blue Force Tracking (BFT). Our efforts include the supply of mobile satellite transceivers, the lease of satellite capacity, the supply and operation of the satellite packet data network and network gateways, and associated systems support and maintenance. Homeland Security and Multi-National Applications Our products and services can be used to facilitate communications in the event that natural disasters or other situations, such as a terrorist attack, disable or limit existing terrestrial communications. For example, the Army National Guard recently began to deploy our mobile data communication products to better prepare for and react to disaster and recovery operations at the local, state and national levels. The Army National Guard, which uses the MTS system and currently places its orders against the MTS contract, has obtained significant funding, through a supplemental Army National Guard and Army Reserve Equipment Plan, for purchases and related program office expenses. In addition, NATO is incorporating our geoOps TM Enterprise Location Monitoring System into a multi-national satellite-based friendly force tracking system. The geoOps TM software can also be used to share real-time operational data allowing the same view of unfolding operations or emergency scenarios. Commercial Satellite-Based Mobile Data Applications We believe that there may be opportunities to leverage our core strengths and expertise in satellite-based mobile tracking and messaging services into commercial market applications. These include vehicle tracking and communication for domestic and international transportation companies, private fleets and heavy equipment fleets. We continue to carefully explore this market opportunity and seek to identify markets that have a particular requirement for our high quality, real-time and secure satellite-based communications network. Such markets could include fleet operators whose vehicles transport dangerous or hazardous materials, such as ammunition, weapons or flammable materials (e.g., oil or industrial chemicals). We will continue to market our solutions in a methodical way and target them to those customers whose needs best fit our technology offerings. We do not expect a significant amount of commercial sales in this area in fiscal 2007. Business Strategies Our mobile data communications segment business strategies are as follows: Continue to Capitalize on Opportunities with the U.S. Army The number of logistics and combat vehicles that use our system, as a percentage of the total number of vehicles the U.S. Army deploys, is relatively small. We continue to work closely with the U.S. Army to provide additional enhancements to both our network capabilities and communications performance. We believe that by seeking to work collaboratively with the U.S. Army to ensure that its short-term and long-term needs are being addressed, we will enhance our preparedness and competitive positioning for a potential recompete, renewal or extension of the MTS contract, which currently expires in July 2007. Leverage our Current Installed Base into other Military Commands In light of the integration of our mobile satellite transceivers into the U.S. Armys FBCB2 command and control systems used in Iraq, Afghanistan and elsewhere around the world, as well as the integration of our geoOps TM software platform into a multi-national satellite-based friendly force tracking system, we believe that there are a number of opportunities for us to market our products and solutions to other military commands, both in the U.S. and internationally. The U.S. Army Reserve and Army National Guard have received funding to purchase some of our products and services under the MTS contract and we continue to work with a number of other military commands to increase brand and product |
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Enhance Position as an Innovative Supplier by Increasing Research and Development We will continue to pursue customer funded research and development to fuel new product development, as well as continue our internally funded research and development activities. We expect this emphasis on research and development to enhance our existing product lines, develop new capabilities and solidify and strengthen our position in our principal markets. |
Business
Segment |
Products/Systems
and Services |
Representative
Customers |
End-User
Applications |
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Telecommunications transmission | Satellite earth station equipment and systems including: analog and digital modems, frequency converters, power amplifiers, transceivers, access devices, voice gateways and network management systems | Satellite systems integrators, wireless and other communication service providers and defense contractors such as Intelsat, Globecom and Embratel, as well as U.S. and foreign governments | Commercial and defense applications including the transmission of voice, video and data over the Internet, broadband, long distance telephone, broadcast and cable, distance learning and telemedicine | |||
Over-the-horizon microwave systems and 16 Mbps adaptive modems | Military customers and related prime manufacturers, as well as oil companies such as BP Amoco | Secure defense applications, such as transmission of military data, and commercial applications such as the transmission of voice and data to and from oil platforms | ||||
Forward error correction technology such as TPC and data compression technology | Satellite and wireless equipment providers and leading manufacturers of copier and data storage products, such as Sony | Enables more efficient transmission of voice, video and data in wireless communication channels | ||||
Mobile data communications | Mobile satellite transceivers, network services, installation, training and maintenance | U.S. Army logistics community, CECOM, and prime contractors to the U.S. Armed Forces and commercial customers | Two-way satellite-based mobile tracking, messaging services (U.S. Armys MTS), battlefield command and control applications (FBCB2 or BFT), RFID applications and commercial applications such as fleet tracking | |||
RF microwave amplifiers | Solid-state, high-power, broadband RF microwave amplifiers | Domestic and international defense customers, prime contractors and system suppliers such as Raytheon and Thales, medical equipment companies such as Varian, and aviation industry system integrators such as Rockwell Collins | Defense applications including communications, radar, jamming and IFF and commercial applications such as medical applications (oncology treatment systems) and satellite communications (including air-to-satellite-to-ground communications) |
We have made acquisitions of businesses and enabling technologies during the past three years and have followed a disciplined approach in identifying, executing and capitalizing on these acquisitions. In May 2004, we acquired certain assets and product lines and assumed certain liabilities of Memotec, Inc. (Memotec), a subsidiary of Kontron AG, and at the same time, purchased inventory owned by Kontron Canada Inc., for an aggregate purchase price of approximately $5.2 million in cash. The products acquired allow us to offer customers a multi-service platform that converges voice, internet protocol (IP) and legacy data over packet-based networks with reduced bandwidth requirements. This operation is part of our telecommunications transmission segment. In February 2005, we acquired certain assets and assumed certain liabilities of Tolt Technologies, Inc. (Tolt) for an aggregate purchase price of $3.7 million, including transaction costs of $0.2 million. In fiscal 2006, we significantly de-emphasized stand-alone sales of Tolts turnkey employee mobility solutions, and are focusing our |
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International sales include sales to U.S. domestic companies for inclusion in products that will be sold to international customers. One customer, a prime contractor, represented 10.2% of consolidated net sales in both fiscal 2006 and 2005. In fiscal 2004, one customer, another prime contractor, represented 12.5% of consolidated net sales. Our backlog as of July 31, 2006 and 2005 was $186.0 million and $153.3 million, respectively. We expect that a majority of the backlog as of July 31, 2006 will be recognized as sales during fiscal 2007. At July 31, 2006, 60.4% of the backlog consisted of U.S. government contracts, subcontracts and government funded programs, 28.4% consisted of orders for use by international customers (including sales to U.S. domestic companies for inclusion in products that will be sold to international customers) and 11.2% consisted of orders for use by U.S. commercial customers. |
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Almost all of the contracts in our backlog are subject to cancellation at the convenience of the customer or for default in the event that we are unable to perform under the contract. In the case of contracts with departments or agencies of the U.S. government, including the MTS contract discussed above, orders are only included in backlog to the extent funding has been obtained for such orders. Variations in backlog from time to time are attributable, in part, to the timing of contract proposals, the timing of contract awards and the delivery schedules on specific contracts. Our satellite earth station equipment product line operates under short lead times and usually generates sales out of inventory. As a result, we believe our backlog at any point in the fiscal year is not necessarily indicative of the total sales anticipated for any particular future period. Our manufacturing operations consist principally of the assembly and testing of electronic products that we design and build from purchased fabricated parts, printed circuits and electronic components. We consider our facilities to be well maintained and adequate for current and planned production requirements. All of our manufacturing facilities, including those that serve the military market, must comply with stringent customer specifications. We employ formal quality management programs and other training programs, including the International Standard Organizations (ISO-9000) quality procedure registration programs. Our ability to deliver products to customers on a timely basis is dependent, in part, upon the availability and timely delivery by subcontractors and suppliers of the components and subsystems that we use in manufacturing our products. Electronic components and raw materials used in our products are generally obtained from independent suppliers. Some components are standard items and are available from a number of suppliers. Others are manufactured to our specifications by subcontractors. Although we obtain certain components and subsystems from a single source or a limited number of sources, we believe that most components and equipment are available from multiple sources. We reported research and development expenses for financial reporting purposes of $25.8 million, $21.2 million and $15.9 million in fiscal 2006, 2005 and 2004, respectively, representing 6.6%, 6.9% and 7.1% of total net sales, respectively, for these periods. A portion of our research and development efforts relates to the adaptation of our basic technology to specialized customer requirements and is recoverable under contracts, and such expenditures are not included in our research and development expenses for financial reporting purposes. During fiscal 2006, 2005 and 2004, we were reimbursed by customers for such activities in the amounts of $4.4 million, $3.0 million and $5.7 million, respectively. Our aggregate research and development expenditures (internal and customer funded) were $30.2 million, $24.2 million and $21.7 million or 7.7%, 7.8% and 9.7% of total net sales in fiscal 2006, 2005 and 2004, respectively. We rely upon trade secrets, technical know-how and continuing technological innovation to develop and maintain our competitive position. The products we sell require significant engineering design and manufacturing expertise. The majority of these technological capabilities, however, are not protected by patents and licenses. We rely on the expertise of our employees and our learned experiences in both the design and manufacture of our products and the delivery of our services. Some of our telecommunications transmission technology is protected by patents, which are significant to protecting our proprietary technology. We have been issued several U.S. patents relating to forward error correction technology that is utilized in our TPC-enabled satellite modems. The earliest of these patents expires in 2012. Our businesses are highly competitive and are characterized by rapid technological change. A significant technological breakthrough by others, including new companies or our customers, could have a material adverse effect on our business. Our growth and financial condition depend on, among other things, our ability to keep pace with such changes and developments and to respond to the sophisticated requirements of an increasing variety of electronic equipment users and transmission technologies. |
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Certain of our competitors are substantially larger, have significantly greater financial, marketing, research and development, technological and operating resources and broader product lines than we do. The principal competitors in our telecommunications transmission segment include ViaSat, Inc., Radyne Corporation, Miteq Inc., iDirect, Inc. and Paradise Datacom LLC. The principal competitors in our mobile data communications segment include Qualcomm, Inc. and EMS Technologies, Inc. The principal competitors in our RF microwave amplifiers segment include Herley Industries, Inc., Zeta (a division of DRS Technologies, Inc.) and ARKalmus. In addition, certain of our customers, such as prime contractors who currently outsource their engineering and manufacturing requirements to us, have technological capabilities in our product areas and could choose to replace our products with their own. In some cases, we partner or team with companies (both large and mid-tier) to compete against other teams for large defense programs. In some cases, these same companies may be competitors as it relates to certain aspects of our business. We believe that competition in all of our markets is based primarily on technology innovation, product performance, reputation, delivery times, customer support and price. Due to our flexible organizational structure and proprietary know-how, we believe we have the ability to develop, produce and deliver products on a cost-effective basis faster than many of our competitors. At July 31, 2006, we had 1,228 employees (including temporary employees and contractors), 700 of whom were engaged in production and production support, 297 in research and development and other engineering support and 231 in marketing and administrative functions. None of our employees are represented by a labor union. We believe that our employee relations are good. We are subject to a variety of local, state and federal governmental regulations. Our products that are incorporated into wireless communications systems must comply with various governmental regulations, including those of the Federal Communications Commission (FCC). Our manufacturing facilities, which may store, handle, emit, generate and dispose of hazardous substances that are used in the manufacture of our products, are subject to a variety of local, state and federal regulations, including those issued by the Environmental Protection Agency. Our international sales are subject to U.S. and foreign regulations and may require licenses from U.S. government agencies or require the payment of certain tariffs. In addition, we are subject to recent directives by the European Union (EU) related to the recycling of electrical and electronic equipment. Our financial reporting, corporate governance, public disclosure and compliance practices are governed by laws such as the Sarbanes-Oxley Act of 2002 and rules and regulations issued by the Securities and Exchange Commission (SEC). As a U.S. government contractor and subcontractor, we are subject to a variety of rules and regulations, such as the Federal Acquisition Regulations. To date, we have incurred costs in connection with compliance with these regulations in the normal course of business. Forward-Looking Statements This Form 10-K contains forward-looking statements including statements concerning the future of our industry, product development, business strategy, continued acceptance of our products, market growth, and dependence on significant customers. These statements can be identified by the use of forward-looking terminology such as may, expect, anticipate, estimate, continue, or other similar words. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Form 10-K. The risk factors noted below and other factors noted throughout this Form 10-K could cause our actual financial condition or results to differ significantly from those contained in any forward-looking statement. |
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Due to many factors, including the amount of business represented by large contracts, new orders, net sales and our operating results are difficult to forecast and may be volatile. We have experienced, and will experience in the future, significant fluctuations in new orders, net sales and operating results, including our net income and earnings per share, from quarter-to-quarter. One reason for this is that a significant portion of our business primarily the over-the-horizon microwave systems of our telecommunications transmission segment, our RF microwave amplifiers segment and our mobile data communications segment is derived from a limited number of relatively large customer contracts, the timing of which cannot be predicted. Our new orders, net sales and operating results, including our net income and earnings per share, also may vary significantly from period-to-period because of the following factors: product mix sold; fluctuating market demand; price competition; new product introductions by our competitors; fluctuations in foreign currency exchange rates; unexpected changes in delivery of components or subsystems; political instability; regulatory developments; the price and expected volatility of our stock (which will impact, among other items, the amount of stock based compensation expense we may record); and general economic conditions. Accordingly, you should not rely on period-to-period comparisons as indications of our future performance because these comparisons may not be meaningful. Our business, results of operations, liquidity and financial position depend on our ability to maintain our level of U.S. government business. In recent years, we have increased our dependence on U.S. government business. Our sales to the U.S. government (including sales to prime contractors to the U.S. government) accounted for approximately 47.3%, 42.1% and 40.1% of our consolidated net sales for the fiscal years ended July 31, 2006, 2005 and 2004, respectively. Approximately 60.4% of our backlog at July 31, 2006 consisted of orders from the U.S. government. We expect such business to represent a significant portion of our consolidated net sales for the foreseeable future. U.S. government business exposes us to various risks, including: |
| unexpected contract or project terminations or suspensions; | |
| unpredictable order placements, reductions or cancellations; | |
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reductions in government funds available for our projects due to government policy changes, budget
cuts and other spending priorities;
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| penalties arising from post-award contract audits; | |
| cost audits in which the value of our contracts may be reduced; | |
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higher-than-expected final costs, particularly relating to software and hardware development, for work
performed under contracts where we commit to specified deliveries for a fixed price; and
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unpredictable cash collections of unbilled receivables that may be subject to acceptance of contract
deliverables by the customer and contract close out procedures, including government approval of
final indirect rates.
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All of our U.S. government contracts can be terminated by the U.S. government for its convenience. Termination for convenience provisions provide only for our recovery of costs incurred or committed, settlement expenses and profit on work completed prior to termination. In addition to the right of the U.S. government to terminate, U.S. government contracts are conditioned upon the continuing approval by Congress of the necessary spending. Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may take more than one year. Consequently, at the beginning of a major program, the contract may not be fully funded, and additional monies are normally committed to the contract only if, as and when appropriations are made by Congress for future fiscal years. We obtain U.S. government contracts through a competitive bidding process. We cannot assure you that we will continue to win competitively awarded contracts or that awarded contracts will generate sufficient net sales to result in profitability. |
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If we are unable to comply with complex U.S. government regulations governing security and contracting
practices, we could be disqualified as a supplier to the U.S government.
As a supplier to the U.S. government we must comply with numerous regulations, including those governing security and contracting practices. Failure to comply with these procurement regulations and practices could result in fines being imposed against us or our suspension for a period of time from eligibility for bidding on, or for award of, new government contracts. If we are disqualified as a supplier to government agencies, we would lose most, if not all, of our U.S. government customers and revenues from sales of our products would decline significantly. Among the potential causes for disqualification are violations of various statutes, including those related to procurement integrity, export control, U.S. government security regulations, employment practices, protection of the environment, accuracy of records in the recording of costs, and foreign corruption. The government could investigate and make inquiries of our business practices and conduct audits of contract performance and cost accounting. Based on the results of such audits, the U.S. government could adjust our contract-related costs and fees. Depending on the results of these audits and investigations, the government could make claims against us, and if it were to prevail, certain incurred costs would not be recoverable by us. Our dependence on international sales and international sales agents may adversely affect us. Sales for use by international customers (including sales to U.S. domestic companies for inclusion in products that will be sold to international customers) represented approximately 35.6%, 44.0% and 45.4% of our consolidated net sales for the fiscal years ended July 31, 2006, 2005 and 2004, respectively. Approximately 28.4% of our backlog at July 31, 2006 consisted of orders for use by foreign customers. Direct and indirect sales to a North African country during the fiscal year ended July 31, 2006 were 9.7% of consolidated net sales. We expect that international sales will continue to be a substantial portion of our consolidated net sales. These sales expose us to certain risks, including barriers to trade, fluctuations in foreign currency exchange rates (which may make our products less price-competitive), political and economic instability, exposure to public health epidemics, availability of suitable export financing, tariff regulations, and other U.S. and foreign regulations that may apply to the export of our products and the generally greater difficulties of doing business abroad. We attempt to reduce the risk of doing business in foreign countries by seeking subcontracts with large systems suppliers, contracts denominated in U.S. dollars, advance or milestone payments and irrevocable letters of credit in our favor. However, we may not be able to reduce the economic risk of doing business in foreign countries, in all instances. In such cases, billed and unbilled receivables relating to international sales are subject to increased collectibility risk and may result in significant write-offs, which could have a material adverse impact on our business, results of operations and financial condition. In some countries, such as the aforementioned North African country, we rely upon one international sales agent. We attempt to reduce our reliance on sales agents by establishing additional foreign sales offices and by engaging, where practicable, more than one independent sales representative in a territory. Foreign defense contracts generally contain provisions relating to termination at the convenience of the government. In addition, certain of our products and systems may require licenses from U.S. government agencies for export from the U.S., and some of our products are not permitted to be exported. We cannot be sure of our ability to gain any licenses that may be required to export our products, and failure to receive required licenses could materially reduce our ability to sell our products outside the U.S. All of our businesses are subject to rapid technological change; we must keep pace with changes to compete successfully. We are engaged in businesses characterized by rapid technological change, evolving industry standards, frequent new product announcements and enhancements, and changing customer demands. The introduction of products and services embodying new technologies and the emergence of new industry standards could render any of our products and services obsolete or non-competitive. The technology used in our products and services evolves rapidly, and our business position depends, in large part, on the continuous refinement of our scientific and engineering expertise and the development, either through internal research and development or acquisitions, of new or enhanced products and technologies. We may not have the economic or technological resources to be successful in such efforts and we may not be able to identify and respond to technological improvements made by our competitors in a timely or cost-effective fashion. A significant technological breakthrough by others, including smaller competitors or new firms, could have a material adverse impact on our business, results of operations and financial condition. |
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Reductions in telecommunications equipment and systems spending may negatively affect our revenues, profitability and the recoverability of our assets, including intangible assets. From the second half of fiscal 2001 through fiscal 2003, our revenues from commercial customers were negatively affected by the uncertain economic environment both in the overall market, and more specifically in the telecommunications sector. Since 2003, the telecommunications sector has stabilized and is growing again; however, if the economy slows, some of our customers may reduce their budgets for spending on telecommunications equipment and systems. As a consequence, our current customers and other prospective customers may postpone, reduce or even forego the purchase of our products and systems, which could adversely affect our revenues, profitability and the recoverability of our assets, including intangible assets. Our mobile data communications business is subject to unique risks. Although sales and earnings have increased significantly in the past few years, our mobile data communications business has a relatively limited operating history compared to our other business segments. It is subject to many of the risks inherent in the operation of a new business enterprise. In addition to the other risk factors described in this section, the risk factors applicable to our mobile data communications business include the following: |
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Our contract for the U.S. Army logistics communitys MTS system currently obligates us to provide
hardware, including mobile satellite transceivers, and satellite and other services, through July
2007, at fixed prices and other terms set forth in the contract. The U.S. Army is not obligated to
purchase any equipment or services under the contract. Orders and related sales relating to this
contract are subject to unpredictable funding and deployment decisions.
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The MTS contract is not subject to automatic renewal or extension upon its scheduled expiration in
July 2007. As such, the U.S. Army may decide to recompete the contract in which case a new MTS contract
for all or a portion of our efforts could be awarded to another party in the future. If the MTS contract
is not renewed, extended or if we fail to succeed in a recompete process, it would have a material
adverse impact on our business and results of operations.
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In general, as we seek to grow our mobile data communications business, we anticipate that we will
need to maintain a substantial inventory in order to provide terminals to our customers on a timely
basis. Certain components that we need have purchasing lead-times of four months or longer, and the
MTS contract requires us to provide mobile terminals within 90 days after we receive an order. If
forecasted orders are not received, we may be left with large inventories of slow moving or unusable
parts or terminals that would result in an adverse impact on our business, results of operations
and financial position.
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We lease the satellite capacity necessary to operate our system from a limited number of third party
satellite networks. Our ability to grow and remain profitable depends on the ability of our satellite
network providers to provide sufficient network capacity, reliability and security to our customers.
If our satellite network providers were to increase the prices of their services, or to suffer operational
or technical failures, our business, results of operation and financial condition could be adversely
affected.
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Our systems occasionally experience downtime. All satellite communications are subject to the risk
that a satellite or ground station failure or a natural disaster may interrupt service. Interruptions
in service could have a material adverse impact on our business, results of operations and financial
condition. Should we be required to restore service on another system in the event of a satellite
failure, our costs could increase which would have an adverse effect on our business, results of
operations and financial condition.
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To date, commercial satellite-based mobile data applications have not been a material part of our business.
Our future success in commercial markets will depend on, among other things, our ability to access
the best distribution channels, the development or licensing of applications which create value for
the customer and our ability to attract and retain qualified personnel. We may have to increase our
operating expenses to be successful in the commercial satellite-based mobile data market.
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There are several existing commercial and defense-related competitors, such as Qualcomm, Inc. and Northrop
Grumman Corporation, that participate in the mobile data communications market and who have much
greater financial resources than us. Existing competitors, including terrestrial-based service providers,
are also aggressively pricing their products and services and may continue to do so in the future.
Competitors continue to offer new value added products and services, which we may be unable to match
on a timely or cost effective basis. Increased competition may impact margins throughout the industry.
We anticipate that new competitors will also enter the mobile data communications market in the future.
This
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could impact our penetration into the commercial market in a significant way and could negatively impact
our existing business, results of operation and financial condition.
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Our backlog is subject to customer cancellation or modification and such cancellation could result in decreased sales and increased provisions for excess and obsolete inventory. We currently have a backlog of orders, mostly under contracts that the customer may modify or terminate. Almost all of the contracts in our backlog are subject to cancellation at the convenience of the customer or for default in the event that we are unable to perform under the contract. We cannot assure you that our backlog will result in net sales. We record a provision for excess and obsolete inventory based on historical and future usage trends including the consideration of the amount of backlog we have on hand at any particular point in time. If our backlog is cancelled or modified, our estimates of future product demand may prove to be inaccurate, in which case we may have understated the provision required for excess and obsolete inventory. In the future, if we determine that our inventory was overvalued, we would be required to recognize such costs in our financial statements at the time of such determination. Any such charges could be material to our results of operations and financial position. Our dependence on component availability, subcontractor availability and performance and key suppliers, including the core manufacturing expertise of our high-volume technology manufacturing center located in Tempe, Arizona, may adversely affect us. None of our business segments generally maintain a substantial inventory of components and subsystems. Although we obtain certain components and subsystems from a single source or a limited number of sources, we believe that most components and subsystems are available from alternative suppliers and subcontractors. A significant interruption in the delivery of such items, however, could have a material adverse impact on our business, results of operations and financial condition. In recent years, we have increased the company-wide dependency on our high-volume technology manufacturing center located in Tempe, Arizona, which is part of our telecommunications transmission segment. In fiscal 2006, 2005 and 2004, intersegment sales by the telecommunications transmission segment to the mobile data communications segment were $55.7 million, $19.5 million, and $12.8 million, respectively. Intersegment sales in fiscal 2006, 2005 and 2004 by the telecommunications transmission segment to the RF microwave amplifiers segment were $7.5 million, $8.6 million and $3.6 million, respectively. If a natural disaster or other business interruption occurred, we do not have immediate access to other manufacturing facilities, and as a result, our business would suffer. In addition, if our high-volume technology manufacturing center is unable to produce sufficient product or maintain quality, it could have a material adverse impact on all three of our business segments, our results of operations and our financial condition. Contract cost growth on our fixed price contracts and other contracts that cannot be justified as an increase in contract value due from customers exposes us to reduced profitability and the potential loss of future business and other risks. Almost all of our products and services are sold under fixed price contracts. This means that we bear the risk of unanticipated technological, manufacturing, supply or other problems, price increases or other increases in the cost of performance. Operating margin is adversely affected when contract costs that cannot be billed to the customer are incurred. This cost growth can occur if initial estimates used for calculating the contract price were incorrect, or if estimates to complete increase. The cost estimation process requires significant judgment and expertise. Reasons for cost growth may include unavailability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in performance, availability and timing of funding from the customer, natural disasters, and the inability to recover any claims included in the estimates to complete. A significant change in an estimate on one or more programs could have a material impact on our business, results of operations and financial position. Adverse regulatory changes could impair our ability to sell products. Our products are incorporated into wireless communications systems that must comply with various U.S. government regulations, including those of the FCC, as well as international laws and regulations. Regulatory changes, including changes in the allocation and availability of frequency spectrum, and in the military standards and specifications that define the current satellite networking environment, could materially harm our business by (i) restricting development efforts by us and our customers, (ii) making our current products less attractive or obsolete, or (iii) increasing the opportunity for additional competition. |
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Changes in, or our failure to comply with, applicable laws and regulations could materially harm our business. In addition, the increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards and reassign bandwidth for these products and services. The reduced number of available frequencies for other products and services and the time delays inherent in the government approval process of new products and services have caused and may continue to cause our customers to cancel, postpone or reschedule their installation of communications systems including their satellite, over-the-horizon microwave, or terrestrial line-of-sight microwave communication systems. This, in turn, could have a material adverse effect on our sales of products to our customers. The EU has recently adopted two directives to facilitate the recycling of electrical and electronic equipment sold in the EU. The first of these is the Waste from Electrical and Electronic Equipment directive, which directs EU member states to enact laws, regulations, and administrative provisions to ensure that producers of electrical and electronic equipment are financially responsible for the collection, recycling, treatment, and environmentally sound disposal of certain products placed on the market after August 13, 2005, and from products in use prior to that date that are being replaced. The EU has also adopted the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (RoHS) directive. The RoHS directive restricts the use of lead, mercury, and certain other substances in electrical and electronic products placed on the market in the EU after July 1, 2006. Similar laws and regulations have been or may be enacted in other regions, including in the U.S., China and Japan. Other environmental regulations may require us to reengineer our products to utilize components that are more environmentally compatible, and such reengineering and component substitution may result in additional costs to us. There can be no assurance that such existing or future laws will not have a material adverse effect on our business. Acquisitions and strategic investments may divert our resources and management attention; results may fall short of expectations. We intend to continue pursuing selected acquisitions of and investments in businesses, technologies and product lines as a key component of our growth strategy. Any future acquisition or investment may result in the use of significant amounts of cash, potentially dilutive issuances of equity securities, incurrence of debt and amortization expenses or in process research and development charges related to intangible assets. Acquisitions involve numerous risks, including: |
| difficulties in the integration and assimilation of the operations, technologies, products and personnel of an acquired business; | |
| diversion of managements attention from other business concerns; | |
| increased expenses associated with the acquisition; and | |
| potential loss of key employees or customers of any acquired business. |
We cannot assure you that our acquisitions will be successful and will not adversely affect our business, results of operations or financial condition. We have investments in recorded goodwill as a result of prior acquisitions, and changes in future business conditions could cause these investments to become impaired, requiring substantial write-downs that would reduce our operating income. Goodwill recorded on our balance sheet as of July 31, 2006 was $22.2 million. We evaluate the recoverability of recorded goodwill amounts annually, or when evidence of potential impairment exists. The annual impairment test is based on several factors requiring judgment. Changes in our operating performance or business conditions, in general, could result in an impairment of goodwill which could be material to our results of operations. The loss of key technical or management personnel could adversely affect our business. Our success depends on the continued contributions of key technical management personnel, including the key corporate and operating unit management at each of our subsidiaries. Many of our key personnel, particularly the key engineers of our subsidiaries, would be difficult to replace, and are not subject to employment or noncompetition agreements. Our growth and future success will depend in large part upon our ability to attract and retain highly qualified engineering, sales and marketing personnel. Competition for such personnel from other companies, academic institutions, government entities and other organizations is intense. Although we believe that we have been successful to date in recruiting and keeping key personnel, we may not be successful in attracting and |
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retaining the personnel we will need to continue to grow and operate profitably. Also, the management skills that have been appropriate for us in the past may not continue to be appropriate if we continue to grow and diversify. Our business and operating results may be negatively impacted if we are unable to continue to manage growth of our businesses. Certain of our businesses have experienced periods of rapid growth that have placed, and may continue to place, significant demands on our managerial, operational and financial resources. In order to manage this growth, we must continue to improve and expand our management, operational and financial systems and controls. We also need to continue to recruit and retain personnel and train and manage our employee base. We must carefully manage research and development capabilities and production and inventory levels to meet product demand, new product introductions and product and technology transitions. If we are not able to timely and effectively manage our growth and maintain the quality standards required by our existing and potential customers, we could experience a material adverse impact on our business, results of operations and financial condition. Our markets are highly competitive. The markets for our products are highly competitive. We cannot assure you that we will be able to successfully compete or that our competitors will not develop new technologies and products that are more effective than our own. We expect the DoDs increased use of commercial off-the-shelf products and components in military equipment will encourage new competitors to enter the market. Also, although the implementation of advanced telecommunications services is in its early stages in many developing countries, we believe competition may intensify as businesses and foreign governments realize the market potential of telecommunications services. Many of our competitors have financial, technical, marketing, sales and distribution resources greater than ours. Protection of our intellectual property is limited; we are subject to the risk of third party claims of infringement. Our businesses rely in large part upon our proprietary scientific and engineering know-how and production techniques. Historically, patents have not been an important part of our protection of our intellectual property rights. We rely upon the laws of unfair competition, restrictions in licensing agreements and confidentiality agreements to protect our intellectual property. We limit access to and distribution of our proprietary information. These efforts allow us to rely upon the knowledge and experience of our management and technical personnel to market our existing products and to develop new products. The departure of any of our key management and technical personnel, the breach of their confidentiality and non-disclosure obligations to us or the failure to achieve our intellectual property objectives may have a material adverse impact on our business, results of operations and financial condition. Our ability to compete successfully and achieve future revenue growth will depend, in part, on our ability to protect our proprietary technology and operate without infringing upon the rights of others. We may fail to do so. In addition, the laws of certain countries in which our products are or may be sold may not protect our products and intellectual property rights to the same extent as the laws of the U.S. We believe that we own or have licensed all intellectual property rights necessary for the operation of our businesses as currently contemplated. If the technology we use is found to infringe on protected technology, we could be required to change our business practices, license the protected technology, and/or pay damages or other compensation to the infringed party. If we are unable to license protected technology that we use in our business or if we are required to change our business practices, we could be prohibited from making and selling our products or providing certain telecommunications services. Our operations are subject to environmental laws and regulations and we may be subject to environmental liabilities. We engage in manufacturing and are subject to a variety of local, state and federal governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances used to manufacture our products, particularly in the fabrication of fiberglass antennas by our Comtech Antenna Systems, Inc. subsidiary. We are also subject to the RoHS directive which restricts the use of lead, mercury and other substances in electrical and electronic products. The failure to comply with current or future environmental requirements could result in the imposition of substantial fines, suspension of production, alteration of our manufacturing processes or cessation of operations that could have a material adverse impact on our business, results of operations and financial condition. |
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In addition, the handling, treatment or disposal of hazardous substances by us or our predecessors may have resulted or could in the future result in contamination requiring investigation or remediation, or leading to other liabilities, any of which could have a material adverse impact on our business, results of operations and financial condition. Our fiscal 2004 Federal income tax return is being audited by the Internal Revenue Service, other returns may be selected for audit and a resulting tax assessment or settlement could have a material adverse impact on our results of operations and financial position. We are subject to income taxes in both the U.S. and certain foreign jurisdictions, including Canada. Significant judgment is required in determining the provision for income taxes. Although we believe our tax estimates are reasonable, the final determination of tax examinations and any related litigation could be materially different than what is reflected in historical income tax provisions and accruals. In fiscal 2006, we were informed by the Internal Revenue Service that our Federal income tax return for the fiscal year ended July 31, 2004 was selected for a general tax audit. The audit is in the early stages and additional income tax returns for other fiscal years may be examined. If the outcome of the audit differs materially from our original income tax provisions, it could have a material impact on our results of operations and financial position. Recently enacted securities laws and regulations are increasing our costs. The Sarbanes-Oxley Act of 2002 required changes in some of our corporate governance, public disclosure and compliance practices. For example, the SEC has promulgated new rules on a variety of subjects. In addition, the NASDAQ Stock Market LLC (NASDAQ) has revised its requirements for companies, such as us, that are listed on the NASDAQ. These changes are increasing our legal and financial compliance costs including making it more difficult and more expensive for us to obtain director and officer liability insurance or maintain our current liability coverage. We believe that these new laws and regulations could make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee, and qualified executive officers. We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002. Identification of material weaknesses in internal controls, if identified, could indicate a lack of proper controls to generate accurate financial statements. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC rules, we are required to furnish a report of managements assessment of the effectiveness of our internal controls as part of our Annual Report on Form 10-K. Our auditors are required to attest to and report on managements assessment, as well as provide a separate opinion. To issue our report, we document our internal control design and the testing processes that support our evaluation and conclusion, and then we test and evaluate the results. There can be no assurance, however, that we will be able to remediate material weaknesses, if any, that may be identified in future periods, or maintain all of the controls necessary for continued compliance. There likewise can be no assurance that we will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies. Changes in financial accounting standards related to stock option expenses are expected to continue to have a significant effect on our reported results. In fiscal 2006, we adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, a revised standard that requires that we record compensation expense in the statement of operations for employee stock options using a fair value method. The adoption of the new standard had a significant effect on our reported earnings, and could adversely impact our ability to provide accurate guidance on our future reported financial results due to the variability of the factors used to estimate the value of stock options. As a result, the ongoing application of the new standard could impact the future value of our common stock and may result in greater stock price volatility. In addition, since our inception, we have used stock options and other long-term equity incentives as a fundamental component of our employee compensation packages. We believe that stock options and other long-term equity incentives directly motivate our employees to maximize long-term stockholder value and, through the use of long-term vesting, encourage employees to remain with us. To the extent that this accounting standard makes it less attractive to grant options to employees, we may incur increased compensation costs, change our equity compensation strategy or find it difficult to attract, retain and motivate employees, each of which could have a material adverse impact on our business, results of operations and financial condition. |
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We face risks from the uncertainty of prevailing economic and political conditions. Current global political and economic conditions are uncertain. As a result, it is difficult to estimate the level of expansion, if any, for the global or U.S. economies generally or the markets in which we participate. Because our budgeting and forecasting process relies on estimates of growth in the markets we serve, the current economic environment renders estimates of future income and expenses even more difficult than usual to formulate. The future direction of the domestic and global economies and political environment could have a material adverse impact on our business, results of operations and financial condition. Terrorist attacks and threats, and government responses thereto, and threats of war elsewhere may negatively impact all aspects of our operations, revenues, costs and stock price. Terrorist attacks, the U.S. governments and other governments responses thereto, and threats of war could adversely impact our business, results of operations and financial condition. Any escalation in these events or similar or future events may disrupt our operations or those of our customers and may affect the availability of materials needed to manufacture our products or the means to transport those materials to manufacturing facilities and finished products to customers. In addition, these could have an adverse impact on the U.S. and world economy in general. Provisions in our corporate documents, stockholder rights plan, and Delaware law could delay or prevent a change in control of Comtech. We have taken a number of actions that could have the effect of discouraging, delaying or preventing a merger or acquisition involving Comtech that our stockholders may consider favorable. For example, we have a classified board and the employment contract of our chief executive officer provides for a substantial payment in the event of a change of control of Comtech. We also adopted a stockholder rights plan that could cause substantial dilution to a stockholder, and substantially increase the cost paid by a stockholder, who attempts to acquire us on terms not approved by our Board of Directors. These provisions could prevent us from being acquired. In addition, our certificate of incorporation grants our Board of Directors the authority to fix the rights, preferences and privileges of and issue up to 2,000,000 shares of preferred stock without stockholder action. Although we have no present intention to issue shares of preferred stock, such an issuance of any class or series of our preferred stock could have rights which would adversely affect the voting power of the common stock or which could delay, defer, or prevent a change in control of Comtech. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, this statute provides that except in certain limited circumstances a corporation shall not engage in any business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A business combination includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, for purposes of Section 203 of the Delaware General Corporation Law, an interested stockholder is a person who, together with affiliates, owns, or within three years did own, 15% or more of the corporations voting stock. This provision could have the effect of delaying or preventing a change in control of Comtech. Our debt service obligations may adversely affect our cash flow. The higher level of indebtedness resulting from the issuance of our 2.0% convertible senior notes increases the risk that we may default on our debt obligations. We cannot assure you that we will be able to generate sufficient cash flow to pay the interest on our debt or that future working capital, borrowings or equity financing will be available to pay or refinance such debt. The level of our indebtedness, among other things, could: |
| make it difficult for us to make payments on our debt; | |
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make it difficult for us to obtain any necessary financing in the future for working capital, acquisitions,
capital expenditures, debt service requirements or other purposes;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in
which we compete; and
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| make us more vulnerable in the event of a downturn in our business. |
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Our stock price is volatile. The stock market in general, and the stock prices of technology-based companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock has fluctuated significantly in the past and is likely to fluctuate significantly in the future as well. Factors that could have a significant impact on the market price of our stock are described throughout the Risk Factors section and include: |
| strategic transactions, such as acquisitions and divestures; | |
| future announcements concerning us or our competitors; | |
| receipt or non-receipt of substantial orders for products and services; | |
| quality deficiencies in services or products; | |
| results of technological innovations; | |
| new commercial products; | |
| changes in recommendations of securities analysts; | |
| government regulations; | |
| proprietary rights or product or patent litigation; | |
| changes in economic conditions generally, particularly in the telecommunications sector; | |
| changes in securities market conditions, generally; | |
| energy blackouts; | |
| acts of terrorism or war; | |
| inflation or deflation; and | |
| rumors or allegations regarding our financial disclosures or practices. |
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Common Stock | ||||||||||
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High | Low | |||||||||
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Fiscal Year Ended July 31, 2005 | ||||||||||
First Quarter | $ | 19.71 | $ | 10.85 | ||||||
Second Quarter | 25.63 | 17.87 | ||||||||
Third Quarter | 36.65 | 22.07 | ||||||||
Fourth Quarter | 39.70 | 31.80 | ||||||||
Fiscal Year Ended July 31, 2006 | ||||||||||
First Quarter | 43.36 | 30.60 | ||||||||
Second Quarter | 45.65 | 29.42 | ||||||||
Third Quarter | 33.44 | 27.40 | ||||||||
Fourth Quarter | 33.80 | 25.67 |
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(continued) |
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Fiscal Years Ended July 31,
(In thousands) |
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2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||
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Other Consolidated Operating Data: | ||||||||||||||||
Backlog at period-end | $ | 186,007 | 153,314 | 83,549 | 100,142 | 44,121 | ||||||||||
New orders | 424,204 | 377,655 | 206,797 | 230,056 | 113,384 | |||||||||||
Research and development expenditures
- internal and customer funded |
30,243 | 24,156 | 21,656 | 16,504 | 13,070 |
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Deliverables. Revenue from these contracts is allocated to each respective element based on each elements relative fair value and is recognized when the respective revenue recognition criteria for each element are met.
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Our contract with the United States (U.S.) Army for the Movement Tracking System (MTS) is for an eight-year period ending in July 2007 and revenue recognition is based on the percentage-of-completion method. The gross margin is based on the estimated sales and expenses for the entire eight-year contract. The amount of revenue recognized has been limited to the amount of funded orders received from the U.S. Army. Through the end of our fiscal quarter ended October 31, 2004, we recognized revenue on the portion of such orders that relate to prepaid service time when the time was used by the customer. As a result of changes to the manner in which our technology is being deployed and used, commencing November 1, 2004, we are recognizing service time revenue based on a network availability method which recognizes prepaid service time on a straight-line basis from the date of shipment through the end of the
contract term in July 2007.
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In May 2004, we acquired certain assets and assumed certain liabilities of Memotec, Inc. (Memotec), a subsidiary of Kontron AG, and at the same time, purchased related inventory owned by Kontron Canada Inc., for an aggregate purchase price of approximately $5.2 million in cash. Commencing in May 2004, Memotecs results of operations have been included in our telecommunications transmission segment. |
In February 2005, we acquired certain assets and assumed certain liabilities of Tolt Technologies, Inc. (Tolt) for an aggregate purchase price of $3.7 million, including transaction costs of $0.2 million. In fiscal 2006, we significantly de-emphasized stand-alone sales of Tolts turnkey employee mobility solutions, and are focusing our efforts on selling commercial satellite-based mobile data applications. This operation is part of our mobile data communications segment.
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In August 2006, we acquired certain assets and assumed certain liabilities of Insite Consulting, Inc. (Insite), a logistics application software company, for $2.7 million, plus certain earn-out payments based on the achievement of future sales targets. The first part of the earn-out cannot exceed $1.4 million and is limited to a five-year period. The second part of the earn-out, which is for a ten-year period, is unlimited and based on a per unit future sales target primarily relating to new commercial satellite-based mobile data communications markets. Insite has developed the geoOps Enterprise Location Monitoring System, a software-based solution that allows customers to integrate legacy data systems with near-real time logistics and operational data systems. This operation was combined with our existing business and is part of our mobile data communications segment.
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We consider certain accounting policies to be critical due to the estimation process involved in each. |
Revenue Recognition on Long-Term Contracts.
Revenues and related costs from long-term contracts relating to the design, development or manufacturing of complex electronic equipment to a buyers specification or to provide services relating to the performance of such contracts are recognized using the percentage-of-completion method. Revenue is recognized based on the relationship of total costs incurred to total projected costs, or, alternatively, based on output measures, such as units delivered. Profits expected to be realized on such contracts are based on total estimated sales for the contract compared to total estimated costs, including warranty costs, at completion of the contract. These estimates are reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change.
The impact of any such adjustments discussed in
Managements Discussion and Analysis of Financial Condition and Results of Operations
represents the cumulative impact of the adjustment on the relevant financial statement amount as of the beginning of the period being discussed. Estimated losses on long-term contracts are recorded in the period in which the losses become evident.
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Some of our largest contracts, including our MTS contract with the U.S. Army, are accounted for using the percentage-of-completion method. We have been engaged in the production and delivery of goods and services on a continual basis under contractual arrangements for many years. Historically, we have demonstrated an ability to accurately estimate revenues and expenses relating to our long-term contracts. However, there exist inherent risks and uncertainties in estimating revenues, expenses and progress toward completion, particularly on larger or longer-term contracts. If we do not accurately estimate the total sales, related costs and progress towards completion on such contracts, the estimated gross margins may be significantly impacted or losses may need to be recognized in future periods.
Any such resulting changes in margins or contract losses could be material to our results of operations and financial position.
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In addition, most government contracts have termination for convenience clauses that provide the customer with the right to terminate the contract at any time. Such terminations could impact the assumptions regarding total contract revenues and expenses utilized in recognizing profit under the percentage-of-completion method of accounting. Changes to these assumptions could materially impact our results of operations and financial position. Historically, we have not experienced material terminations of our long-term contracts.
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We also address customer acceptance provisions in assessing our ability to perform our contractual obligations under long-term contracts. Our inability to perform on our long-term contracts could materially impact our results of operations and financial position. Historically, we have been able to perform on our long-term contracts.
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Accounting for Stock-Based Compensation
.
As discussed further in
Notes to Consolidated Financial Statements Note 1(j) Accounting for Stock-Based Compensation,
we adopted Statement of Financial Accounting Standards (SFAS) No. 123(R) on August 1, 2005 using the modified prospective method. Through July 31, 2005, we accounted for our stock option and employee stock purchase plans under the intrinsic value method of Accounting Principles Board (APB) Opinion No. 25, and as a result no compensation costs had been recognized in our historical consolidated statements of operations.
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We have used and expect to continue to use the Black-Scholes option pricing model to compute the estimated fair value of stock-based awards. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected option term and risk-free interest rates. The assumptions used in computing the fair value of stock-based awards reflect our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control. We estimate expected volatility by considering the historical volatility of our stock, the implied volatility of publicly traded stock options in our stock and our expectations of volatility for the expected term of stock-based compensation awards. As a result, if other assumptions or estimates had been used for options granted in 2006 and in prior periods, the stock-based compensation expense that
was recorded for fiscal 2006 could have been materially different. Furthermore, if different assumptions are used in future periods, stock-based compensation expense could be materially impacted in the future.
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Impairment of Goodwill and Other Intangible Assets
.
As of July 31, 2006, our companys goodwill and other intangible assets aggregated $29.1 million. In assessing the recoverability of goodwill and other intangibles, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets in future periods. Any such resulting impairment charges could be material to our results of operations.
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Provision for Warranty Obligations. We provide warranty coverage for most of our products, including products under long-term contracts, for a period of at least one year from the date of shipment. We record a liability for estimated warranty expense based on historical claims, product failure rates and other factors. There exist inherent risks and uncertainties in estimating warranty expenses, particularly on larger or longer-term contracts. As such, if we do not accurately estimate our warranty costs, any changes to our original estimates could be material to our results of operations and financial position. Accounting for Income Taxes. Our deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. The provision for income taxes is based on domestic and international statutory income tax rates in the tax jurisdictions where we operate, permanent differences between financial reporting and tax reporting and available credits and incentives. Significant judgment is required in determining income tax provisions and tax positions. We may be challenged upon review by the applicable taxing authority and positions taken by us may not be sustained. We provide tax reserves for tax exposures relating to periods subject to audit. The development of reserves for these exposures requires consideration of timing and judgments about tax issues and potential outcomes, and is a subjective critical estimate. In certain circumstances, the ultimate outcome of exposures and risks involves significant uncertainties. If actual outcomes differ materially from these estimates, they could have a material impact on our results of operations and our financial position. |
Provisions for Excess and Obsolete Inventory.
We record a provision for excess and obsolete inventory based on historical and future usage trends. Several factors may influence the sale and use of our inventories, including decisions to exit a product line, technological change and new product development. These factors could result in a change in the amount of excess and obsolete inventory on hand. Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for
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25 |
excess and obsolete inventory. In the future, if we determine that our inventory was overvalued, we would be required to recognize such costs in our financial statements at the time of such determination. Any such charges could be material to our results of operations and financial position. Allowance for Doubtful Accounts. We perform credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness, as determined by our review of our customers current credit information. Generally, we will require cash in advance or payment secured by irrevocable letters of credit before an order is accepted from an international customer that we do not do business with regularly. In addition, we seek to obtain insurance for certain international customers. We monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon our historical experience and any specific customer collection issues that we have identified. While such credit losses have historically been within our expectations and the allowances established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the financial health of specific customers. Changes to the estimated allowance for doubtful accounts could be material to our results of operations and financial position. The following table sets forth, for the periods indicated, certain income and expense items expressed as a percentage of our consolidated net sales: |
26 |
Net sales in our mobile data communications segment were $149.5 million and $86.1 million for fiscal 2006 and 2005, respectively, an increase of $63.4 million, or 73.6%. The increase in net sales was due to (i) higher sales on the MTS contract, including $9.5 million of sales relating to the gross profit adjustment discussed below under Gross Profit, (ii) higher sales of battlefield command and control applications to the U.S. military, and (iii) our acquisition of Tolt in February 2005 which contributed $18.7 million of net sales for fiscal 2006 compared to $11.3 million of net sales for fiscal 2005. In the second half of fiscal 2006, we significantly de-emphasized stand-alone sales of Tolts low margin turnkey employee mobility solutions to further focus its sales efforts on commercial satellite-based mobile data applications. Stand-alone sales of these low margin turnkey employee mobility solutions during fiscal 2006 were approximately $15.0 million and such sales in fiscal 2007 are expected to be nominal. Net sales for fiscal 2005 were positively impacted by a favorable cumulative adjustment associated with the change from the usage method to the straight-line method of accounting for MTS prepaid service time revenue, which contributed $3.8 million to net sales. Period-to-period sales and profitability in our mobile data communications segment can fluctuate dramatically due to funding fluctuations. In fiscal 2006, we began to receive orders under our MTS contract for the Army National Guards acquisition of MTS equipment, including our MT 2012 transceiver and related services. If we receive additional significant orders from the Army National Guard and if we continue to experience strong demand from the U.S. Army, we expect that sales in this segment will increase in fiscal 2007. The MTS contract is not subject to automatic renewal or extension upon its scheduled expiration in July 2007. If the MTS contract is not renewed, extended or if we fail to succeed in a recompete process, it would have a material adverse impact on our business and results of operations. Our mobile data communications segment represented 38.2% of consolidated net sales for fiscal 2006 as compared to 27.9% for fiscal 2005. Net sales in our RF microwave amplifiers segment were $44.1 million for fiscal 2006 compared to $47.3 million for fiscal 2005, a decrease of $3.2 million, or 6.8%. The decrease in net sales was due primarily to lower sales of our amplifiers that are incorporated into improvised explosive device jamming systems, partially offset by increased demand for other defense-related products in this segment. Our RF microwave amplifiers segment represented 11.3% of consolidated net sales for fiscal 2006 as compared to 15.4% for fiscal 2005. International sales (which include sales to U.S. companies for inclusion in products which are sold to international customers) represented 35.6% and 44.0% of consolidated net sales for fiscal 2006 and 2005, respectively. Domestic commercial sales represented 17.1% and 13.9% of consolidated net sales for fiscal 2006 and 2005, respectively. Sales to the U.S. government (including sales to prime contractors to the U.S. government) represented 47.3% and 42.1% of consolidated net sales for fiscal 2006 and 2005, respectively. One customer, a prime contractor, represented 10.2% of consolidated net sales in both fiscal 2006 and 2005. Direct and indirect sales to a North African country, including certain sales to the prime contractor mentioned above, represented 9.7% and 13.2% of consolidated net sales for fiscal 2006 and 2005, respectively. Gross Profit. Gross profit was $159.3 million and $127.4 million for fiscal 2006 and 2005, respectively, representing an increase of $31.9 million, or 25.0%. Our gross profit percentage was 40.7% for fiscal 2006 as compared to 41.4% for fiscal 2005. Excluding the impact of adjustments to both net sales and gross profit in both periods, as discussed below, our gross profit as a percentage of net sales for fiscal 2006 and 2005 would have been 39.8% and 40.5%, respectively. This decrease was primarily due to a higher proportion of our consolidated net sales being in the mobile data communications segment, which typically realizes lower gross margins than sales in our other two segments. In addition, fiscal 2006 includes higher sales relating to Tolts turnkey employee mobility solutions, which have lower gross margins than any of our other product lines. The decline in gross margin percentage due to the change in product mix was partially offset by continued increased operating efficiencies associated with increased usage of our high-volume technology manufacturing facility during fiscal 2006. During fiscal 2006, we recorded favorable cumulative gross profit adjustments of $9.1 million (of which $8.5 million relates to the mobile data communications segment and $0.6 million relates to the RF microwave amplifiers segment). The adjustment in our mobile data communications segment was primarily the result of increased MTS funding from the U.S. Army, as well as improved operating efficiencies. The adjustment in our RF microwave amplifiers segment related to a military contract that was substantially completed in fiscal 2006. These favorable adjustments were partially offset by a $1.7 million warranty provision in our mobile data communications segment relating to certain of our firmware that needs to be modified. During fiscal 2005, we recorded cumulative adjustments related to two large over-the-horizon microwave system contracts and the MTS contract with an aggregate impact of $5.8 million on gross profit (of which $2.2 million relates to the mobile data communications segment and $3.6 million relates to the telecommunications transmission segment). |
27 |
In our mobile data communications segment, we continue to rollout our next generation satellite transceiver, known as the MT 2012, and enhance our network and related software to provide increased speed and performance. We continue to work closely with our customers and currently expect to continue these initiatives through fiscal 2007. If the current funding levels of MTS and battlefield command and control applications are maintained or increased, or if and when we receive additional orders from the Army National Guard, we may experience additional increased operating efficiencies in fiscal 2007. Unrelated to the next generation MTS technology upgrade, we are also continuing to upgrade certain of our firmware that needs to be modified. The ultimate amount of warranty expense could differ from our initial estimate and we may incur additional unanticipated costs or delays. Included in cost of sales for fiscal 2006 and 2005 are provisions for excess and obsolete inventory of $2.0 million and $2.1 million, respectively. As discussed under Critical Accounting Policies Provisions for Excess and Obsolete Inventory, we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage assumptions. |
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $67.1 million and $51.8 million for fiscal 2006 and 2005, respectively, representing an increase of $15.3 million, or 29.5%. The increase in expenses was primarily attributable to (i) the increased level of net sales and activity in our telecommunications transmission and mobile data communications segments, (ii) the recording of $4.6 million of stock-based compensation expense during fiscal 2006, and (iii) a full year of expenses associated with Tolt, which was acquired in February 2005. There was no stock-based compensation expense included in selling, general and administrative expenses in fiscal 2005. As a percentage of consolidated net sales, selling, general and administrative expenses were 17.1% and 16.8% for fiscal 2006 and 2005, respectively. Research and Development Expenses. Research and development expenses were $25.8 million and $21.2 million for fiscal 2006 and 2005, respectively, representing an increase of $4.6 million, or 21.7%. Approximately $19.0 million and $17.7 million of such amounts, respectively, related to our telecommunications transmission segment, with the remaining expenses primarily related to our mobile data communications segment and, to a lesser extent, our RF microwave amplifiers segment. In addition, during fiscal 2006, we recorded $0.7 million of stock-based compensation expense in research and development expenses. There was no stock-based compensation expense included in research and development expenses in fiscal 2005. As an investment for the future, we are continually enhancing our existing products and developing new products and technologies. Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During fiscal 2006 and 2005, customers reimbursed us $4.4 million and $3.0 million, respectively, which is not reflected in the reported research and development expenses, but is included in net sales with the related costs included in cost of sales. |
Amortization of Intangibles. Amortization of intangibles for fiscal 2006 and 2005 was $2.5 million and $2.3 million, respectively. The amortization primarily relates to intangibles with finite lives that we acquired in connection with various acquisitions. Operating Income. Operating income for fiscal 2006 and 2005 was $63.9 million and $52.1 million, respectively. The $11.8 million, or 22.6% increase, was the result of the higher sales and gross profit, discussed above, partially offset by higher operating expenses. Operating income in our telecommunications transmission segment increased to $49.8 million for fiscal 2006 from $40.2 million for fiscal 2005, as a result of increased net sales and gross profit, partially offset by increased operating expenses. In addition, fiscal 2005 included a $3.1 million positive impact on operating income from the cumulative gross margin adjustments discussed above under Gross Profit related to two large over-the-horizon microwave system contracts. |
Our mobile data communications segment generated operating income
of $21.7 million for fiscal 2006 compared to $11.9 million for fiscal 2005 due primarily to the significant increase in net sales and gross
profit, partially offset by increased operating expenses, including increased research and development expenses. The operations relating
to Tolt, which incurred an operating loss of $5.0 million in fiscal 2006, have been combined into our network operations center facility. In fiscal 2007, although we expect to incur lower expenses relating to our commercial satellite-based mobile data applications, we do expect to increase other operating expenses, particularly research and development expenses, as we continue to position ourselves to win an extension or recompete of the MTS contract that expires in July 2007 and as we develop new technologies for other programs, such as Blue Force Tracking. In addition, fiscal 2006 and 2005 included positive impacts on operating income from the cumulative gross margin
|
28 |
29 |
associated with the aforementioned change from the usage method to the straight-line method of accounting for MTS prepaid service time revenue. Our mobile data communications segment represented 27.9% of consolidated net sales for fiscal 2005 as compared to 26.8% for fiscal 2004. Net sales in our RF microwave amplifiers segment were $47.3 million for fiscal 2005 compared to $22.1 million for fiscal 2004, an increase of $25.2 million, or 114.0%. The significant increase in net sales was primarily the result of increased demand for our defense-related products. In particular, we experienced a marked increase in demand for our RF microwave amplifiers that are incorporated into improvised explosive device jamming systems. Our RF microwave amplifiers segment represented 15.4% of consolidated net sales for fiscal 2005 as compared to 9.9% for fiscal 2004. International sales (which include sales to domestic companies for inclusion in products which are sold to international customers) represented 44.0% and 45.4% of consolidated net sales for fiscal 2005 and 2004, respectively. Domestic commercial sales represented 13.9% and 14.5% of consolidated net sales for fiscal 2005 and 2004, respectively. Sales to the U.S. government (including sales to prime contractors to the U.S. government) represented 42.1% and 40.1% of consolidated net sales for fiscal 2005 and 2004, respectively. During fiscal 2005, one customer, a prime contractor, represented 10.2% of consolidated net sales. During fiscal 2004, one customer, another prime contractor, represented 12.5% of consolidated net sales. Direct and indirect sales to a North African country, including certain sales to the prime contractors mentioned above, during fiscal 2005 and 2004 represented 13.2% and 14.1%, respectively, of consolidated net sales. Gross Profit. Gross profit was $127.4 million and $87.5 million for fiscal 2005 and 2004, respectively, representing an increase of $39.9 million, or 45.6%. The increase in gross profit was primarily attributable to the increase in net sales and the gross profit percentage, which increased from 39.2% for fiscal 2004 to 41.4% for fiscal 2005. Fiscal 2005 includes favorable cumulative gross margin adjustments on two large over-the-horizon microwave system contracts and the MTS contract (including the MTS prepaid service time adjustment as discussed above), which had an aggregate impact of $5.8 million on gross profit compared to favorable cumulative gross margin adjustments during fiscal 2004 of $1.9 million. Excluding the sales and gross profit relating to prior periods from these adjustments, our gross margin percentage still improved significantly due to increased operating efficiencies. As mentioned above, in fiscal 2005, we continued to realize increased operating efficiencies. In our telecommunications transmission segment, such efficiencies were achieved, in part, by our continuing efforts to expand the usage of our high-volume manufacturing facility in Tempe, Arizona. The increased utilization and resulting operating efficiencies were the result of higher demand for our satellite earth station products, as well as the continued use of the facility by our other two segments for certain high-volume manufacturing requirements. In addition, as part of our strategy to leverage the high-volume technology manufacturing center and further develop a diversified customer base, we produced and currently have on-hand $1.6 million of inventory relating to a contract from a third-party commercial customer to outsource its manufacturing. In our mobile data communications segment, operating efficiencies were the result of incremental MTS and battlefield command and control applications funding from the U.S. Army. Our RF microwave amplifiers segment experienced increased operating efficiencies associated with significant operating leverage driven by the increase in sales and a more favorable product mix. Included in cost of sales for fiscal 2005 and 2004 are provisions for excess and obsolete inventory of $2.1 million and $1.2 million, respectively. Selling, General and Administrative Expenses. Selling, general and administrative expenses were $51.8 million and $36.0 million for fiscal 2005 and 2004, respectively, representing an increase of $15.8 million, or 43.9%. The increase in expenses is primarily attributable to (i) the increased level of net sales in all three of our business segments, (ii) expenses associated with the Memotec and Tolt acquisitions in May 2004 and February 2005, respectively, and (iii) costs of compliance with recent corporate governance regulations. As a percentage of consolidated net sales, selling, general and administrative expenses were 16.8% and 16.1% for fiscal 2005 and 2004, respectively. Research and Development Expenses. Research and development expenses were $21.2 million and $15.9 million for fiscal 2005 and 2004, respectively representing an increase of $5.3 million or 33.3%. Approximately $17.7 |
30 |
31 |
Net cash provided by operating activities was $44.3 million for fiscal 2006. Such amount reflects net income of $45.3 million, the impact of depreciation and amortization and the provisions for doubtful accounts and inventory reserves aggregating $12.0 million and stock-based compensation expense of $5.7 million, offset by changes in working capital balances, most notably an increase in accounts receivable and inventory associated with the increase in net sales. Net cash used in investing activities for fiscal 2006 was $13.5 million, primarily representing capital expenditures including expenditures related to the continued expansion of our high-volume technology manufacturing center located in Tempe, Arizona, as well as continued enhancements to our network operations facility in Germantown, Maryland. We currently expect capital expenditures for fiscal 2007 to be between $12.0 million and $14.0 million. Net cash provided by financing activities for fiscal 2006 was $6.4 million, due primarily to proceeds from stock option exercises and employee stock purchase plan shares aggregating $2.5 million and a $4.1 million excess income tax benefit from the exercise of stock options. Financing Arrangement On January 27, 2004, we issued $105.0 million of our 2.0% convertible senior notes in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from this transaction were $101.2 million after deducting the initial purchasers discount and other transaction costs. For further information concerning this financing, see Notes to Consolidated Financial Statements Note 8 - 2.0% Convertible Senior Notes due 2024 . Commitments In the normal course of business, we routinely enter into binding and non-binding purchase obligations primarily covering anticipated purchases of inventory and equipment. We do not expect that these commitments as of July 31, 2006 will materially adversely affect our liquidity. At July 31, 2006, we had contractual cash obligations to repay our 2.0% convertible senior notes, capital lease and operating lease obligations (including satellite lease expenditures relating to our mobile data communications segment contracts) and the financing of a purchase of proprietary technology. Payments due under these long-term obligations, excluding interest on the 2.0% convertible senior notes, are as follows: |
As further discussed in Notes to Consolidated Financial Statements Note 8 - 2.0% Convertible Senior Notes due 2024, we may, at our option, redeem some or all of the notes on or after February 4, 2009. Holders of our 2% convertible senior notes will have the right to require us to repurchase some or all of the outstanding notes on February 1, 2011, February 1, 2014 and February 1, 2009 and upon certain events. We have entered into standby letter of credit agreements with financial institutions relating to the guarantee of future performance on certain contracts. At July 31, 2006, the balance of these agreements was $2.8 million. Cash we have pledged against such agreements aggregating $1.0 million has been classified as restricted cash in the consolidated balance sheet. We believe that our cash and cash equivalents will be sufficient to meet our operating cash requirements for the foreseeable future. In the event that we identify a significant acquisition that requires additional cash, we would seek to borrow funds or raise additional equity capital. |
32 |
33 |
34 |
35 |
36 |
Exhibit Number | Description of Exhibit |
Incorporated By
Reference to Exhibit |
||||
|
|
|
||||
3(a)(i) |
Restated Certificate of Incorporation of the Registrant
|
|||||
3(a)(ii) |
Amended and Restated By-Laws of the Registrant
|
Exhibit 3(c) to the Registrants 1998 Form 10-K | ||||
4(a) |
Rights Agreement dated as of December 15, 1998 between the Registrant and American Stock Transfer and Trust Company, as Rights Agent
|
Exhibit 4(1) to the Registrants Form 8-A/A dated December 23, 1998 | ||||
4(b) |
Indenture by and between the Registrant and The Bank of New York, as trustee, dated as of January 27, 2004, including form of Note
|
Exhibit 4.2 to the Registrants Form S-3 (File No. 333-114268) | ||||
4(c) |
Registration Rights Agreement dated as of January 27, 2004, between the Registrant and Bear, Stearns & Co. Inc., as Initial Purchaser
|
Exhibit 4.4 to the Registrants Form S-3 (File No. 333-114268) | ||||
10(a)* |
Amended and restated Employment Agreement dated June 2, 2003, between the Registrant and Fred Kornberg
|
Exhibit 10(a) to the Registrants Form 10-Q for quarter ended April 30, 2003 | ||||
10(b)* |
Amended and restated Employment Agreement dated June 2, 2003, between the Registrant and Robert G. Rouse
|
Exhibit 10(b) to the Registrants Form 10-Q for quarter ended April 30, 2003 | ||||
10(c) |
Lease and amendment thereto on the Melville, New York Facility
|
Exhibit 10(k) to the Registrants 1992 Form 10-K | ||||
10(d)* |
Amended and restated 1993 Incentive Stock Option Plan
|
Appendix A to the Registrants Proxy Statement dated November 3, 1997 | ||||
10(e) |
Movement Tracking System Contract between Comtech Mobile Datacom Corp. and U.S. Armys CECOM Acquisition Center dated June 24, 1999 (certain portions of this agreement have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment)
|
Exhibit 10(g) to the Registrants 1999 Form 10-K | ||||
10(f)(1)* | 2000 Stock Incentive Plan | Appendix A to the Registrants Proxy Statement dated November 8, 1999 | ||||
10(f)(2)* | Amendment to the 2000 Stock Incentive Plan | Appendix A to the Registrants Proxy Statement dated November 6, 2000 | ||||
10(f)(3)* | Amendment to the 2000 Stock Incentive Plan | Exhibit 10(g)(3) to the Registrants 2002 Form 10-K | ||||
10(f)(4)* | Amendment to the 2000 Stock Incentive Plan | Exhibit 10(h)(4) to the Registrants 2003 Form 10-K | ||||
10(f)(5)* | Amendment to the 2000 Stock Incentive Plan | Exhibit 10(g)(5) to the Registrants 2004 Form 10-K | ||||
10(f)(6)* | Amendment to the 2000 Stock Incentive Plan | Exhibit 10.1 to the Registrants Form 8-K filed December 12, 2005 | ||||
10(f)(7)* |
Form of Stock Option Agreement pursuant to the 2000 Stock Incentive Plan
|
Exhibit 10(f)(7) to the Registrants 2005 Form 10-K | ||||
10(f)(8)* |
Form of Stock Option Agreement for Non-employee Directors pursuant to the 2000 Stock Incentive Plan
|
|||||
37 |
Exhibit Number | Description of Exhibit |
Incorporated By
Reference to Exhibit |
||||
|
|
|
||||
10(g)* |
2001 Employee Stock Purchase Plan
|
Appendix B to the Registrants Proxy Statement dated November 6, 2000 | ||||
21 | Subsidiaries of the Registrant | |||||
23 |
Consent of Independent Registered Public Accounting Firm
|
|||||
31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|||||
31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
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32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|||||
32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
* |
Management contract or compensatory plan or arrangement. |
Exhibits to this Annual Report on Form 10-K are available from the Company upon request and payment to the Company for the cost of reproduction. The information is also available on our Internet website at www.comtechtel.com . |
38 |
COMTECH TELECOMMUNICATIONS CORP. | ||
September 20, 2006 | By: /s/Fred Kornberg | |
(Date) | Fred Kornberg, Chairman of the Board | |
and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature | Title | |||
September 20, 2006 | /s/Fred Kornberg | Chairman of the Board | ||
(Date) | Fred Kornberg | Chief Executive Officer and President | ||
(Principal Executive Officer) | ||||
September 20, 2006 | /s/Michael D. Porcelain | Senior Vice President and | ||
(Date) | Michael D. Porcelain | Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||||
September 20, 2006 | /s/George Bugliarello | Director | ||
(Date) | George Bugliarello | |||
September 20, 2006 | /s/Richard L. Goldberg | Director | ||
(Date) | Richard L. Goldberg | |||
September 20, 2006 | /s/Edwin Kantor | Director | ||
(Date) | Edwin Kantor | |||
September 20, 2006 | /s/Ira Kaplan | Director | ||
(Date) | Ira Kaplan | |||
September 20, 2006 | /s/Gerard R. Nocita | Director | ||
(Date) | Gerard R. Nocita |
39 |
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES |
Page | ||
|
||
Reports of Independent Registered Public Accounting Firm | F-2, F-3 | |
Consolidated Financial Statements: | ||
Balance Sheets as of July 31, 2006 and 2005 | F-4 | |
Statements of Operations for each of the years in the three-year period ended July 31, 2006 | F-5 | |
Statements of Stockholders Equity and Comprehensive Income for each of the years in the
three-year period ended July 31, 2006 |
F-6 | |
Statements of Cash Flows for each of the years in the three-year period ended July 31, 2006 | F-7, F-8 | |
Notes to Consolidated Financial Statements | F-9 to F-36 | |
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. |
F-1 |
KPMG LLP | |
Suite 200 | |
1305 Walt Whitman Road | |
Melville, NY 11747-4302 | |
Melville, New York
September 19, 2006 |
F-2 |
KPMG LLP | |
Suite 200 | |
1305 Walt Whitman Road | |
Melville, NY 11747-4302 | |
Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Comtech Telecommunications Corp.: We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting, that Comtech Telecommunications Corp. maintained effective internal control over financial reporting as of July 31, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Comtech Telecommunications Corp.s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that Comtech Telecommunications Corp. maintained effective internal control over financial reporting as of July 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Comtech Telecommunications Corp. maintained, in all material respects, effective internal control over financial reporting as of July 31, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2006 and 2005, and the related consolidated statements of operations, stockholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 31, 2006, and our report dated September 19, 2006, expressed an unqualified opinion on those consolidated financial statements. Our report, dated September 19, 2006, refers to the Companys adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, effective August 1, 2005. |
|
Melville, New York
September 19, 2006 |
F-3 |
COMTECH TELECOMMUNICATIONS CORP.
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Assets | 2006 | 2005 | |||||
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|
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Current assets: | |||||||
Cash and cash equivalents | $ | 251,587,000 | 214,413,000 | ||||
Restricted cash | 1,003,000 | 1,034,000 | |||||
Accounts receivable, net | 70,047,000 | 56,052,000 | |||||
Inventories, net | 61,043,000 | 45,103,000 | |||||
Prepaid expenses and other current assets | 7,178,000 | 4,387,000 | |||||
Deferred tax asset current | 7,591,000 | 8,092,000 | |||||
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|
||||||
Total current assets | 398,449,000 | 329,081,000 | |||||
Property, plant and equipment, net | 24,732,000 | 18,683,000 | |||||
Goodwill | 22,244,000 | 22,244,000 | |||||
Intangibles with finite lives, net | 6,855,000 | 9,123,000 | |||||
Deferred financing costs, net | 2,449,000 | 2,995,000 | |||||
Other assets, net | 537,000 | 277,000 | |||||
|
|
||||||
Total assets | $ | 455,266,000 | 382,403,000 | ||||
|
|
||||||
Liabilities and Stockholders Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 28,337,000 | 23,577,000 | ||||
Accrued expenses and other current liabilities | 41,230,000 | 34,497,000 | |||||
Customer advances and deposits | 3,544,000 | 5,282,000 | |||||
Deferred service revenue | 9,896,000 | 8,210,000 | |||||
Current installments of other obligations | 154,000 | 235,000 | |||||
Interest payable | 1,050,000 | 1,050,000 | |||||
Income taxes payable | 5,252,000 | 1,540,000 | |||||
|
|
||||||
Total current liabilities | 89,463,000 | 74,391,000 | |||||
Convertible senior notes | 105,000,000 | 105,000,000 | |||||
Other obligations, less current installments | 243,000 | 396,000 | |||||
Deferred tax liability non-current | 6,318,000 | 5,987,000 | |||||
|
|
||||||
Total liabilities | 201,024,000 | 185,774,000 | |||||
Commitments and contingencies (See Note 13) | |||||||
Stockholders equity: | |||||||
Preferred stock, par value $.10 per share; shares authorized
and unissued 2,000,000 |
| | |||||
Common stock, par value $.10 per share; authorized 100,000,000
shares and 30,000,000 shares at July 31, 2006 and July 31, 2005, respectively; issued 23,052,593 shares and 22,781,678 shares at July 31, 2006 and 2005, respectively |
2,305,000 | 2,278,000 | |||||
Additional paid-in capital | 139,487,000 | 127,170,000 | |||||
Retained earnings | 112,635,000 | 67,366,000 | |||||
|
|
||||||
254,427,000 | 196,814,000 | ||||||
Less: | |||||||
Treasury stock (210,937 shares) | (185,000 | ) | (185,000 | ) | |||
|
|
||||||
Total stockholders equity | 254,242,000 | 196,629,000 | |||||
|
|
||||||
Total liabilities and stockholders equity | $ | 455,266,000 | 382,403,000 | ||||
|
|
See accompanying notes to consolidated financial statements. |
F-4 |
COMTECH TELECOMMUNICATIONS CORP.
|
2006 | 2005 | 2004 | ||||||||||
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|
||||||||||
Net sales | $ | 391,511,000 | 307,890,000 | 223,390,000 | ||||||||
Cost of sales | 232,210,000 | 180,524,000 | 135,858,000 | |||||||||
|
|
|
||||||||||
Gross profit | 159,301,000 | 127,366,000 | 87,532,000 | |||||||||
|
|
|
||||||||||
Expenses: | ||||||||||||
Selling, general and administrative | 67,071,000 | 51,819,000 | 36,016,000 | |||||||||
Research and development | 25,834,000 | 21,155,000 | 15,907,000 | |||||||||
In-process research and development | | | 940,000 | |||||||||
Amortization of intangibles | 2,465,000 | 2,328,000 | 2,067,000 | |||||||||
|
|
|
||||||||||
95,370,000 | 75,302,000 | 54,930,000 | ||||||||||
|
|
|
||||||||||
Operating income | 63,931,000 | 52,064,000 | 32,602,000 | |||||||||
Other expenses (income): | ||||||||||||
Interest expense | 2,687,000 | 2,679,000 | 1,425,000 | |||||||||
Interest income | (9,243,000 | ) | (4,072,000 | ) | (921,000 | ) | ||||||
|
|
|
||||||||||
Income before provision for income taxes | 70,487,000 | 53,457,000 | 32,098,000 | |||||||||
Provision for income taxes | 25,218,000 | 16,802,000 | 10,271,000 | |||||||||
|
|
|
||||||||||
Net income | $ | 45,269,000 | 36,655,000 | 21,827,000 | ||||||||
|
|
|
||||||||||
Net income per share (See Note 1(i)): | ||||||||||||
Basic | $ | 1.99 | 1.69 | 1.03 | ||||||||
|
|
|
||||||||||
Diluted | $ | 1.72 | 1.42 | 0.92 | ||||||||
|
|
|
||||||||||
Weighted average number of common shares
outstanding basic |
22,753,000 | 21,673,000 | 21,178,000 | |||||||||
|
|
|
||||||||||
Weighted average number of common and common
equivalent shares outstanding assuming dilution diluted |
27,324,000 | 27,064,000 | 24,781,000 | |||||||||
|
|
|
See accompanying notes to consolidated financial statements. |
F-5 |
COMTECH TELECOMMUNICATIONS CORP.
|
Common Stock |
Additional
Paid-in Capital |
Retained
Earnings |
Treasury Stock |
Deferred
Compensation |
Stockholders
Equity |
Comprehensive
Income |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance July 31, 2003 | 21,031,153 | $ | 2,103,000 | $ | 106,872,000 | $ | 8,884,000 | 210,937 | $ | (185,000 | ) | $ | (106,000 | ) | $ | 117,568,000 | $ | 9,709,000 | ||||||||
|
||||||||||||||||||||||||||
Amortization of deferred
compensation |
| | | | | | 106,000 | 106,000 | | |||||||||||||||||
Issuance of shares - stock options
exercised and related income tax benefit |
450,210 | 45,000 | 2,470,000 | | | | | 2,515,000 | | |||||||||||||||||
Issuance of shares - employee
stock purchase plan |
28,269 | 3,000 | 352,000 | | | | | 355,000 | | |||||||||||||||||
Issuance of shares - warrants
exercised |
47,370 | 5,000 | 22,000 | | | | | 27,000 | | |||||||||||||||||
Net income | | | | 21,827,000 | | | | 21,827,000 | 21,827,000 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance July 31, 2004 | 21,557,002 | 2,156,000 | 109,716,000 | 30,711,000 | 210,937 | (185,000 | ) | | 142,398,000 | 21,827,000 | ||||||||||||||||
|
||||||||||||||||||||||||||
Issuance of shares - stock options
exercised and related income tax benefit |
1,209,799 | 121,000 | 17,012,000 | | | | | 17,133,000 | | |||||||||||||||||
Issuance of shares - employee
stock purchase plan |
28,827 | 3,000 | 517,000 | | | | | 520,000 | | |||||||||||||||||
Termination of unvested restricted
shares issued pursuant to employee stock award agreement |
(13,950 | ) | (2,000 | ) | (75,000 | ) | | | | | (77,000 | ) | ||||||||||||||
Net income | | | | 36,655,000 | | | | 36,655,000 | 36,655,000 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance July 31, 2005 | 22,781,678 | 2,278,000 | 127,170,000 | 67,366,000 | 210,937 | (185,000 | ) | | 196,629,000 | 36,655,000 | ||||||||||||||||
|
||||||||||||||||||||||||||
Stock-based compensation
programs |
| | 5,742,000 | | | | | 5,742,000 | | |||||||||||||||||
Issuance of shares - stock
options exercised and related income tax benefit |
244,737 | 24,000 | 5,904,000 | | | | | 5,928,000 | | |||||||||||||||||
Issuance of shares - employee
stock purchase plan |
26,178 | 3,000 | 671,000 | | | | | 674,000 | | |||||||||||||||||
Net income | | | | 45,269,000 | | | | 45,269,000 | 45,269,000 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance July 31, 2006 | 23,052,593 | $ | 2,305,000 | $ | 139,487,000 | $ | 112,635,000 | 210,937 | $ | (185,000 | ) | $ | | $ | 254,242,000 | $ | 45,269,000 | |||||||||
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements. |
F-6 |
COMTECH TELECOMMUNICATIONS CORP.
|
2006 | 2005 | 2004 | |||||
---|---|---|---|---|---|---|---|
|
|
|
|||||
Cash flows from operating activities: | |||||||
Net income | $ | 45,269,000 | 36,655,000 | 21,827,000 | |||
Adjustments to reconcile net income to net cash provided by
operating activities: |
|||||||
Depreciation and amortization of property, plant and equipment | 6,242,000 | 5,315,000 | 4,341,000 | ||||
Amortization of intangible assets with finite lives | 2,465,000 | 2,328,000 | 2,067,000 | ||||
Amortization of stock-based compensation | 5,681,000 | | | ||||
Amortization of deferred compensation | | | 106,000 | ||||
Amortization of deferred financing costs | 546,000 | 546,000 | 280,000 | ||||
Loss on disposal of property, plant and equipment | 36,000 | 284,000 | 91,000 | ||||
Write-off of in-process research and development | | | 940,000 | ||||
Provision for allowance for doubtful accounts | 748,000 | 287,000 | 147,000 | ||||
Provision for excess and obsolete inventory | 2,030,000 | 2,098,000 | 1,193,000 | ||||
Income tax benefit from stock option exercises | | 9,896,000 | 1,001,000 | ||||
Excess income tax benefit from stock option exercises | (4,065,000 | ) | | | |||
Deferred income tax expense | 832,000 | 2,768,000 | 2,079,000 | ||||
Changes in assets and liabilities, net of effects of
acquisitions: |
|||||||
Restricted cash securing letter of credit obligations | 31,000 | 3,020,000 | 234,000 | ||||
Accounts receivable | (14,743,000 | ) | (13,337,000 | ) | (16,453,000 | ) | |
Inventories | (17,909,000 | ) | (7,236,000 | ) | (5,152,000 | ) | |
Prepaid expenses and other current assets | (2,791,000 | ) | (2,373,000 | ) | 284,000 | ||
Other assets | (260,000 | ) | 69,000 | 44,000 | |||
Accounts payable | 4,760,000 | 14,011,000 | (1,961,000 | ) | |||
Accrued expenses and other current liabilities | 7,733,000 | 12,532,000 | 6,915,000 | ||||
Customer advances and deposits | (1,738,000 | ) | (2,008,000 | ) | 4,799,000 | ||
Deferred service revenue | 1,686,000 | (5,506,000 | ) | 2,556,000 | |||
Interest payable | | (23,000 | ) | 1,073,000 | |||
Income taxes payable | 7,777,000 | (3,272,000 | ) | (2,133,000 | ) | ||
|
|
|
|||||
Net cash provided by operating activities | 44,330,000 | 56,054,000 | 24,278,000 | ||||
|
|
|
|||||
Cash flows from investing activities: | |||||||
Purchases of property, plant and equipment | (12,327,000 | ) | (9,532,000 | ) | (6,591,000 | ) | |
Purchases of other intangibles with finite lives | (197,000 | ) | (75,000 | ) | | ||
Payments for business acquisitions | (1,000,000 | ) | (2,735,000 | ) | (5,187,000 | ) | |
|
|
|
|||||
Net cash used in investing activities | (13,524,000 | ) | (12,342,000 | ) | (11,778,000 | ) | |
|
|
|
|||||
Cash flows from financing activities: | |||||||
Net proceeds from issuance of convertible senior notes | | | 101,179,000 | ||||
Principal payments on other obligations | (234,000 | ) | (271,000 | ) | (900,000 | ) | |
Excess income tax benefit from stock option exercises | 4,065,000 | | | ||||
Proceeds from exercises of stock options and warrants | 1,863,000 | 7,160,000 | 1,541,000 | ||||
Proceeds from issuance of employee stock purchase plan shares | 674,000 | 520,000 | 355,000 | ||||
|
|
|
|||||
Net cash provided by financing activities | 6,368,000 | 7,409,000 | 102,175,000 | ||||
|
|
|
(Continued) |
F-7 |
COMTECH TELECOMMUNICATIONS CORP.
|
2006 | 2005 | 2004 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
||||||||||
Net increase in cash and cash equivalents | $ | 37,174,000 | 51,121,000 | 114,675,000 | ||||||||
Cash and cash equivalents at beginning of period | 214,413,000 | 163,292,000 | 48,617,000 | |||||||||
|
|
|
||||||||||
Cash and cash equivalents at end of period | $ | 251,587,000 | 214,413,000 | 163,292,000 | ||||||||
|
|
|
||||||||||
Supplemental cash flow disclosure | ||||||||||||
Cash paid during the period for: | ||||||||||||
Interest | $ | 2,142,000 | 2,156,000 | 55,000 | ||||||||
|
|
|
||||||||||
Income taxes | $ | 16,573,000 | 7,456,000 | 9,324,000 | ||||||||
|
|
|
||||||||||
Non cash investing activities: | ||||||||||||
Purchase of proprietary technology through financing
obligation |
$ | | 509,000 | | ||||||||
|
|
|
||||||||||
Accrued business acquisition payments (See Note 2) | $ | | 1,000,000 | | ||||||||
|
|
|
See accompanying notes to consolidated financial statements. |
F-8 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements (1) Summary of Significant Accounting and Reporting Policies |
(a) | Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of Comtech Telecommunications
Corp. and its subsidiaries (the Company), all of which are wholly owned. All significant
intercompany balances and transactions have been eliminated in consolidation.
|
|
(b) | Nature of Business | |
The Company designs, develops, produces and markets innovative products, systems and services for advanced
communications solutions.
|
||
The Companys business is highly competitive and characterized by rapid technological change.
The Companys growth and financial position depends, among other things, on its ability to keep
pace with such changes and developments and to respond to the sophisticated requirements of an increasing
variety of electronic equipment users. Many of the Companys competitors are substantially larger,
and have significantly greater financial, marketing and operating resources and broader product lines
than the Company. A significant technological breakthrough by others, including smaller competitors
or new companies, could have a material adverse effect on the Companys business. In addition,
certain of the Companys customers have technological capabilities in the Companys product
areas and could choose to replace the Companys products with their own.
|
||
International sales expose the Company to certain risks, including barriers to trade, fluctuations
in foreign currency exchange rates (which may make the Companys products less price competitive),
political and economic instability, availability of suitable export financing, export license requirements,
tariff regulations, and other United States (U.S.) and foreign regulations that may apply
to the export of the Companys products, as well as the generally greater difficulties of doing
business abroad. The Company attempts to reduce the risk of doing business in foreign countries by
seeking contracts denominated in U.S. dollars, advance or milestone payments, credit insurance and
irrevocable letters of credit in its favor.
|
||
Pursuant to a contract award issued in July 1999, the Company is currently the sole provider of the
U.S. Army logistics communitys Movement Tracking System (MTS). The contact expires
in July 2007, can be terminated at any time, and is not subject to automatic renewals or extension.
The loss of the MTS contract would have a material adverse effect on the Companys future business,
results of operations and financial condition.
|
||
(c) | Revenue Recognition | |
Revenue is generally recognized when the earnings process is complete, upon shipment or customer acceptance.
Revenue from contracts relating to the design, development or manufacturing of complex electronic
equipment to a buyers specification or to provide services relating to the performance of such
contracts is recognized using the percentage-of-completion method. Revenue recognition using the
percentage-of-completion method is based on the relationship of total costs incurred to total projected
costs, or, alternatively, based on output measures, such as units delivered. Provision for anticipated
losses on uncompleted contracts is made in the period in which such losses become evident.
|
|
The Company has historically demonstrated an ability to estimate contract revenues and expenses in
applying the percentage-of-completion method of accounting. However, there exist risks and uncertainties
in estimating future revenues and expenses, particularly on larger or longer-term contracts. Changes
to such estimates could have a material effect on the Companys consolidated financial position
and results of operations.
|
F-9 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
Revenue recognized in excess of amounts billable under long-term contracts accounted for under the
percentage-of-completion method are recorded as unbilled receivables in the accompanying consolidated
balance sheets. Unbilled receivables are billable upon various events, including the attainment of
performance milestones, delivery of hardware, submission of progress bills based on time and materials,
or completion of the contract.
|
|
In the case of the Companys mobile data communications segments MTS contract with the U.S.
Army, the Company utilizes the percentage-of-completion method and estimates total contract revenues,
which are subject to annual funding appropriations. However, the Company does not recognize revenue,
or record unbilled receivables, until it receives fully funded orders. MTS service-time revenue is
recognized based on a network availability method which recognizes prepaid service time on a straight-line
basis from the date of shipment through the end of the contract term in July 2007.
|
|
Most government contracts have termination for convenience clauses that provide the customer with the
right to terminate the contract at any time. Historically, the Company has not experienced material
contract terminations or write-offs of unbilled receivables. The Company addresses customer acceptance
provisions in assessing its ability to perform its contractual obligations under long-term contracts.
Historically, the Company has been able to perform on its long-term contracts.
|
|
Revenue from contracts that contain multiple elements that are not accounted for under the percentage-of-completion
method are accounted for in accordance with Emerging Issues Task Force (EITF) Issue No.
00-21, Accounting for Revenue Arrangements with Multiple Deliverables. Revenue from
these contracts is allocated to each respective element based on each elements relative fair
value and is recognized when the respective revenue recognition criteria for each element are met.
|
|
(d) | Cash, Cash Equivalents and Restricted Cash | |
Cash equivalents are temporary cash investments with a maturity of three months or less when purchased.
Cash equivalents, primarily U.S. treasury securities with a maturity of three months or less, at
July 31, 2006 and 2005 amounted to $231,261,000 and $205,527,000, respectively. These investments
are carried at cost, which approximates fair market value. Restricted cash as of July 31, 2006 and
2005 represents the amount the Company has pledged against guarantees of performance on certain of
its contracts.
|
|
(e) | Inventories | |
Work-in-process inventory reflects all accumulated production costs, which are comprised of direct
production costs and overhead, and is reduced by amounts recorded in cost of sales as the related
revenue is recognized. These inventories are reduced to their estimated net realizable value by a
charge to cost of sales in the period such excess costs are determined.
|
|
Raw materials and components and finished goods inventory are stated at the lower of cost or market,
computed on the first-in, first-out (FIFO) method.
|
|
(f) | Long-Lived Assets | |
The Companys machinery and equipment, which are recorded at cost, are depreciated or amortized
over their estimated useful lives (three to eight years) under the straight-line method. Capitalized
values of properties and leasehold improvements under leases are amortized over the life of the lease
or the estimated life of the asset, whichever is less.
|
F-10 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
Goodwill represents the excess cost of a business acquisition over the fair value of the net assets
acquired. In accordance with the Financial Accounting Standards Boards (FASB) Statement
of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, goodwill is not amortized. The Company periodically, at least on an annual basis, reviews
goodwill, considering factors such as projected cash flows and revenue and earnings multiples, to
determine whether the carrying value of the goodwill is impaired. If the goodwill is deemed to be
impaired, the difference between the carrying amount reflected in the financial statements and the
estimated fair value is recognized as an expense in the period in which the impairment occurs. The
Company defines its reporting units to be the same as its segments.
|
|
The Company assesses the recoverability of the carrying value of its other long-lived assets, including
identifiable intangible assets with finite useful lives, whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be recoverable. The Company evaluates the
recoverability of such assets based upon the expectations of undiscounted cash flows from such assets.
If the sum of the expected future undiscounted cash flows were less than the carrying amount of the
asset, a loss would be recognized for the difference between the fair value and the carrying amount.
|
|
(g) | Research and Development Costs | |
The Company charges research and development costs to operations as incurred, except in those cases
in which such costs are reimbursable under customer funded contracts. In fiscal 2006, 2005 and 2004,
the Company was reimbursed by customers for such activities in the amount of $4,409,000, $3,001,000
and $5,749,000, respectively.
|
|
(h) | Income Taxes | |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and
operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
the enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date.
|
|
(i) | Earnings Per Share | |
The Company calculates earnings per share (EPS) in accordance with SFAS No. 128, Earnings
per Share. Basic EPS is computed based on the weighted average number of shares outstanding.
Diluted EPS reflects the dilution from potential common stock issuable pursuant to the exercise of
stock options, warrants and convertible senior notes, if dilutive, outstanding during each period.
Stock options to purchase 712,000, 49,000 and 105,000 shares for fiscal 2006, 2005 and 2004, respectively,
were not included in the EPS calculation because their effect would have been anti-dilutive.
|
|
In accordance with EITF Issue No. 04-8, The Effect of Contingently Convertible Instruments on
Diluted Earnings per Share, the Company has (i) included the impact of the assumed conversion
of its 2.0% convertible senior notes in calculating diluted EPS commencing in the fiscal quarter
ended January 31, 2005 and (ii) restated prior periods diluted EPS for comparative purposes.
|
F-11 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations:
|
|
|
||||||||
---|---|---|---|---|---|---|---|---|
Fiscal Years Ended July 31, | ||||||||
|
||||||||
2006 | 2005 | 2004 | ||||||
|
|
|
||||||
Numerator: | ||||||||
Net income for basic calculation | $ | 45,269,000 | 36,655,000 | 21,827,000 | ||||
Effect of dilutive securities: | ||||||||
Interest expense (net of tax) on
convertible senior notes |
1,662,000 | 1,817,000 | 925,000 | |||||
|
|
|
||||||
Numerator for diluted calculation | $ | 46,931,000 | 38,472,000 | 22,752,000 | ||||
|
|
|
||||||
Denominator: | ||||||||
Denominator for basic calculation | 22,753,000 | 21,673,000 | 21,178,000 | |||||
Effect of dilutive securities: | ||||||||
Stock options | 1,238,000 | 2,058,000 | 1,890,000 | |||||
Conversion of convertible
senior notes |
3,333,000 | 3,333,000 | 1,713,000 | |||||
|
|
|
||||||
Denominator for diluted calculation | 27,324,000 | 27,064,000 | 24,781,000 | |||||
|
|
|
(j) | Accounting for Stock-Based Compensation | |
Effective August 1, 2005, the Company adopted the provisions of SFAS No. 123(R), Share-Based
Payment, which establishes the accounting for employee stock-based awards. Under the provisions
of SFAS No. 123(R), stock-based compensation is measured at the grant date, based on the calculated
fair value of the award, and is recognized as an expense over the requisite employee service period
(generally the vesting period of the grant). The Company adopted SFAS No. 123(R) using the modified
prospective method and, as a result, periods prior to August 1, 2005 have not been restated.
|
|
The Company recognized stock-based compensation for awards issued under the Companys Stock Option
Plans and 2001 Employee Stock Purchase Plan (the ESPP), in the following line items in
the Consolidated Statement of Operations:
|
|
|
|||||
Fiscal Year Ended
July 31, 2006 |
|||||
|
|||||
Cost of sales | $ | 385,000 | |||
Selling, general and administrative expenses | 4,585,000 | ||||
Research and development expenses | 711,000 | ||||
|
|||||
Stock-based compensation expense before income tax benefit | 5,681,000 | ||||
Income tax benefit | (1,312,000 | ) | |||
|
|||||
Net compensation expense | $ | 4,369,000 | |||
|
Of the $5,681,000 of stock-based compensation expense before income tax benefit, $163,000 relates to
awards issued pursuant to the ESPP. Stock-based compensation that was capitalized and included in
ending inventory at July 31, 2006 was $61,000.
|
|
During fiscal 2005 and 2004 (and for periods prior to August 1, 2005), the Company recorded compensation
expense for employee stock options based upon their intrinsic value on the date of grant pursuant
to Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
to Employees. Since the exercise price for such options was equal to the fair market value
of the Companys stock at the date of grant, the stock options had no intrinsic value upon grant
and, therefore, no expense was recorded in those respective Consolidated Statements of Operations.
|
|
Stock-based compensation expense, net of the related income tax benefit, resulted in a decrease of
$0.19 and $0.14 in basic and diluted earnings per share, respectively, for fiscal 2006.
|
F-12 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
Had the compensation cost of the Companys employee stock award plans for fiscal 2005 and 2004
been determined in accordance with SFAS No. 123, the Companys pro forma net income and net
income per share would have been:
|
|
|
|||||||||
Fiscal Years Ended July 31, | |||||||||
|
|||||||||
2005 | 2004 | ||||||||
|
|||||||||
Net income, as reported | $ | 36,655,000 | 21,827,000 | ||||||
Less: Total stock-based employee compensation expense
determined under fair value based method for all awards, net of related tax effects |
(4,236,000 | ) | (1,615,000 | ) | |||||
|
|
||||||||
Pro forma net income | $ | 32,419,000 | 20,212,000 | ||||||
|
|
||||||||
Net income per share: | |||||||||
As reported | Basic | $ | 1.69 | 1.03 | |||||
Diluted | $ | 1.42 | 0.92 | ||||||
Pro forma | Basic | $ | 1.50 | 0.95 | |||||
Diluted | $ | 1.28 | 0.85 | ||||||
Under the modified prospective method, SFAS No. 123(R) applies to new awards and to awards outstanding
on the effective date that are subsequently modified or cancelled. Compensation expense for outstanding
awards for which the requisite service had not been rendered as of July 31, 2005 is being recognized
over the remaining service period using the compensation cost calculated for pro forma disclosure
purposes under SFAS No. 123. The Company has elected to value graded vesting awards based on vesting
tranches. Prior to the adoption of SFAS No. 123(R), the Company valued graded vesting awards based
on the entire award for purposes of pro forma disclosure. The Company amortizes the fair values of
all awards on a straight-line basis over the total requisite service period. Cumulative compensation
expense recognized at any date will at least equal the grant date fair value of the vested portion
of the award at that time. Additionally, the Company includes the excess hypothetical tax benefit
related to stock options which were fully vested upon adoption of SFAS No. 123(R) when calculating
earnings per share.
|
|
The Company estimates the fair value of stock options using the Black-Scholes option pricing model.
The Company believes that the valuation technique and the approach utilized to develop the underlying
assumptions are appropriate in calculating the fair values of the Companys stock options granted
during fiscal 2006. Estimates of fair value are not intended to predict actual future events or the
value ultimately realized by the employees who receive equity awards.
|
|
The per share weighted average fair value of stock options granted during fiscal 2006, 2005 and 2004
was $14.03, $8.52 and $6.59, respectively. In addition to the exercise and grant date prices of the
awards, certain weighted average assumptions that were used to estimate the fair value of stock option
grants in the respective periods are listed in the table below:
|
|
|
|||||||||||
Fiscal Years Ended July 31, | |||||||||||
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2006 | 2005 | 2004 | |||||||||
|
|
|
|||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||
Expected volatility | 51.44 | % | 64.83 | % | 53.67 | % | |||||
Risk-free interest rate | 4.20 | % | 3.70 | % | 3.31 | % | |||||
Expected life (years) | 3.63 | 5.00 | 5.00 |
Options granted during fiscal 2006 have exercise prices equal to the fair market value of the stock
on the date of grant, a contractual term of five years and a vesting period of three years. All options
granted through July 31, 2005 had exercise prices equal to the fair market value of the stock on
the date of grant, a contractual term of ten years and generally a vesting period of five years.
As of July 31, 2006, the weighted average estimated forfeiture rate was 8.2%.
|
F-13 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
The Company estimates expected volatility by considering the historical volatility of the Companys stock, the implied volatility of publicly traded stock options in the Companys stock and the
Companys expectations of volatility for the expected term of stock-based compensation awards.
The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant.
The expected option term is the number of years that the Company estimates that options will be outstanding
prior to exercise. The expected term of the awards issued after July 31, 2005 was determined using
the simplified method prescribed in SEC Staff Accounting Bulletin (SAB)
No. 107.
|
|
The actual income tax benefit recorded relating to the exercise of stock option awards was $4,065,000
for fiscal 2006 and is classified as a financing cash inflow in the Companys Consolidated Statement
of Cash Flows. Prior to the adoption of SFAS No. 123(R), the Company presented all tax benefits related
to stock-based compensation as an operating cash inflow. The actual income tax benefit recorded relating
to the exercise of stock option awards was $9,896,000 and $1,001,000 for fiscal 2005 and 2004, respectively.
The Company settles employee stock option exercises with new shares.
|
|
At July 31, 2006, total remaining unrecognized compensation cost related to unvested stock-based payment
awards was $12,541,000, net of estimated forfeitures. That cost is expected to be recognized over
a weighted average period of 2.4 years.
|
|
On August 1, 2006, the first day of the Companys 2007 fiscal year, the Company authorized, in
accordance with the Companys 2000 Stock Incentive Plan, the award of stock options to purchase
a total of 635,100 shares of common stock. Total unrecognized compensation cost, net of estimated
forfeitures, related to this award was $6,359,000. The compensation cost related to these options
will be recognized on a straight-line basis over the related three-year service period.
|
|
(k) | Financial Instruments | |
The Company believes that the book value of its current monetary assets and liabilities approximates
fair value as a result of the short-term nature of such assets and liabilities. The Company further
believes that the fair market value of its capital lease obligations does not differ materially from
the carrying value. As of July 31, 2006, the Company estimates the fair market value of its 2.0%
convertible senior notes to be $109,000,000 based on recent trading activity.
|
|
(l) | Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities,
at the date of the financial statements and the reported amounts of revenues and expenses during
the reported period. The Company makes significant estimates in many areas of its accounting, including
but not limited to the following: long-term contracts, stock-based compensation, intangible assets,
provision for excess and obsolete inventory, allowance for doubtful accounts, warranty obligations
and income taxes. Actual results may differ from those estimates.
|
|
(m) | Comprehensive Income | |
The Company has adopted SFAS No. 130, Reporting Comprehensive Income, which requires companies
to report all changes in equity during a period, except those resulting from investment by owners
and distribution to owners, for the period in which they are recognized. Comprehensive income is
the total of net income and all other non-owner changes in equity (or other comprehensive income)
such as unrealized gains/losses on securities classified as available-for-sale, foreign currency
translation adjustments and minimum pension liability adjustments. Comprehensive income was the same
as net income in fiscal 2006, 2005 and 2004.
|
F-14 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
(n) | Reclassifications | |
Certain reclassifications have been made to previously reported consolidated financial statements to
conform to the fiscal 2006 presentation.
|
(2) Acquisitions |
In May 2004, the Company acquired certain assets and product lines and assumed certain liabilities
of Memotec, Inc. (Memotec), a subsidiary of Kontron AG, and at the same time, purchased
related inventory owned by Kontron Canada Inc., for an aggregate purchase price of $5,187,000, including
transaction costs of $161,000. Sales and income for fiscal 2004 relating to the Memotec assets acquired
would not have been material to the Companys results of operations for that period.
|
|
In February 2005, the Company acquired certain assets and assumed certain liabilities of Tolt Technologies,
Inc. (Tolt). Sales and income for fiscal 2005 and 2004 relating to the Tolt assets acquired
would not have been material to the Companys results of operations for those periods. The purchase
price of the business was $3,735,000, including transaction costs of $235,000. Of the total purchase
price excluding transaction costs, $2,500,000 was paid at closing and the remaining $1,000,000 was
paid in fiscal 2006.
|
|
The Memotec and Tolt purchase prices were allocated as follows: | |
Memotec | Tolt | Estimated Useful Lives | |||||||
|
|
|
|||||||
Fair value of net tangible
assets acquired |
$ | 1,990,000 | 4,000 | ||||||
Adjustments to record
intangible assets and liabilities at fair value: |
|||||||||
In-process research and
development |
940,000 | | | ||||||
Proprietary and core
technology |
820,000 | | 8-9 years | ||||||
Existing technology | 190,000 | | 7-9 years | ||||||
Other intangibles | 410,000 | 160,000 | 6 months to 10 years | ||||||
Goodwill | 947,000 | 3,571,000 | Infinite | ||||||
Deferred tax liability | (110,000 | ) | | ||||||
|
|
||||||||
3,197,000 | 3,731,000 | ||||||||
|
|
||||||||
Aggregate purchase price | $ | 5,187,000 | 3,735,000 | ||||||
|
|
For Memotec, the valuation of the in-process research and development, existing technology and most
other intangibles was based on the value of the discounted cash flows that the assets could be expected
to generate in the future. The valuation of the core technology was based on the discounted capitalization
of the royalty expense saved since the Company owns the asset. For Tolt, the purchase price was substantially
allocated to goodwill (which includes assembled workforce).
|
F-15 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
The value ascribed to the Memotec in-process research and development acquired was expensed in fiscal
2004. The following table includes the specific nature and fair value allocated to each significant
in-process research and development project acquired, as well as significant appraisal assumptions
used as of the acquisition date and the current project status.
|
|
As of the Acquisition Date | ||||||||||||||
|
||||||||||||||
Specific Nature
of R&D Projects |
Fair Market
Value Allocated |
% of
Estimated Efforts Complete |
Original
Anticipated Completion Date |
Discount
Rate |
Fiscal Year
Cash Flows Projected To Commence |
Project
Status as of July 31, 2006 |
||||||||
|
|
|
|
|
|
|
||||||||
Technology for bandwidth
optimization #1 |
$ | 680,000 | 78 % | January 2005 | 35 % | 2005 | Complete | |||||||
Technology for bandwidth
optimization #2 |
260,000 | 24 % | August 2005 | 40 % | 2006 | Cancelled | ||||||||
|
||||||||||||||
Total | $ | 940,000 | ||||||||||||
|
Our purchased in-process research and development efforts are complex and unique in light of the nature
of the technology, which is generally state-of-the-art. The Company does not believe that the failure
to complete the cancelled Memotec project will have a material impact on the Companys consolidated
results of operations.
|
|
As discussed in Note 18, in August 2006, the Company acquired certain assets and assumed certain liabilities
of Insite Consulting, Inc. (Insite), a logistics application software company, for $2.7
million, plus certain earn-out payments based on the achievement of future sales targets.
|
(3) Accounts Receivable |
Accounts receivable consist of the following at July 31, 2006 and 2005: | |
2006 | 2005 | ||||||
|
|
||||||
Accounts receivable from commercial customers | $ | 36,700,000 | 30,967,000 | ||||
Unbilled receivables (including retainages) on contracts-in-progress | 10,361,000 | 8,811,000 | |||||
Amounts receivable from the U.S. government and its agencies | 24,362,000 | 16,910,000 | |||||
|
|
||||||
71,423,000 | 56,688,000 | ||||||
Less allowance for doubtful accounts | 1,376,000 | 636,000 | |||||
|
|
||||||
Accounts receivable, net | $ | 70,047,000 | 56,052,000 | ||||
|
|
There was no retainage included in unbilled receivables at July 31, 2006. There was $2,684,000 of retainage
included in unbilled receivables at July 31, 2005.
|
|
As of July 31, 2006, a prime contractor represented 16.6% of total net accounts receivable which primarily
relates to a large over-the-horizon microwave system contract in our telecommunications transmission
segment.
|
F-16 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued (4) Inventories Inventories consist of the following at July 31, 2006 and 2005: |
2006 |
2005
|
|||||||
|
|
|||||||
Raw materials and components | $ | 35,835,000 | 26,816,000 | |||||
Work-in-process and finished goods | 31,331,000 | 24,796,000 | ||||||
|
|
|||||||
67,166,000 | 51,612,000 | |||||||
Less reserve for excess and obsolete inventories | 6,123,000 | 6,509,000 | ||||||
|
|
|||||||
Inventories, net | $ | 61,043,000 | 45,103,000 | |||||
|
|
Inventories directly related to long-term contracts were $8,349,000 and $8,925,000 at July 31, 2006
and 2005, respectively. At July 31, 2006, $3,406,000 of the inventory balance above related to a
contract from a third party commercial customer to outsource its manufacturing. The decrease in the
reserve from July 31, 2005 to July 31, 2006, primarily related to the write-off of previously reserved
inventory during fiscal 2006, largely offset by the fiscal 2006 provision for excess and obsolete
inventory.
|
|
(5) Property, Plant and Equipment | |
Property, plant and equipment consists of the following at July 31, 2006 and 2005: |
2006 |
2005
|
|||||||
|
|
|||||||
Machinery and equipment | $ | 54,305,000 | 43,060,000 | |||||
Leasehold improvements | 4,338,000 | 3,715,000 | ||||||
Equipment financed by capital lease | 522,000 | 522,000 | ||||||
|
|
|||||||
59,165,000 | 47,297,000 | |||||||
Less accumulated depreciation and amortization | 34,433,000 | 28,614,000 | ||||||
|
|
|||||||
Property, plant and equipment, net | $ | 24,732,000 | 18,683,000 | |||||
|
|
Depreciation and amortization expense on property, plant and equipment amounted to approximately $6,242,000,
$5,315,000 and $4,341,000, for the fiscal years ended July 31, 2006, 2005 and 2004, respectively.
|
|
(6) Accrued Expenses and Other Current Liabilities | |
Accrued expenses and other current liabilities consist of the following at July 31, 2006 and 2005: |
2006 |
2005
|
|||||||
|
|
|||||||
Accrued wages and benefits | $ | 17,361,000 | 14,439,000 | |||||
Accrued commissions | 5,745,000 | 5,049,000 | ||||||
Accrued warranty | 10,468,000 | 7,910,000 | ||||||
Accrued hurricane related costs (See Note 13(c)) | 2,240,000 | 2,331,000 | ||||||
Accrued business acquisition payments | | 1,000,000 | ||||||
Other | 5,416,000 | 3,768,000 | ||||||
|
|
|||||||
Accrued expenses and other current liabilities | $ | 41,230,000 | 34,497,000 | |||||
|
|
F-17 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
The Company provides standard warranty coverage for most of its products for a period of at least one
year from the date of shipment. The Company records a liability for estimated warranty expense based
on historical claims, product failure rates and other factors. Changes in the Companys product
warranty liability during the fiscal years ended July 31, 2006 and 2005 were as follows:
|
|
2006
|
2005
|
|||||||
|
|
|||||||
Balance at beginning of period | $ | 7,910,000 | 4,990,000 | |||||
Provision for warranty obligations | 7,260,000 | 5,958,000 | ||||||
Acquired obligations | | 450,000 | ||||||
Charges incurred | (4,702,000 | ) | (3,488,000 | ) | ||||
|
|
|||||||
Balance at end of period | $ | 10,468,000 | 7,910,000 | |||||
|
|
(7) Other Obligations Other obligations consist of the following at July 31, 2006 and 2005: |
2006
|
2005
|
|||||||
|
|
|||||||
Obligations under capital leases and for technology purchase | $ | 397,000 | 631,000 | |||||
Less current installments | 154,000 | 235,000 | ||||||
|
|
|||||||
$ | 243,000 | 396,000 | ||||||
|
|
|
|
Other obligations in both years related to certain equipment and a technology license. The net carrying
value of assets under these obligations was $830,000 and $864,000 at July 31, 2006 and 2005, respectively.
|
Future minimum lease payments under other obligations as of July 31, 2006 are as follows: | |
Fiscal years ending July 31, | ||||||
2007 | $ | 180,000 | ||||
2008 | 150,000 | |||||
2009 | 113,000 | |||||
|
||||||
Total minimum lease payments | 443,000 | |||||
Less amounts representing interest (at rates ranging from 6.90% to 8.0%) | 46,000 | |||||
|
||||||
397,000 | ||||||
Less current installments | 154,000 | |||||
|
||||||
Other obligations, net of current installments | $ | 243,000 | ||||
|
(8) 2.0% Convertible Senior Notes due 2024 |
On January 27, 2004, the Company issued $105,000,000 of its 2.0% convertible senior notes in a private
offering pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from
this transaction were $101,179,000 after deducting the initial purchasers discount and other
transaction costs of $3,821,000.
|
|
The notes bear interest at an annual rate of 2.0% and, during certain periods, the notes are convertible
into shares of the Companys common stock at an initial conversion price of $31.50 per share
(a conversion rate of 31.7460 shares per $1,000 original principal amount of notes), subject to adjustment
in certain circumstances. The notes may be converted if, during a conversion period on each of at
least 20 trading days, the closing sale price of the Companys common stock exceeds 120% of
the conversion price in effect. Upon conversion of the notes, in lieu of delivering common stock,
the Company may, in its discretion, deliver cash or a combination of cash and common stock. The Company
may, at its option, redeem some or all of the notes on or after February 4, 2009. Holders of the
notes will have the right to require the Company to repurchase some or all of the outstanding notes
on February 1, 2011, February 1, 2014 and February 1, 2019 and upon certain events, including a change
in control. If not redeemed by the Company or repaid pursuant to the holders right to require
repurchase, the notes mature on February 1, 2024.
|
|
The 2.0% interest is payable in cash, semi-annually, through February 1, 2011. After such date, the
2.0% interest will be accreted into the principal amount of the notes. Also, commencing with the
six-month period
|
F-18 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
beginning February 1, 2009, if the average note price for the applicable trading period equals 120%
or more of the accreted principal amount of such notes, the Company will pay contingent interest
at an annual rate of 0.25%.
|
|
The notes are general unsecured obligations of the Company, ranking equally in right of payment with
all of its other existing and future unsecured senior indebtedness and senior in right of payment
to any of its future subordinated indebtedness. All of Comtech Telecommunications Corp.s (the
Parent) wholly-owned subsidiaries have issued full and unconditional guarantees in favor
of the holders of the Companys 2.0% convertible senior notes (the Guarantor Subsidiaries),
except for the subsidiary that purchased Memotec, Inc. in fiscal 2004 (the Non-Guarantor Subsidiary).
Tolt, which was purchased in February 2005, became a guarantor in July 2005. These full and unconditional
guarantees are joint and several. Other than supporting the operations of its subsidiaries, the Parent
has no independent assets or operations and there are currently no significant restrictions on its
ability, or the ability of the guarantors, to obtain funds from each other by dividend or loan. Consolidating
financial information regarding the Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiary
can be found in Note 17 to the consolidated financial statements beginning on page F-29.
|
|
The net proceeds of the offering are being used for working capital and general corporate purposes
and potentially may be used for future acquisitions of businesses or technologies or repurchases
of the Companys common stock. The Company filed a registration statement with the Securities
and Exchange Commission (SEC), which has become effective, for the resale of the notes
and the shares of common stock issuable upon conversion of the notes.
|
(9) Income Taxes |
The provision for income taxes included in the accompanying consolidated statements of operations consists
of the following:
|
|
|
|||||||||||
Fiscal Years Ended July 31,
|
|||||||||||
|
|||||||||||
2006 |
2005
|
2004 | |||||||||
|
|
|
|||||||||
Federal current | $ | 22,085,000 | 13,135,000 | 7,664,000 | |||||||
Federal deferred | 854,000 | 2,605,000 | 2,122,000 | ||||||||
State and local current | 1,539,000 | 931,000 | 504,000 | ||||||||
State and local deferred | 85,000 | 163,000 | 133,000 | ||||||||
Foreign current | 762,000 | (32,000 | ) | 24,000 | |||||||
Foreign deferred | (107,000 | ) | | (176,000 | ) | ||||||
|
|
|
|||||||||
$ | 25,218,000 | 16,802,000 | 10,271,000 | ||||||||
|
|
|
F-19 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
The provision for income taxes differed from the amounts computed by applying the U.S. Federal income
tax rate as a result of the following:
|
|
|
||||||||||||||||||
Fiscal Years Ended July 31, | ||||||||||||||||||
2006 | 2005 | 2004 | ||||||||||||||||
|
|
|
||||||||||||||||
Amount | Rate | Amount | Rate | Amount | Rate | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Computed expected tax expense | $ | 24,670,000 | 35.0 | % | 18,710,000 | 35.0 | % | 11,234,000 | 35.0 | % | ||||||||
Increase (reduction) in income taxes
resulting from: |
||||||||||||||||||
Nondeductible compensation | 961,000 | 1.4 | 906,000 | 1.7 | | | ||||||||||||
State and local income taxes,
net of Federal benefit |
922,000 | 1.3 | 711,000 | 1.3 | 414,000 | 1.3 | ||||||||||||
Nondeductible stock-based
compensation |
615,000 | 0.9 | | | | | ||||||||||||
Extraterritorial income
exclusion |
(726,000 | ) | (1.0 | ) | (1,862,000 | ) | (3.5 | ) | (856,000 | ) | (2.7 | ) | ||||||
Domestic production activities
deduction |
(646,000 | ) | (0.9 | ) | | | | | ||||||||||
Research and experimentation
credits |
(415,000 | ) | (0.6 | ) | (694,000 | ) | (1.3 | ) | (454,000 | ) | (1.4 | ) | ||||||
Change in the beginning of the
year valuation allowance for deferred tax assets |
(111,000 | ) | (0.2 | ) | (1,189,000 | ) | (2.2 | ) | (350,000 | ) | (1.1 | ) | ||||||
Other | (52,000 | ) | (0.1 | ) | 220,000 | 0.4 | 283,000 | 0.9 | ||||||||||
|
|
|
|
|
|
|||||||||||||
$ | 25,218,000 | 35.8 | % | 16,802,000 | 31.4 | % | 10,271,000 | 32.0 | % | |||||||||
|
|
|
|
|
|
|||||||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax
assets and liabilities at July 31, 2006 and 2005 are presented below.
|
|
2006 | 2005 | ||||||||
|
|
||||||||
Deferred tax assets: | |||||||||
Allowance for doubtful accounts receivable | $ | 404,000 | 236,000 | ||||||
Intangibles | 675,000 | 848,000 | |||||||
Inventory and warranty reserves | 5,025,000 | 4,930,000 | |||||||
Compensation and commissions | 2,049,000 | 1,925,000 | |||||||
State research and experimentation credits | 1,162,000 | 1,158,000 | |||||||
Stock-based compensation | 1,312,000 | | |||||||
Other | 1,245,000 | 1,001,000 | |||||||
Less valuation allowance | (1,362,000 | ) | (1,470,000 | ) | |||||
|
|
||||||||
Total deferred tax assets | 10,510,000 | 8,628,000 | |||||||
Deferred tax liabilities: | |||||||||
Convertible senior notes | (6,374,000 | ) | (3,836,000 | ) | |||||
Plant and equipment | (2,863,000 | ) | (2,687,000 | ) | |||||
|
|
||||||||
Total deferred tax liabilities | (9,237,000 | ) | (6,523,000 | ) | |||||
|
|
||||||||
Net deferred tax assets | $ | 1,273,000 | 2,105,000 | ||||||
|
|
The Company provides for income taxes under the provisions of SFAS No. 109, Accounting for Income
Taxes. SFAS No. 109 requires an asset and liability based approach in accounting for income
taxes. In assessing the realizability of deferred tax assets and liabilities, management considers
whether it is more likely than not that some portion or all of them will not be realized. As of July
31, 2006 and 2005, the Companys deferred tax asset has been offset by a valuation allowance
primarily related to state research and experimentation credits which may not be utilized in future
periods. The Company must generate approximately $32,000,000 of taxable income to fully utilize its
deferred tax assets. Management believes it is more likely than not that the results of future operations
will generate sufficient taxable income to realize the net deferred tax assets.
|
F-20 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
In fiscal 2006, the Companys Federal income tax return for the fiscal year ended July 31, 2004
was selected for audit by the Internal Revenue Service. The audit is in the early stages and additional
income tax returns for other fiscal years may be examined. If the outcome of the audit differs materially
from our original income tax provisions, the Companys results of operations and financial position
could be materially impacted.
|
(10) Stockholders Equity |
(a) Stock Split | |
In April 2005, the Company completed a three-for-two stock split, which was effected in the form of
a 50% stock dividend. All share and per share information in the consolidated financial statements
and notes thereto has been adjusted to reflect the stock split.
|
|
(b) Stock Option, Stock Purchase and Warrant Agreements | |
The Company has stock option and stock purchase plans and warrant agreements as follows: | |
1993 Incentive Stock Option Plan
The 1993 Incentive Stock Option Plan, as amended, provided for the granting to key employees
and officers of incentive and non-qualified stock options to purchase up to 2,345,625 shares of the
Companys common stock at prices generally not less than the fair market value at the date of
grant with the exception of anyone who, prior to the grant, owns more than 10% of the voting power,
in which case the exercise price cannot be less than 110% of the fair market value. In addition,
it provided formula grants to non-employee members of the Companys Board of Directors. The term of the options
could be no more than ten years. However, for incentive stock options granted to any employee who,
prior to the granting of the option, owns stock representing more than 10% of the voting power, the
option term could be no more than five years. As of July 31, 2006, the Company had granted stock
options representing the right to purchase an aggregate of 2,070,218 shares (net of 374,441 canceled
options) at prices ranging between $0.67 - $5.31 per share, of which 207,262 are outstanding at July
31, 2006. To date, 1,862,956 shares have been exercised. Outstanding awards have been transferred
to the 2000 Stock Incentive Plan. The terms applicable to these awards prior to the transfer continue
to apply. The plan was terminated by the Companys Board of Directors in December 1999 due to the approval
by the shareholders of the 2000 Stock Incentive Plan.
|
|
2000 Stock Incentive Plan
The 2000 Stock Incentive Plan, as amended, provides for the granting to all employees and consultants
of the Company (including prospective employees and consultants) non-qualified stock options, stock
appreciation rights, restricted stock, performance shares, performance units and other stock-based
awards. In addition, employees of the Company are eligible to be granted incentive stock options.
Non-employee directors of the Company are eligible to receive non-discretionary grants of nonqualified
stock options subject to certain limitations. The aggregate number of shares of common stock which
may be issued may not exceed 5,737,500 plus the shares that were transferred to the Plan relating
to outstanding awards that were previously granted under the 1982 Incentive Stock Option Plan and
the 1993 Incentive Stock Option Plan. The Stock Option Committee of the Companys Board of Directors, consistent
with the terms of the Plan, will determine the types of awards to be granted, the terms and conditions
of each award and the number of shares of common stock to be covered by each award. Grants of incentive
and non- qualified stock options may not have a term exceeding ten years or no more than five years
in the case of an incentive stock option granted to a stockholder who owns stock representing more
than 10% of the voting power. As of July 31, 2006, the Company had granted stock options representing
the right to purchase an aggregate of 4,692,700 shares at prices ranging between $3.13 - $41.51 of
which 403,590 options were canceled and 2,711,980 are outstanding at July 31, 2006. As of July 31,
2006, 1,577,130 stock options have been exercised. All options granted through July 31, 2005 had
exercise prices equal to the fair market value of the stock on the date of grant and a term of ten
years. All options granted since August 1, 2006 have had exercise prices equal to the fair market
value of the stock on the date of grant and a term of five years.
|
F-21 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
The following table summarizes stock option activity during the three years ended July 31, 2006: | |
Number of
Shares |
Weighted
Average Exercise Price |
Weighted
Average Remaining Contractual Term (Years) |
Aggregate
Intrinsic Value |
||||||||||||
|
|||||||||||||||
Outstanding at July 31, 2003 | 2,602,281 | $ | 4.18 | ||||||||||||
Granted | 988,875 | 13.07 | |||||||||||||
Expired/canceled | (35,025 | ) | 5.88 | ||||||||||||
Exercised | (450,225 | ) | 3.36 | ||||||||||||
|
|
||||||||||||||
Outstanding at July 31, 2004 | 3,105,906 | 7.11 | |||||||||||||
Granted | 732,750 | 15.20 | |||||||||||||
Expired/canceled | (61,975 | ) | 10.25 | ||||||||||||
Exercised | (1,209,799 | ) | 5.98 | ||||||||||||
|
|
||||||||||||||
Outstanding at July 31, 2005 | 2,566,882 | 9.87 | |||||||||||||
Granted | 706,000 | 35.30 | |||||||||||||
Expired/canceled | (108,903 | ) | 16.00 | ||||||||||||
Exercised | (244,737 | ) | 7.61 | ||||||||||||
|
|
||||||||||||||
Outstanding at July 31, 2006 | 2,919,242 | $ | 15.99 | 5.9 | $ | 34,373,000 | |||||||||
|
|
|
|
||||||||||||
Exercisable at July 31, 2006 | 732,692 | $ | 9.68 | 6.4 | $ | 13,246,000 | |||||||||
|
|
|
|
||||||||||||
Expected to vest at July 31, 2006 | 2,008,425 | $ | 18.10 | 5.7 | $ | 21,127,000 | |||||||||
|
|
|
|
The total intrinsic value of stock options exercised during the years ended July 31, 2006, 2005 and
2004 was $6,602,000, $32,590,000 and $7,164,000, respectively.
|
|
Warrants Issued Pursuant to Acquisition
In connection with an acquisition in fiscal 1999, the Company issued warrants to the acquirees
owners and creditors to purchase 337,500 shares of the Companys common stock at an exercise
price of $2.92. All warrants were exercised as of July 31, 2004.
|
|
2001 Employee Stock Purchase Plan
The ESPP was approved by the shareholders on December 12, 2000, and 675,000 shares of the Companys
common stock were reserved for issuance. The ESPP is intended to provide eligible employees of the
Company the opportunity to acquire common stock in the Company at 85% of fair market value at date
of issuance through participation in the payroll-deduction based ESPP. Through fiscal 2006, the Company
issued 234,851 shares of its common stock to participating employees in connection with the ESPP.
|
F-22 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued (11) Customer and Geographic Information Sales by geography and customer type, as a percentage of consolidated net sales, are as follows: |
|
|||||||||||
Fiscal Years Ended July 31, | |||||||||||
|
|||||||||||
2006 | 2005 | 2004 | |||||||||
|
|
|
|||||||||
United States | |||||||||||
U.S. government | 47.3 | % | 42.1 | % | 40.1 | % | |||||
Commercial customers | 17.1 | % | 13.9 | % | 14.5 | % | |||||
|
|
|
|||||||||
Total United States | 64.4 | % | 56.0 | % | 54.6 | % | |||||
International | |||||||||||
North African country | 9.7 | % | 13.2 | % | 14.1 | % | |||||
Other international customers | 25.9 | % | 30.8 | % | 31.3 | % | |||||
|
|
|
|||||||||
Total International | 35.6 | % | 44.0 | % | 45.4 | % |
International sales include sales to U.S. domestic companies for inclusion in products that will be
sold to international customers. One customer, a prime
contractor,
represented 10.2% of consolidated net sales in both fiscal 2006 and 2005. In fiscal
2004, one customer, another prime contractor, represented
12.5% of consolidated
net sales.
|
(12) Segment Information |
Reportable operating segments are determined based on the Companys management approach. The management
approach, as defined by SFAS No. 131, is based on the way that the chief operating decision-maker
organizes the segments within an enterprise for making decisions about resources to be allocated
and assessing their performance. While the Companys results of operations are primarily reviewed
on a consolidated basis, the chief operating decision-maker also manages the enterprise in three
operating segments: (i) telecommunications transmission, (ii) mobile data communications and
(iii) RF microwave amplifiers. Telecommunications transmission products include satellite earth station
products (such as analog and digital modems, frequency converters, power amplifiers, and voice gateways)
and over-the-horizon microwave communications products and systems. Mobile data communications products
include satellite-based mobile location, tracking and messaging hardware and related services. RF
microwave amplifier products include solid-state, high-power, broadband amplifier products that use
the microwave and radio frequency spectrums.
|
|
Unallocated expenses result from such corporate expenses as legal, accounting and executive compensation.
In addition, for fiscal 2006, unallocated expenses include $5,681,000 of stock-based compensation
expense. There was no stock-based compensation expense recorded for fiscal 2005 or 2004. Interest
expense associated with the Companys 2.0% convertible senior notes is not allocated to the
operating segments. Unallocated assets consist principally of cash, deferred financing costs and
deferred tax assets. Substantially all of the Companys long-lived assets are located in the U.S.
|
F-23 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
Corporate management defines and reviews segment profitability based on the same allocation methodology
as presented in the segment data tables below.
|
|
|
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fiscal Year Ended July 31, 2006 | |||||||||||||||
|
|||||||||||||||
(in thousands) |
Telecommunications
Transmission |
Mobile Data
Communications |
RF Microwave
Amplifiers |
Unallocated | Total | ||||||||||
|
|||||||||||||||
Net sales | $ | 197,891 | 149,463 | 44,157 | | $ | 391,511 | ||||||||
Operating income (expense) | 49,797 | 21,730 | 8,311 | (15,907 | ) | 63,931 | |||||||||
Interest income | 48 | 2 | | 9,193 | 9,243 | ||||||||||
Interest expense | 38 | | 3 | 2,646 | 2,687 | ||||||||||
Depreciation and amortization | 6,086 | 1,193 | 1,317 | 111 | 8,707 | ||||||||||
Expenditure for long-lived assets,
including intangibles |
8,914 | 1,545 | 1,477 | 588 | 12,524 | ||||||||||
Total assets at July 31, 2006 | 134,567 | 45,641 | 24,588 | 250,470 | 455,266 |
|
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fiscal Year Ended July 31, 2005 | |||||||||||||||
|
|||||||||||||||
(in thousands) |
Telecommunications
Transmission |
Mobile Data
Communications |
RF Microwave
Amplifiers |
Unallocated | Total | ||||||||||
|
|||||||||||||||
Net sales | $ | 174,488 | 86,084 | 47,318 | | $ | 307,890 | ||||||||
Operating income (expense) | 40,194 | 11,848 | 8,224 | (8,202 | ) | 52,064 | |||||||||
Interest income | (2 | ) | 1 | 3 | 4,070 | 4,072 | |||||||||
Interest expense | 22 | | 11 | 2,646 | 2,679 | ||||||||||
Depreciation and amortization | 5,497 | 796 | 1,262 | 88 | 7,643 | ||||||||||
Expenditure for long-lived assets,
including intangibles |
6,962 | 5,344 | 1,604 | 65 | 13,975 | ||||||||||
Total assets at July 31, 2005 | 99,197 | 32,827 | 25,320 | 225,059 | 382,403 |
|
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fiscal Year Ended July 31, 2004 | |||||||||||||||
|
|||||||||||||||
(in thousands) |
Telecommunications
Transmission |
Mobile Data
Communications |
RF Microwave
Amplifiers |
Unallocated | Total | ||||||||||
|
|||||||||||||||
Net sales | $ | 141,514 | 59,784 | 22,092 | | $ | 223,390 | ||||||||
Operating income (expense) | 29,210 | 9,526 | 261 | (6,395 | ) | 32,602 | |||||||||
Interest income | 4 | 3 | | 914 | 921 | ||||||||||
Interest expense | 33 | | 22 | 1,370 | 1,425 | ||||||||||
Depreciation and amortization | 4,832 | 413 | 1,082 | 187 | 6,514 | ||||||||||
Expenditure for long-lived assets,
including intangibles |
6,473 | 1,552 | 652 | 494 | 9,171 | ||||||||||
Total assets at July 31, 2004 | 88,629 | 21,276 | 22,934 | 173,551 | 306,390 |
Intersegment sales in fiscal 2006, 2005 and 2004 by the telecommunications transmission segment to
the RF microwave amplifiers segment were $7,512,000, $8,579,000 and $3,598,000, respectively. In
fiscal 2006, 2005 and 2004, intersegment sales by the telecommunications transmission segment to
the mobile data communications segment were $55,667,000, $19,466,000 and $12,776,000, respectively.
Intersegment sales have been eliminated from the tables above. In fiscal 2004, operating income in
the telecommunications transmission segment includes an in-process research and development charge
of $940,000.
|
F-24 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued (13) Commitments and Contingencies |
(a) Operating Leases | |
The Company is obligated under noncancellable operating lease agreements, including satellite lease
expenditures relating to its mobile data communications segment contracts. At July 31, 2006, the
future minimum lease payments under operating leases are as follows:
|
|
2007 | $ | 8,565,000 | ||
2008 | 2,901,000 | |||
2009 | 2,424,000 | |||
2010 | 2,061,000 | |||
2011 | 1,207,000 | |||
Thereafter | 798,000 | |||
|
||||
Total | $ | 17,956,000 | ||
|
Lease expense charged to operations was $3,379,000, $3,018,000 and $2,866,000 in fiscal 2006, 2005
and 2004, respectively. Lease expense excludes satellite lease expenditures incurred of approximately
$13,382,000, $11,854,000 and $11,233,000 in fiscal 2006, 2005 and 2004, respectively, relating to
the Companys mobile data communications segment. Satellite lease expenditures are allocated
to individual contracts and expensed to cost of sales.
|
|
In December 1991, the Company and a partnership controlled by the Companys Chairman, Chief Executive
Officer and President entered into an agreement in which the Company leases from the partnership
its Melville, New York production facility. The lease was for an initial term of ten years. In December
2001, the Company exercised its option for an additional ten-year period. For financial reporting
purposes, the lease for the extension period is an operating lease. The annual rentals, of approximately
$532,000 for fiscal 2006, are subject to annual adjustments equal to the lesser of 5% or the change
in the Consumer Price Index.
|
|
(b) United States Government Contracts | |
Certain of the Companys contracts are subject to audit by applicable governmental agencies. Until
such audits are completed, the ultimate profit on these contracts cannot be determined; however,
it is managements belief that the final contract settlements will not have a material adverse
effect on the Companys consolidated financial position or results of operations.
|
|
(c) Legal Proceedings | |
The Company is subject to certain legal actions, which arise in the normal course of business. Although
the ultimate outcome of litigation is difficult to accurately predict, the Company believes that
the outcome of these actions will not have a material effect on its consolidated financial position
or results of operations.
|
|
During fiscal 2005, two of the Companys leased facilities located in Florida experienced hurricane
damage to both leasehold improvements and personal property. As of July 31, 2006, the Company has
completed all restoration efforts relating to the hurricane damage and has recorded an $816,000 insurance
recovery receivable and accrued a total of $2,240,000 for hurricane related costs. Despite a written
agreement with the general contractor that the Company believes limits its liability for the cost
of the repairs to the amount of insurance proceeds ultimately received from its insurance company,
a dispute has arisen with the general contractor and a certain subcontractor over the subcontractors
demand for payment directly from the Company (by virtue of a purported assignment of rights and other
grounds) in an amount exceeding the insurance proceeds by $816,000, plus late charges, interest,
fees, costs and certain treble damages. As a result of this dispute, the Company deposited $1,422,000,
representing the balance of the insurance proceeds it has received, in its attorneys trust
account and filed a complaint for declaratory judgment in the 9th Judicial Circuit Court for Orange
County, Florida. The general contractor and the subcontractor have
|
F-25 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
filed separate and independent actions against the Company and its insurance company, all of which
have now been consolidated under the Companys original action. The Court has scheduled December
1, 2006 as the discovery cutoff and trial for February 13, 2007; however, these dates are subject
to change as the litigation progresses. The Company does not expect that the outcome of this matter
will have a material effect on its consolidated financial position.
|
|
(d) Employment Contracts | |
The Company has employment agreements with its Chairman of the Board, Chief Executive Officer and President
(the Chairman), and its Executive Vice President and Chief Operating Officer (the Chief
Operating Officer).
|
|
The Chairmans agreement which was amended and restated in June 2003 provides, among other things,
for his employment until July 31, 2008 at a current base compensation of $625,000 per annum and incentive
compensation equal to 3.5% of the Companys pre-tax income, not to exceed his base salary, plus
such additional amounts, if any, as the Board of Directors may from time to time determine. The employment
period is automatically extended for successive two-year periods unless either party gives notice
of non-extension at least six months in advance of the scheduled termination date. The agreement
also provides for payment to the Chairman in the event of a change in control of the Company. Such
payment, as defined in the employment agreement, would include, among other items: (i) at least three
times the Chairmans Base Salary then in effect; plus, (ii) the amount of any unpaid Incentive
Compensation, plus (iii) an amount equal to the number of shares of Common Stock of the Company subject
to unexercised options (whether or not then exercisable) held by the Chairman multiplied by the intrinsic
value of the options, in lieu of exercising such options.
|
|
The Chief Operating Officers agreement which was amended and restated in June 2003 provides,
among other things, for his employment until July 31, 2007 at a current base compensation of $370,000
per annum and incentive compensation equal to 1.5% of the Companys pre-tax income, not to exceed
his base salary, plus such additional amounts, if any, as the Board of Directors may from time to
time determine. The employment period is automatically extended for successive one-year periods unless
either party gives notice of non-extension at least three months in advance of the scheduled termination
date. The agreement also provides for payment, in certain circumstances, to the Chief Operating Officer
in the event of a change in control of the Company. Such payment would be equal to 299% of the Chief
Operating Officers Annual Base Salary then in effect.
|
(14) Stockholder Rights Plan |
On December 15, 1998, the Companys Board of Directors approved the adoption of a stockholder
rights plan in which one stock purchase right (Right) was distributed as a dividend on
each outstanding share of the Companys common stock to stockholders of record at the close
of business on January 4, 1999. Under the plan, the Rights will be exercisable only if triggered
by a person or groups acquisition of 15% or more of the Companys common stock. If triggered,
each Right, other than Rights held by the acquiring person or group, would entitle its holder to
purchase a specified number of the Companys common shares for 50% of their market value at
that time. Unless a 15% acquisition has occurred, the Rights may be redeemed by the Company at any
time prior to the termination date of the plan.
|
|
This Right to purchase common stock at a discount will not be triggered by a person or groups
acquisition of 15% or more of the common stock pursuant to a tender or exchange offer which is for
all outstanding shares at a price and on terms that Comtechs Board of Directors determines
(prior to acquisition) to be adequate and in the best interest of the Company and its stockholders.
The Rights will expire on December 15, 2008.
|
F-26 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued (15) Intangible Assets |
Intangible assets with finite lives arising from acquisitions as of July 31, 2006 and 2005 are as follows: | |
2006 | 2005 | |||||||||||||
|
|
|||||||||||||
Weighted Average
Amortization Period |
Gross
Carrying Amount |
Accumulated
Amortization |
Gross
Carrying Amount |
Accumulated
Amortization |
||||||||||
|
|
|
|
|
||||||||||
Existing technology | 7.23 | $ | 12,456,000 | 9,494,000 | 12,456,000 | 7,741,000 | ||||||||
Proprietary, core and
licensed technology |
8.57 | 5,145,000 | 1,554,000 | 4,948,000 | 1,032,000 | |||||||||
Other | 5.23 | 834,000 | 532,000 | 834,000 | 342,000 | |||||||||
|
|
|
|
|||||||||||
Total | $ | 18,435,000 | 11,580,000 | 18,238,000 | 9,115,000 | |||||||||
|
|
|
|
Amortization expense for the years ended July 31, 2006, 2005 and 2004 was $2,465,000, $2,328,000 and
$2,067,000, respectively. The estimated amortization expense for the fiscal years ending July 31,
2007, 2008, 2009, 2010 and 2011 is $2,213,000, $978,000, $952,000, $837,000 and $712,000, respectively.
|
|
The changes in carrying amount of goodwill by segment for the fiscal year ended July 31, 2005 is as
follows:
|
|
Telecommunications
Transmission |
Mobile Data
Communications |
RF Microwave
Amplifiers |
Total | ||||||||||
|
|
|
|
||||||||||
Balance at July 31, 2004 | $ | 8,865,000 | 1,434,000 | 8,422,000 | $ | 18,721,000 | |||||||
Acquisition of Tolt | | 3,571,000 | | 3,571,000 | |||||||||
Memotec adjustment | (48,000 | ) | | | (48,000 | ) | |||||||
|
|
|
|
||||||||||
Balance at July 31, 2005 | $ | 8,817,000 | 5,005,000 | 8,422,000 | $ | 22,244,000 | |||||||
|
|
|
|
There were no changes in the carrying amount of goodwill in fiscal 2006. |
(16) Recent Accounting Pronouncements |
On September 13, 2006, the SEC issued
Staff Accounting Bulletin No. 108 (SAB 108) which provides interpretive guidance on how the effects of the
carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The
guidance is applicable for the Companys fiscal 2007. The Company is not yet in a position to determine what, if any,
effect SAB No. 108 will have on its consolidated financial statements.
|
|
In July 2006, the FASB released FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the
accounting and reporting for uncertainties in income tax law and prescribes a comprehensive model
for the financial statement recognition, measurement, presentation and disclosure of uncertain tax
positions taken or expected to be taken in income tax returns. FIN 48 prescribes a two-step evaluation
process for tax positions. The first step is recognition based on a determination of whether it is
more likely than not that a tax position will be sustained upon examination, including resolution
of any related appeals or litigation processes, based on the technical merits of the position. The
second step is to measure a tax position that meets the more-likely-than-not threshold. The tax position
is measured at the largest amount of benefit that is greater than 50% likely of being realized upon
ultimate settlement. If a tax position does not meet the more-likely-than-not recognition threshold,
the benefit of that position is not recognized in the financial statements. FIN 48 is effective beginning
in the Companys first quarter of fiscal 2008. The cumulative effects, if any, of applying FIN
48 will be recorded as an adjustment to retained earnings as of the beginning of the period of adoption.
The Company has commenced the process of evaluating the potential effects of FIN 48 on our consolidated
financial statements and is not yet in a position to determine what, if any, effects FIN 48 will
have on its consolidated financial statements.
|
F-27 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
In June 2006, the EITF reached a consensus on EITF 06-3, How Taxes Collected from Customers and
Remitted to Governmental Authorities Should Be Presented in the Income Statement (EITF
06-3). EITF 06-3 provides that taxes imposed by a governmental authority on a revenue producing
transaction between a seller and a customer should be shown in the income statement on either a gross
or a net basis, based on the entitys accounting policy, which should be disclosed pursuant
to APB Opinion No. 22, Disclosure of Accounting Policies. If such taxes are significant, and are presented on a gross basis, the amounts
of those taxes should be disclosed. EITF 06-3 will be effective beginning with the Companys
third quarter of fiscal 2007. The Company is currently evaluating the impact EITF 06-3 will have
on the presentation of its consolidated financial statements.
|
|
In June 2006, the EITF reached a consensus on EITF 05-1, Accounting for the Conversion of an
Instrument that Becomes Convertible Upon the Issuers Exercise of a Call Option (EITF
05-1). This guidance requires that the issuance of equity securities to settle an instrument
(pursuant to the instruments original conversion terms) that becomes convertible upon the issuers
exercise of a call option should be accounted for as a conversion if the debt instrument contained
a substantive conversion feature as of its issuance date (i.e., no gain or loss should be recognized
related to the equity securities issued to settle the instrument). Additionally, the issuance of
equity securities to settle an instrument that, as of its issuance date, does not contain a substantive
conversion feature should be accounted for as a debt extinguishment and the fair value of the equity
securities issued should be considered a component of the reacquisition price of the debt. The guidance
is effective for all conversions within its scope that result from the exercise of call options in
interim or annual reporting periods beginning after June 28, 2006. In the future, if the Company
issues common stock pursuant to the conversion terms to settle its 2% convertible senior notes, it
would not recognize a gain or loss because the notes have substantive conversion features as defined by EITF 05-1.
|
|
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, which
changes the requirements for the accounting and reporting of a change in accounting principle (SFAS
No. 154). SFAS No. 154 applies to all voluntary changes in accounting principles, as well as
to changes required by an accounting pronouncement that does not include specific transition provisions.
SFAS No. 154 eliminates the requirement to include the cumulative effect of changes in accounting
principle in the income statement and instead requires that changes in accounting principle be retroactively
applied. A change in accounting estimate continues to be accounted for in the period of change and
future periods if necessary. A correction of an error continues to be reported by restating prior
period financial statements. SFAS No. 154 is effective for the Companys first quarter of fiscal 2007.
|
|
In March 2005, the FASB issued interpretation FIN No. 47, Accounting for Conditional Asset Retirement
Obligations (FIN 47). FIN 47 clarifies that the term conditional asset retirement obligation
as used in SFAS 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to
perform an asset retirement activity in which the timing and (or) method of settlement are conditional
on a future event that may or may not be within the control of the entity. The Company adopted FIN
47 in fiscal 2006 and it had no material effect on the Companys consolidated
financial condition or results of operations.
|
F-28 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
(17) Consolidating Financial Information |
The consolidating financial information presented below reflects information regarding the Parent,
the Guarantor Subsidiaries and the Non-Guarantor Subsidiary of the Companys 2.0% convertible
senior notes. Tolt is included in the guarantor column for all periods presented. The Parents expenses associated with supporting the operations of its subsidiaries are allocated
to the respective Guarantor Subsidiaries and NonGuarantor Subsidiary. The consolidating
financial information presented herein is not utilized by the chief operating decision-maker in making
operating decisions and assessing performance.
|
|
The following reflects the consolidating balance sheet as of July 31, 2006: | |
Parent |
Guarantor
Subsidiaries |
Non-Guarantor
Subsidiary |
Consolidating
Entries |
Consolidated
Total |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
|||||||||||
Assets | |||||||||||||||
Current assets: | |||||||||||||||
Cash and cash equivalents | $ | 238,298,000 | 9,949,000 | 3,340,000 | | $ | 251,587,000 | ||||||||
Restricted cash | | 1,003,000 | | | 1,003,000 | ||||||||||
Accounts receivable, net | | 66,025,000 | 4,022,000 | | 70,047,000 | ||||||||||
Inventories, net | | 61,043,000 | | | 61,043,000 | ||||||||||
Prepaid expenses and other current assets | 1,101,000 | 5,565,000 | 512,000 | | 7,178,000 | ||||||||||
Deferred tax asset - current | 551,000 | 7,040,000 | | | 7,591,000 | ||||||||||
|
|
|
|
|
|||||||||||
Total current assets | 239,950,000 | 150,625,000 | 7,874,000 | | 398,449,000 | ||||||||||
Property, plant and equipment, net | 914,000 | 23,295,000 | 523,000 | | 24,732,000 | ||||||||||
Investment in subsidiaries | 191,046,000 | 5,496,000 | | (196,542,000 | ) | | |||||||||
Goodwill | | 21,297,000 | 947,000 | | 22,244,000 | ||||||||||
Intangibles with finite lives, net | | 5,933,000 | 922,000 | | 6,855,000 | ||||||||||
Deferred tax asset non-current | | | 174,000 | (174,000 | ) | | |||||||||
Deferred financing costs, net | 2,449,000 | | | | 2,449,000 | ||||||||||
Other assets, net | 56,000 | 459,000 | 22,000 | | 537,000 | ||||||||||
Intercompany receivables | | 59,824,000 | | (59,824,000 | ) | | |||||||||
|
|
|
|
|
|||||||||||
Total assets | $ | 434,415,000 | 266,929,000 | 10,462,000 | (256,540,000 | ) | $ | 455,266,000 | |||||||
|
|
|
|
|
|||||||||||
Liabilities and Stockholders Equity | |||||||||||||||
Current liabilities: | |||||||||||||||
Accounts payable | $ | 390,000 | 27,497,000 | 450,000 | | $ | 28,337,000 | ||||||||
Accrued expenses and other current liabilities | 6,683,000 | 32,806,000 | 1,741,000 | | 41,230,000 | ||||||||||
Customer advances and deposits | | 3,502,000 | 42,000 | | 3,544,000 | ||||||||||
Deferred service revenue | | 9,896,000 | | | 9,896,000 | ||||||||||
Current installments of other obligations | | 154,000 | | | 154,000 | ||||||||||
Interest payable | 1,050,000 | | | | 1,050,000 | ||||||||||
Income taxes payable | 4,428,000 | | 824,000 | | 5,252,000 | ||||||||||
|
|
|
|
|
|||||||||||
Total current liabilities | 12,551,000 | 73,855,000 | 3,057,000 | | 89,463,000 | ||||||||||
Convertible senior notes | 105,000,000 | | | | 105,000,000 | ||||||||||
Other obligations, less current installments | | 243,000 | | | 243,000 | ||||||||||
Deferred tax liability non-current | 4,707,000 | 1,785,000 | | (174,000 | ) | 6,318,000 | |||||||||
Intercompany payables | 57,915,000 | | 1,908,000 | (59,823,000 | ) | | |||||||||
|
|
|
|
|
|||||||||||
Total liabilities | 180,173,000 | 75,883,000 | 4,965,000 | (59,997,000 | ) | 201,024,000 | |||||||||
Commitments and contingencies | |||||||||||||||
Stockholders equity: | |||||||||||||||
Preferred stock | | | | | | ||||||||||
Common stock | 2,305,000 | 4,000 | | (4,000 | ) | 2,305,000 | |||||||||
Additional paid-in capital | 139,487,000 | 81,410,000 | 5,187,000 | (86,597,000 | ) | 139,487,000 | |||||||||
Retained earnings | 112,635,000 | 109,632,000 | 310,000 | (109,942,000 | ) | 112,635,000 | |||||||||
|
|
|
|
|
|||||||||||
254,427,000 | 191,046,000 | 5,497,000 | (196,543,000 | ) | 254,427,000 | ||||||||||
Less: | |||||||||||||||
Treasury stock | (185,000 | ) | | | | (185,000 | ) | ||||||||
|
|
|
|
|
|||||||||||
Total stockholders equity | 254,242,000 | 191,046,000 | 5,497,000 | (196,543,000 | ) | 254,242,000 | |||||||||
|
|
|
|
|
|||||||||||
Total liabilities and stockholders equity | $ | 434,415,000 | 266,929,000 | 10,462,000 | (256,540,000 | ) | $ | 455,266,000 | |||||||
|
|
|
|
|
F-29 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
(17) Consolidating Financial Information (continued) |
The following reflects the consolidating balance sheet as of July 31, 2005: | |
Parent |
Guarantor
Subsidiaries |
Non-Guarantor
Subsidiary |
Consolidating
Entries |
Consolidated
Total |
|||||||||||
|
|
|
|
|
|||||||||||
Assets | |||||||||||||||
Current assets: | |||||||||||||||
Cash and cash equivalents | $ | 212,579,000 | 1,111,000 | 723,000 | | $ | 214,413,000 | ||||||||
Restricted cash | 31,000 | 1,003,000 | | | 1,034,000 | ||||||||||
Accounts receivable, net | | 54,807,000 | 1,245,000 | | 56,052,000 | ||||||||||
Inventories, net | | 45,103,000 | | | 45,103,000 | ||||||||||
Prepaid expenses and other current assets | 888,000 | 3,303,000 | 196,000 | | 4,387,000 | ||||||||||
Deferred tax asset - current | 592,000 | 7,500,000 | | | 8,092,000 | ||||||||||
|
|
|
|
|
|||||||||||
Total current assets | 214,090,000 | 112,827,000 | 2,164,000 | | 329,081,000 | ||||||||||
Property, plant and equipment, net | 474,000 | 17,925,000 | 284,000 | | 18,683,000 | ||||||||||
Investment in subsidiaries | 149,889,000 | 4,040,000 | | (153,929,000 | ) | | |||||||||
Goodwill | | 21,297,000 | 947,000 | | 22,244,000 | ||||||||||
Intangibles with finite lives, net | | 8,024,000 | 1,099,000 | | 9,123,000 | ||||||||||
Deferred tax asset non-current | | | 66,000 | (66,000 | ) | | |||||||||
Deferred financing costs, net | 2,995,000 | | | | 2,995,000 | ||||||||||
Other assets, net | | 265,000 | 12,000 | | 277,000 | ||||||||||
Intercompany receivables | | 53,591,000 | 50,000 | (53,641,000 | ) | | |||||||||
|
|
|
|
|
|||||||||||
Total assets | $ | 367,448,000 | 217,969,000 | 4,622,000 | (207,636,000 | ) | $ | 382,403,000 | |||||||
|
|
|
|
|
|||||||||||
Liabilities and Stockholders Equity | |||||||||||||||
Current liabilities: | |||||||||||||||
Accounts payable | $ | 351,000 | 23,105,000 | 121,000 | | $ | 23,577,000 | ||||||||
Accrued expenses and other current liabilities | 5,502,000 | 28,534,000 | 461,000 | | 34,497,000 | ||||||||||
Customer advances and deposits | | 5,282,000 | | | 5,282,000 | ||||||||||
Deferred service revenue | | 8,210,000 | | | 8,210,000 | ||||||||||
Current installments of other obligations | | 235,000 | | | 235,000 | ||||||||||
Interest payable | 1,050,000 | | | | 1,050,000 | ||||||||||
Income taxes payable | 1,540,000 | | | | 1,540,000 | ||||||||||
|
|
|
|
|
|||||||||||
Total current liabilities | 8,443,000 | 65,366,000 | 582,000 | | 74,391,000 | ||||||||||
Convertible senior notes | 105,000,000 | | | | 105,000,000 | ||||||||||
Other obligations, less current installments | | 396,000 | | | 396,000 | ||||||||||
Deferred tax liability non-current | 3,735,000 | 2,318,000 | | (66,000 | ) | 5,987,000 | |||||||||
Intercompany payables | 53,641,000 | | | (53,641,000 | ) | | |||||||||
|
|
|
|
|
|||||||||||
Total liabilities | 170,819,000 | 68,080,000 | 582,000 | (53,707,000 | ) | 185,774,000 | |||||||||
Commitments and contingencies | |||||||||||||||
Stockholders equity: | |||||||||||||||
Preferred stock | | | | | | ||||||||||
Common stock | 2,278,000 | 4,000 | | (4,000 | ) | 2,278,000 | |||||||||
Additional paid-in capital | 127,170,000 | 81,410,000 | 5,187,000 | (86,597,000 | ) | 127,170,000 | |||||||||
Retained earnings (deficit) | 67,366,000 | 68,475,000 | (1,147,000 | ) | (67,328,000 | ) | 67,366,000 | ||||||||
|
|
|
|
|
|||||||||||
196,814,000 | 149,889,000 | 4,040,000 | (153,929,000 | ) | 196,814,000 | ||||||||||
Less: | |||||||||||||||
Treasury stock | (185,000 | ) | | | | (185,000 | ) | ||||||||
|
|
|
|
|
|||||||||||
Total stockholders equity | 196,629,000 | 149,889,000 | 4,040,000 | (153,929,000 | ) | 196,629,000 | |||||||||
|
|
|
|
|
|||||||||||
Total liabilities and stockholders equity | $ | 367,448,000 | 217,969,000 | 4,622,000 | (207,636,000 | ) | $ | 382,403,000 | |||||||
|
|
|
|
|
F-30 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
(17) Consolidating Financial Information (continued) |
The following reflects the consolidating statement of operations for the year ended July 31, 2006: | |
Parent |
Guarantor
Subsidiaries |
Non-Guarantor
Subsidiary |
Consolidating
Entries |
Consolidated
Total |
|||||||||||
|
|
|
|
|
|||||||||||
Net sales | $ | | 377,003,000 | 14,971,000 | (463,000 | ) | $ | 391,511,000 | |||||||
Cost of sales | | 227,042,000 | 5,631,000 | (463,000 | ) | 232,210,000 | |||||||||
|
|
|
|
|
|||||||||||
Gross Profit | | 149,961,000 | 9,340,000 | | 159,301,000 | ||||||||||
Expenses: | |||||||||||||||
Selling, general and administrative | | 61,467,000 | 5,604,000 | | 67,071,000 | ||||||||||
Research and development | | 24,392,000 | 1,442,000 | | 25,834,000 | ||||||||||
Amortization of intangibles | | 2,288,000 | 177,000 | | 2,465,000 | ||||||||||
|
|
|
|
|
|||||||||||
| 88,147,000 | 7,223,000 | | 95,370,000 | |||||||||||
|
|
|
|
|
|||||||||||
Operating income (loss) | | 61,814,000 | 2,117,000 | | 63,931,000 | ||||||||||
Other expense (income): | |||||||||||||||
Interest expense | 2,646,000 | 41,000 | | | 2,687,000 | ||||||||||
Interest (income) | (9,193,000 | ) | (60,000 | ) | 10,000 | | (9,243,000 | ) | |||||||
|
|
|
|
|
|||||||||||
Income before provision for income taxes and equity
in undistributed earnings of subsidiaries |
6,547,000 | 61,833,000 | 2,107,000 | | 70,487,000 | ||||||||||
Provision for income taxes | 2,435,000 | 22,133,000 | 650,000 | | 25,218,000 | ||||||||||
|
|
|
|
|
|||||||||||
Net earnings (loss) before equity in undistributed
earnings of subsidiaries |
4,112,000 | 39,700,000 | 1,457,000 | | 45,269,000 | ||||||||||
Equity in undistributed earnings of subsidiaries | 41,157,000 | 1,457,000 | | (42,614,000 | ) | | |||||||||
|
|
|
|
|
|||||||||||
Net income | $ | 45,269,000 | 41,157,000 | 1,457,000 | (42,614,000 | ) | $ | 45,269,000 | |||||||
|
|
|
|
|
The following reflects the consolidating statement of operations for the year ended July 31, 2005: | |
Parent |
Guarantor
Subsidiaries |
Non-Guarantor
Subsidiary |
Consolidating
Entries |
Consolidated
Total |
|||||||||||
|
|
|
|
|
|||||||||||
Net sales | $ | | 301,749,000 | 6,334,000 | (193,000 | ) | $ | 307,890,000 | |||||||
Cost of sales | | 178,099,000 | 2,618,000 | (193,000 | ) | 180,524,000 | |||||||||
|
|
|
|
|
|||||||||||
Gross Profit | | 123,650,000 | 3,716,000 | | 127,366,000 | ||||||||||
Expenses: | |||||||||||||||
Selling, general and administrative | | 48,710,000 | 3,109,000 | | 51,819,000 | ||||||||||
Research and development | | 20,261,000 | 894,000 | | 21,155,000 | ||||||||||
Amortization of intangibles | | 2,076,000 | 252,000 | | 2,328,000 | ||||||||||
|
|
|
|
|
|||||||||||
| 71,047,000 | 4,255,000 | | 75,302,000 | |||||||||||
|
|
|
|
|
|||||||||||
Operating income (loss) | | 52,603,000 | (539,000 | ) | | 52,064,000 | |||||||||
Other expense (income): | |||||||||||||||
Interest expense | 2,646,000 | 33,000 | | | 2,679,000 | ||||||||||
Interest (income) | (4,070,000 | ) | (14,000 | ) | 12,000 | | (4,072,000 | ) | |||||||
|
|
|
|
|
|||||||||||
Income (loss) before provision (benefit) for income
taxes and equity in undistributed earnings (loss) of subsidiaries |
1,424,000 | 52,584,000 | (551,000 | ) | | 53,457,000 | |||||||||
Provision (benefit) for income taxes | 530,000 | 16,318,000 | (46,000 | ) | | 16,802,000 | |||||||||
|
|
|
|
|
|||||||||||
Net earnings (loss) before equity in undistributed
earnings (loss) of subsidiaries |
894,000 | 36,266,000 | (505,000 | ) | | 36,655,000 | |||||||||
Equity in undistributed earnings (loss) of
subsidiaries |
35,761,000 | (505,000 | ) | | (35,256,000 | ) | | ||||||||
|
|
|
|
|
|||||||||||
Net income (loss) | $ | 36,655,000 | 35,761,000 | (505,000 | ) | (35,256,000 | ) | $ | 36,655,000 | ||||||
|
|
|
|
|
F-31 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued |
(17) Consolidating Financial Information (continued) |
The following reflects the consolidating statement of operations for the year ended as of July 31, 2004: | |
Parent |
Guarantor
Subsidiaries |
Non-Guarantor
Subsidiary |
Consolidating
Entries |
Consolidated
Total |
||||||||
|
|
|
|
|
||||||||
Net sales | $ | | 222,132,000 | 1,258,000 | | $ 223,390,000 | ||||||
Cost of sales | | 135,418,000 | 440,000 | | 135,858,000 | |||||||
|
|
|
|
|
||||||||
Gross Profit | | 86,714,000 | 818,000 | | 87,532,000 | |||||||
Expenses: | ||||||||||||
Selling, general and administrative | | 35,472,000 | 544,000 | | 36,016,000 | |||||||
Research and development | | 15,709,000 | 198,000 | | 15,907,000 | |||||||
In-process research and development | | | 940,000 | | 940,000 | |||||||
Amortization of intangibles | | 1,998,000 | 69,000 | | 2,067,000 | |||||||
|
|
|
|
|
||||||||
| 53,179,000 | 1,751,000 | | 54,930,000 | ||||||||
|
|
|
|
|
||||||||
Operating income (loss) | | 33,535,000 | (933,000 | ) | | 32,602,000 | ||||||
Other expense (income): | ||||||||||||
Interest expense | 1,370,000 | 61,000 | (6,000 | ) | | 1,425,000 | ||||||
Interest (income) | (914,000 | ) | (7,000 | ) | | | (921,000 | ) | ||||
|
|
|
|
|
||||||||
Income (loss) before provision (benefit)
for income taxes and equity in undistributed earnings (loss) of subsidiaries |
(456,000 | ) | 33,481,000 | (927,000 | ) | | 32,098,000 | |||||
Provision (benefit) for income taxes | (146,000 | ) | 10,702,000 | (285,000 | ) | | 10,271,000 | |||||
|
|
|
|
|
||||||||
Net earnings (loss) before equity in undistributed
earnings (loss) of subsidiaries |
(310,000 | ) | 22,779,000 | (642,000 | ) | | 21,827,000 | |||||
Equity in undistributed earnings (loss) of
subsidiaries |
22,137,000 | (642,000 | ) | | (21,495,000 | ) | | |||||
|
|
|
|
|
||||||||
Net income (loss) | $ | 21,827,000 | 22,137,000 | (642,000 | ) | (21,495,000 | ) | $ 21,827,000 | ||||
|
|
|
|
|
F-32 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued (17) Consolidating Financial Information (continued) |
The following reflects the consolidating statement of cash flows for the year ended July 31, 2006: | |
Parent |
Guarantor
Subsidiaries |
Non-Guarantor
Subsidiary |
Consolidating
Entries |
Consolidated
Total |
|||||||||||
|
|
|
|
|
|||||||||||
Cash flows from operating activities: | |||||||||||||||
Net income | $ | 45,269,000 | 41,157,000 | 1,457,000 | (42,614,000 | ) | $ | 45,269,000 | |||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
| | | | | ||||||||||
Depreciation and amortization of property, plant
and equipment |
111,000 | 6,019,000 | 112,000 | | 6,242,000 | ||||||||||
Amortization of intangible assets with finite lives | | 2,289,000 | 176,000 | | 2,465,000 | ||||||||||
Amortization of stock-based compensation | 2,176,000 | 3,495,000 | 10,000 | | 5,681,000 | ||||||||||
Amortization of deferred financing costs | 546,000 | | | | 546,000 | ||||||||||
Loss on disposal of property, plant and equipment | | 35,000 | 1,000 | | 36,000 | ||||||||||
Provision for doubtful accounts | | 556,000 | 192,000 | | 748,000 | ||||||||||
Provision for excess and obsolete inventory | | 1,981,000 | 49,000 | | 2,030,000 | ||||||||||
Excess income tax benefit from stock option
exercises |
(4,065,000 | ) | | | | (4,065,000 | ) | ||||||||
Deferred income tax expense (benefit) | 1,013,000 | (74,000 | ) | (107,000 | ) | | 832,000 | ||||||||
Equity in undistributed earnings of subsidiaries | (41,157,000 | ) | (1,457,000 | ) | | 42,614,000 | | ||||||||
Intercompany accounts | 7,876,000 | (9,822,000 | ) | 1,946,000 | | | |||||||||
Changes in assets and liabilities, net of effects of
acquisition: |
|||||||||||||||
Restricted cash securing letter of credit obligations | 31,000 | | | | 31,000 | ||||||||||
Accounts receivable | | (11,775,000 | ) | (2,968,000 | ) | | (14,743,000 | ) | |||||||
Inventories | | (17,860,000 | ) | (49,000 | ) | | (17,909,000 | ) | |||||||
Prepaid expenses and other assets | (213,000 | ) | (2,262,000 | ) | (316,000 | ) | | (2,791,000 | ) | ||||||
Other assets | (56,000 | ) | (195,000 | ) | (9,000 | ) | | (260,000 | ) | ||||||
Accounts payable | 39,000 | 4,392,000 | 329,000 | | 4,760,000 | ||||||||||
Accrued expenses and other current liabilities | 1,181,000 | 5,271,000 | 1,281,000 | | 7,733,000 | ||||||||||
Customer advances and deposits | | (1,780,000 | ) | 42,000 | | (1,738,000 | ) | ||||||||
Deferred service revenue | | 1,686,000 | | | 1,686,000 | ||||||||||
Interest payable | | | | | | ||||||||||
Income taxes payable | 6,953,000 | | 824,000 | | 7,777,000 | ||||||||||
|
|
|
|
|
|||||||||||
Net cash provided by operating activities | 19,704,000 | 21,656,000 | 2,970,000 | | 44,330,000 | ||||||||||
|
|
|
|
|
|||||||||||
Cash flows from investing activities: | |||||||||||||||
Purchases of property, plant and equipment | (587,000 | ) | (11,387,000 | ) | (353,000 | ) | | (12,327,000 | ) | ||||||
Purchase of other intangibles with finite lives | | (197,000 | ) | | | (197,000 | ) | ||||||||
Payments for business acquisition | | (1,000,000 | ) | | | (1,000,000 | ) | ||||||||
|
|
|
|
|
|||||||||||
Net cash used in investing activities | (587,000 | ) | (12,584,000 | ) | (353,000 | ) | | (13,524,000 | ) | ||||||
|
|
|
|
|
|||||||||||
Cash flows from financing activities: | |||||||||||||||
Principal payments on other obligations | | (234,000 | ) | | | (234,000 | ) | ||||||||
Excess income tax benefit from stock option exercises
|
4,065,000 | | | | 4,065,000 | ||||||||||
Proceeds from exercises of stock options | 1,863,000 | | | | 1,863,000 | ||||||||||
Proceeds from issuance of employee stock purchase
plan shares |
674,000 | | | | 674,000 | ||||||||||
|
|
|
|
|
|||||||||||
Net cash provided by (used in) financing activities | 6,602,000 | (234,000 | ) | | | 6,368,000 | |||||||||
|
|
|
|
|
|||||||||||
Net increase in cash and cash equivalents | 25,719,000 | 8,838,000 | 2,617,000 | | 37,174,000 | ||||||||||
Cash and cash equivalents at beginning of period | 212,579,000 | 1,111,000 | 723,000 | | 214,413,000 | ||||||||||
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of period | $ | 238,298,000 | 9,949,000 | 3,340,000 | | $ | 251,587,000 | ||||||||
|
|
|
|
|
F-33 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued (17) Consolidating Financial Information (continued) |
The following reflects the consolidating statement of cash flows for the year ended July 31, 2005: | |
Parent |
Guarantor
Subsidiaries |
Non-Guarantor
Subsidiary |
Consolidating
Entries |
Consolidated
Total |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
|||||||||||
Cash flows from operating activities: | |||||||||||||||
Net income (loss) | $ | 36,655,000 | 35,761,000 | (505,000 | ) | (35,256,000 | ) | $ | 36,655,000 | ||||||
Adjustments to reconcile net income (loss) to net
cash provided by operating activities: |
|||||||||||||||
Depreciation and amortization of property,
plant and equipment |
145,000 | 5,087,000 | 83,000 | | 5,315,000 | ||||||||||
Amortization of intangible assets with finite lives | | 2,076,000 | 252,000 | | 2,328,000 | ||||||||||
Amortization of deferred financing costs | 546,000 | | | | 546,000 | ||||||||||
Loss on disposal of property, plant and
equipment |
| 284,000 | | | 284,000 | ||||||||||
Provision for doubtful accounts | | 287,000 | | | 287,000 | ||||||||||
Provision for excess and obsolete inventory | | 2,081,000 | 17,000 | | 2,098,000 | ||||||||||
Income tax benefit from stock option exercises | 9,896,000 | | | | 9,896,000 | ||||||||||
Deferred income tax expense | 2,164,000 | 604,000 | | | 2,768,000 | ||||||||||
Equity in undistributed earnings (loss) of
subsidiaries |
(35,761,000 | ) | 505,000 | | 35,256,000 | | |||||||||
Intercompany accounts | 33,407,000 | (34,162,000 | ) | 755,000 | | | |||||||||
Changes in assets and liabilities, net of effects
of acquisition: |
|||||||||||||||
Restricted cash securing letter of credit
obligations |
10,000 | 3,010,000 | | | 3,020,000 | ||||||||||
Accounts receivable | | (12,674,000 | ) | (663,000 | ) | | (13,337,000 | ) | |||||||
Inventories | | (7,267,000 | ) | 31,000 | | (7,236,000 | ) | ||||||||
Prepaid expenses and other assets | (478,000 | ) | (1,731,000 | ) | (164,000 | ) | | (2,373,000 | ) | ||||||
Other assets | | 74,000 | (5,000 | ) | | 69,000 | |||||||||
Accounts payable | 22,000 | 13,914,000 | 75,000 | | 14,011,000 | ||||||||||
Accrued expenses and other current liabilities | 1,884,000 | 10,385,000 | 127,000 | 136,000 | 12,532,000 | ||||||||||
Customer advances and deposits | | (2,008,000 | ) | | | (2,008,000 | ) | ||||||||
Deferred service revenue | | (5,506,000 | ) | | | (5,506,000 | ) | ||||||||
Interest payable | (23,000 | ) | | | | (23,000 | ) | ||||||||
Income taxes payable | (3,272,000 | ) | | | | (3,272,000 | ) | ||||||||
|
|
|
|
|
|||||||||||
Net cash provided by operating activities | 45,195,000 | 10,720,000 | 3,000 | 136,000 | 56,054,000 | ||||||||||
|
|
|
|
|
|||||||||||
Cash flows from investing activities: | |||||||||||||||
Purchases of property, plant and equipment | (64,000 | ) | (9,263,000 | ) | (205,000 | ) | | (9,532,000 | ) | ||||||
Purchase of other intangibles with finite lives | | (75,000 | ) | | | (75,000 | ) | ||||||||
Payments for business acquisition | (2,735,000 | ) | (2,735,000 | ) | | 2,735,000 | (2,735,000 | ) | |||||||
|
|
|
|
|
|||||||||||
Net cash used in investing activities | (2,799,000 | ) | (12,073,000 | ) | (205,000 | ) | 2,735,000 | (12,342,000 | ) | ||||||
|
|
|
|
|
|||||||||||
Cash flows from financing activities: | |||||||||||||||
Proceeds from issuance of stock in subsidiary | | 2,735,000 | | (2,735,000 | ) | | |||||||||
Principal payments on other obligations | | (271,000 | ) | | | (271,000 | ) | ||||||||
Proceeds from exercises of stock options and
warrants |
7,160,000 | | | | 7,160,000 | ||||||||||
Proceeds from issuance of employee stock
purchase plan shares |
520,000 | | | | 520,000 | ||||||||||
|
|
|
|
|
|||||||||||
Net cash provided by (used in) financing
activities |
7,680,000 | 2,464,000 | | (2,735,000 | ) | 7,409,000 | |||||||||
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash
equivalents |
50,076,000 | 1,111,000 | (202,000 | ) | 136,000 | 51,121,000 | |||||||||
Cash and cash equivalents at beginning of period | 162,503,000 | | 925,000 | (136,000 | ) | 163,292,000 | |||||||||
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of period | $ | 212,579,000 | 1,111,000 | 723,000 | | $ | 214,413,000 | ||||||||
|
|
|
|
|
F-34 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued (17) Consolidating Financial Information (continued) |
The following reflects the consolidating statement of cash flows for the year ended July 31, 2004: | |
Parent |
Guarantor
Subsidiaries |
Non-Guarantor
Subsidiary |
Consolidating
Entries |
Consolidated
Total |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
|||||||||||
Cash flows from operating activities: | |||||||||||||||
Net income (loss) | $ | 21,827,000 | 22,137,000 | (642,000 | ) | (21,495,000 | ) | $ | 21,827,000 | ||||||
Adjustments to reconcile net income (loss) to
net cash provided by operating activities: |
|||||||||||||||
Depreciation and amortization of property, plant
and equipment |
97,000 | 4,236,000 | 8,000 | | 4,341,000 | ||||||||||
Amortization of intangible assets with finite
lives |
| 1,997,000 | 70,000 | 2,067,000 | |||||||||||
Amortization of deferred financing costs | 280,000 | | | | 280,000 | ||||||||||
Amortization of deferred compensation | 106,000 | | | | 106,000 | ||||||||||
Loss on disposal of property, plant and
equipment |
| 91,000 | | | 91,000 | ||||||||||
Write off of in process research and
development |
| | 940,000 | | 940,000 | ||||||||||
Provision for doubtful accounts | | 147,000 | | | 147,000 | ||||||||||
Provision for excess and obsolete inventory | | 1,193,000 | | | 1,193,000 | ||||||||||
Income tax benefit from stock option exercises | 1,001,000 | | | | 1,001,000 | ||||||||||
Deferred income tax expense (benefit) | 1,600,000 | 655,000 | (176,000 | ) | | 2,079,000 | |||||||||
Equity in undistributed earnings (loss) of subsidiaries | (22,137,000 | ) | 642,000 | | 21,495,000 | | |||||||||
Intercompany accounts | 7,276,000 | (6,471,000 | ) | (805,000 | ) | | | ||||||||
Changes in assets and liabilities, net of effects
of acquisition: |
|||||||||||||||
Restricted cash securing letter of credit
obligations |
4,247,000 | (4,013,000 | ) | | | 234,000 | |||||||||
Accounts receivable | | (15,871,000 | ) | (582,000 | ) | | (16,453,000 | ) | |||||||
Inventories | | (6,903,000 | ) | 1,751,000 | | (5,152,000 | ) | ||||||||
Prepaid expenses and other assets | (189,000 | ) | 146,000 | 327,000 | | 284,000 | |||||||||
Other assets | | 51,000 | (7,000 | ) | | 44,000 | |||||||||
Accounts payable | 65,000 | (2,072,000 | ) | 46,000 | | (1,961,000 | ) | ||||||||
Accrued expenses and other current liabilities | 1,097,000 | 5,953,000 | 1,000 | (136,000 | ) | 6,915,000 | |||||||||
Customer advances and deposits | | 4,799,000 | | | 4,799,000 | ||||||||||
Deferred service revenue | | 2,556,000 | | | 2,556,000 | ||||||||||
Interest payable | 1,073,000 | | | | 1,073,000 | ||||||||||
Income taxes payable | (2,133,000 | ) | | | | (2,133,000 | ) | ||||||||
|
|
|
|
|
|||||||||||
Net cash provided by operating activities | 14,210,000 | 9,273,000 | 931,000 | (136,000 | ) | 24,278,000 | |||||||||
|
|
|
|
|
|||||||||||
Cash flows from investing activities: | |||||||||||||||
Purchases of property, plant and equipment | (493,000 | ) | (6,092,000 | ) | (6,000 | ) | | (6,591,000 | ) | ||||||
Payments for business acquisition | | (5,187,000 | ) | (5,187,000 | ) | 5,187,000 | (5,187,000 | ) | |||||||
|
|
|
|
|
|||||||||||
Net cash used in investing activities | (493,000 | ) | (11,279,000 | ) | (5,193,000 | ) | 5,187,000 | (11,778,000 | ) | ||||||
|
|
|
|
|
|||||||||||
Cash flows from financing activities: | |||||||||||||||
Proceeds from issuance of convertible senior notes | 101,179,000 | | | | 101,179,000 | ||||||||||
Proceeds from issuance of stock in subsidiary | | | 5,187,000 | (5,187,000 | ) | | |||||||||
Principal payments on other obligations | | (900,000 | ) | | | (900,000 | ) | ||||||||
Proceeds from exercises of stock options and
warrants |
1,541,000 | | | | 1,541,000 | ||||||||||
Proceeds from issuance of employee stock
purchase plan shares |
355,000 | | | | 355,000 | ||||||||||
|
|
|
|
|
|||||||||||
Net cash provided by (used in) financing
activities |
103,075,000 | (900,000 | ) | 5,187,000 | (5,187,000 | ) | 102,175,000 | ||||||||
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash
equivalents |
116,792,000 | (2,906,000 | ) | 925,000 | (136,000 | ) | 114,675,000 | ||||||||
Cash and cash equivalents at beginning of period | 45,711,000 | 2,906,000 | | | 48,617,000 | ||||||||||
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of period | $ | 162,503,000 | | 925,000 | (136,000 | ) | $ | 163,292,000 | |||||||
|
|
|
|
|
F-35 |
COMTECH TELECOMMUNICATIONS CORP.
Notes to Consolidated Financial Statements, Continued (18) Subsequent Event |
In August 2006, the Company acquired certain assets and assumed certain liabilities of Insite, a logistics application software company, for $2.7 million, plus certain earn-out payments based on the achievement of future sales targets. The first part of the earn-out cannot exceed $1.4 million and is limited to a five-year period. The second part of the earn-out, which is for a ten-year period, is unlimited and based on a per unit future sales target primarily relating to new commercial satellite-based mobile data communication markets. Insite has developed the geoOps Enterprise Location Monitoring System, a software-based solution that allows customers to integrate legacy data systems with near-real time logistics and operational data systems. This operation was combined with the Companys existing business and is part of the mobile data communications segment. |
|
(19) Unaudited Quarterly Financial Data |
The following is a summary of unaudited quarterly operating results (amounts in thousands, except per share data): | |
Fiscal 2006 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Total | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
|
||||||||||||
Net sales | $ | 106,567 | 95,741 | 88,997 | 100,206 | 391,511 | |||||||||||
Gross profit | 40,204 | 41,091 | 34,213 | 43,793 | 159,301 | ||||||||||||
Net income | 11,464 | 13,304 | 8,722 | 11,779 | 45,269 | ||||||||||||
Diluted income per share | $ | 0.43 | 0.50 | 0.33 | 0.45 | 1.72 | * | ||||||||||
Fiscal 2005 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Total | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
|
||||||||||||
Net sales | $ | 56,122 | 78,087 | 75,388 | 98,293 | 307,890 | |||||||||||
Gross profit | 27,121 | 32,290 | 29,478 | 38,477 | 127,366 | ||||||||||||
Net income | 7,076 | 10,182 | 8,372 | 11,025 | 36,655 | ||||||||||||
Diluted income per share | $ | 0.28 | 0.39 | 0.32 | 0.42 | 1.42 | * | ||||||||||
* |
Income per share information for the full fiscal year may not equal the total of the quarters within
the year as a result of rounding.
|
F-36 |
Schedule II |
COMTECH TELECOMMUNICATIONS CORP.
Valuation and Qualifying Accounts and Reserves Fiscal Years Ended July 31, 2006, 2005 and 2004 |
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
accounts receivable: |
|||||||||||||||
Year ended July 31, | |||||||||||||||
2006 | $ | 636,000 | 748,000 (C) | | (8,000) (D) | $ | 1,376,000 | ||||||||
2005 | 732,000 | 287,000 (C) | | (383,000) (D) | 636,000 | ||||||||||
2004 | 912,000 | 147,000 (C) | | (327,000) (D) | 732,000 | ||||||||||
Inventory reserves: | |||||||||||||||
Year ended July 31, | |||||||||||||||
2006 | $ | 6,509,000 | 2,030,000 (A) | | (2,416,000) (B) | $ | 6,123,000 | ||||||||
2005 | 5,622,000 | 2,098,000 (A) | | (1,211,000) (B) | 6,509,000 | ||||||||||
2004 | 5,099,000 | 1,193,000 (A) | | (670,000) (B) | 5,622,000 |
(A) |
Provision for excess and obsolete inventory. |
(B) | Write-off of inventory. |
(C) | Provision for doubtful accounts. |
(D) | Write-off of uncollectible receivables. |
S-1 |
|
(b) Subject
to the limitations which may be prescribed in or pursuant to this Article
FOURTH, the holders of shares of Common Stock shall be entitled to receive,
as and when declared by the Board of Directors, out of the assets of the
corporation that are by law available therefor, dividends payable either
in cash or in property, including securities of the Corporation.
|
|
(c) Except
as may otherwise be required by law or as prescribed in or pursuant to
this Article FOURTH, each holder of Common Stock shall have one vote in
respect of each share of Common Stock held by him on all matters voted
upon by the shareholders.
|
|
(d) Shares
of Preferred Stock may be issued from time to time in one or more series.
The Board of Directors of the Corporation shall designate the shares of
each series of Preferred Stock to distinguish them from the shares of
any other such series and is authorized to fix by resolution or resolutions
adopted prior to the issuance of any shares of Preferred Stock the number
of shares included in each series, the relative, participating, optional
or other special rights, preferences and qualifications, restrictions
or limitations thereof and to fix the variations therein between the series,
all as permitted by law. Such authority shall include, but not be limited
to, fixing the following:
|
|
(i) The
number of shares initially constituting the series, which from time to
time, may be increased, or decreased to a number not less than the then
outstanding shares of the series.
|
|
(ii) The
rate of dividends to be paid on the shares of the series, the conditions
on which and the times when such dividends are payable, the preference
to, or the relation to, the payment of the dividends payable on any other
class of capital stock of the Corporation, or any series thereof, whether
cumulative, and, if so, the date and dates from which dividends shall
cumulate.
|
|
(iii) The
voting rights, if any, in addition to those provided by law and, if so,
the terms and conditions thereof.
|
|
(iv) The
conversion or exchange privileges, if any, of shares of the series, and,
if so, the terms and conditions of the conversion or exchange, including
provision for adjustment of the conversion and exchange rates.
|
|
(v) Whether
shares of the series shall be redeemable and, if so, the terms and conditions
of the redemption, including the date or dates upon or after which they
shall be redeemable and the amount payable in case of redemption, which
may vary under different conditions and at different dates.
|
|
(vi) The
terms of a sinking fund, retirement fund or purchase fund, if any, to
be provided with respect to the shares of the series and, if so, the terms
and conditions thereof.
|
2 |
(vii) The
rights of the shares of the series in the event of voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation.
|
|
(viii) Any
other relative rights, preferences and limitations of the series not inconsistent
with law or the provisions of this Article FOURTH.
|
|
No
shares of Preferred Stock of any series established by the Board of Directors
shall be issued until there has been compliance with provisions of law
applicable thereto.
|
|
(e) No
holder of shares of any class of capital stock of the Corporation shall
be entitled to any preemptive rights.
|
|
Designation
of Series A Junior Participating Preferred Stock.
|
Section 1. Designation and Amount . The shares of such series shall be designated as Series A Junior Participating Cumulative Preferred Stock, $.10 Par Value (the Series A Preferred Stock) and the number of shares constituting such series shall be 200,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants to purchase, or upon the conversion of any outstanding securities issued by the Corporation convertible into, Series A Preferred Stock. Section 2. Dividends and Distributions . (a) Subject to the rights of the holders of shares of any series of Preferred Stock ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, $.10 par value, of the Corporation (the Common Stock) and of any other junior stock which may be outstanding, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the first day of August, November, February and May in each year (each such date being referred to herein as a Quarterly Dividend Payment Date), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 per share ($4.00 per annum), or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, plus 10 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend or distribution on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of |
3 |
Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend or distribution payable in shares of Common Stock); provided, however, that in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share ($4.00 per annum) on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall accumulate but shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. Section 3. Voting Rights . The holders of Shares of Series A Preferred Stock shall have the following voting rights: (a) Subject to the provisions for adjustment as hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes (and each one one-hundredth of a share of Series A Preferred Stock shall entitle the holder thereof to one vote) on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were |
4 |
entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) Except as otherwise provided in this Certificate of Incorporation, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (c) In addition, the holders of shares of Series A Preferred Stock shall have the following special voting rights: |
(i)
If at any time accrued dividends on any shares of Series A Preferred Stock
shall be in arrears in the full aggregate amount of the last four quarterly
dividends accrued thereon (whether or not declared), the holders of Series
A Preferred Stock and all other series of Preferred Stock (in each case
to the extent then entitled pursuant to the terms of such series), voting
together as one class, shall have the exclusive and special right to elect
two directors of the Corporation, and the number of directors constituting
the Board of Directors of the Corporation shall be increased by two (if
not previously increased in connection with the right of other series
of Preferred Stock entitled to vote together with this Series to elect
directors of the Corporation) for such purpose.
|
|
(ii)
Whenever any such right of the holders of Series shall have vested, such
right may be exercised initially either at a special meeting of the holders
of Series A Preferred Stock and all other series so entitled to vote,
if any, called as hereinafter provided, or at any annual meeting of stockholders,
and thereafter at annual meetings of stockholders. The right of the holders
of Series A Preferred Stock voting separately as a class with such other
series of Preferred Stock to elect members of the Board of Directors of
the Corporation as aforesaid shall continue until such time as all dividends
accrued on all shares of Series A Preferred Stock shall have been paid
in full, or declared and set apart for payment, at which time the special
right of the holders of Series A Preferred Stock so to vote separately
as a class with such other series of Preferred Stock for the election
of directors shall terminate, subject to revesting in the event of each
and every subsequent occurrence of an arrearage specified in paragraph
(i) above.
|
|
(iii)
At any time when such special voting power shall have vested in the holders
of Series A Preferred Stock as provided in the preceding paragraph (i),
the proper officer of the Corporation shall, upon the written request
of the holders of record of at least 10% of the aggregate then outstanding
voting power of shares of Series A Preferred Stock and all other series
of Preferred Stock entitled to vote in the election of such directors
addressed to the Secretary of the Corporation, call a special meeting
of the holders of Series A Preferred Stock for the purpose of electing
directors pursuant to this Section 3(c). Such meeting shall be held at
the earliest practicable date. If such meeting shall not be called by
the proper officer of the Corporation within twenty days after personal
service of such written request upon the Secretary of the Corporation,
or within twenty days after mailing the same within the United States
of America, by registered mail addressed to the Secretary of the Corporation
at its principal office, then the holders
|
5 |
of
record of at least 10% of the aggregate then outstanding voting power
of shares of Series A Preferred Stock and all other series of Preferred
Stock entitled to vote in the election of such directors may designate
in writing one of their number to call such meeting at the expense of
the Corporation, and such meeting may be called by such person so designated
by giving the notice required for annual meetings of stockholders. Any
holder of Series A Preferred Stock so designated shall have access to
the stock books of the Corporation for the purpose of causing meetings
of shareholders to be called pursuant to these provisions. Notwithstanding
the provisions of this paragraph (iii), no such special meeting shall
be called during the period within ninety days immediately preceding the
date fixed for the next annual meeting of shareholders.
|
|
(iv)
At any meeting held for the purpose of electing directors at which the
holders of Series A Preferred Stock and any other series of Preferred
Stock shall have the special right to elect directors as provided in this
Section 3(c), the presence, in person or by proxy, of the holders of one-third
of the voting power of the then outstanding aggregate number of shares
of Series A Preferred Stock and such other series of Preferred Stock shall
be required to constitute a quorum for the election of any director by
the holders of such series. At any such meeting or adjournment thereof,
(1) the absence of a quorum shall not prevent the election of directors
other than those to be elected by all such series of Preferred Stock voting
separately as a class, and the absence of a quorum for the election of
such other directors shall not prevent the election of the directors to
be elected by the Series A Preferred Stock and any other series of Preferred
Stock that may be voting with it separately as a class, and (2) in the
absence of either or both such quorums, the holders of a majority of the
voting power of the shares present in person or by proxy of the stock
or stocks which lack a quorum shall have power to adjourn the meeting
for the electing of directors who they are entitled to elect from time
to time without notice other than announcement at the meeting until a
quorum shall be present.
|
|
(v)
During any period when the holders of Series A Preferred Stock have the
right to vote separately as a class for directors as provided in this
Section 3(c), (1) the directors so elected by the holders of the one or
more series of Preferred Stock entitled to vote for such directors shall
continue in office until the next succeeding annual meeting or until their
successors, if any, are elected by such holders and qualify or, until
termination of the right of the holders of the one or more series of Preferred
Stock entitled to vote for such directors to vote separately as a class
for directors as provided in this Section 3(c) and (2) vacancies in the
Board of Directors shall be filled only by vote of a majority (even if
that be only a single director) of the remaining directors theretofore
elected by the holders of the one or more series of Preferred Stock which
elected the directors whose office shall have become vacant or, if there
be no such remaining director, directors to fill such vacancies shall
be elected by the holders of the one or more series of Preferred Stock
then entitled to vote for such directors at a special meeting called pursuant
to the provisions of paragraph (iii) hereof. Immediately upon any termination
of the right of the holders of Series A Preferred Stock and any other
series of Preferred Stock to vote separately as a class for directors
as provided in this Section 3(c), the term of office of the directors
then in office so elected by the holders of Series A Preferred Stock and
any such other series of Preferred Stock shall terminate. Whenever the
term of office of the directors so elected by the holders of Series A
Preferred Stock
|
6 |
and
any such other series of Preferred Stock shall terminate and the special
voting power vested in the holders of Series A Preferred Stock and any
such other series of Preferred Stock as provided in this Section 3(c)
shall have terminated, the number of directors shall be such number as
may be provided for in the by-laws irrespective of any increase made pursuant
to the provisions of this Section 3(c).
|
(d) Nothing herein shall prevent the directors or stockholders from taking any action to increase the number of authorized shares of Series A Preferred Stock, increasing the number of authorized shares of Preferred Stock of the same class as the Series A Preferred Stock or the number of authorized shares of Common Stock, or changing the par value of the Common Stock or Preferred Stock, or issuing options, warrants, or rights to any class of stock of this Corporation, as authorized by this Certificate of Incorporation as now in effect or as it may hereafter be amended. (e) So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of two-thirds of the outstanding shares of Series A Preferred Stock, given by such holders as one class, amend this Certificate of Incorporation in any manner which would materially alter or change the powers, preferences or special rights of this Series so as to affect them adversely. Except as provided in this Certificate of Incorporation of the Corporation or by law, holders of shares of Series A Preferred Stock shall have no special voting rights and their consent shall not be required for taking any corporate action. Section 4. Certain Restrictions . (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: |
(i)
declare or pay dividends on, make any other distributions on, or redeem
or purchase or otherwise acquire for consideration, any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Preferred Stock;
|
|
(ii)
declare or pay dividends, or make any other distributions, on or make
any other distributions on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except dividends paid ratably on the Series
A Preferred Stock and all such parity stock on which dividends are payable
or in arrears in proportion to the total amounts to which the holders
of all such shares are then entitled;
|
|
(iii)
except as provided in the following paragraph (iv), redeem or purchase
or otherwise acquire for consideration shares of any stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, provided that the Corporation may
at any time redeem, purchase or otherwise
|
7 |
acquire
shares of any such parity stock in exchange for shares of any stock of
the Corporation ranking junior (both as to dividends and upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or
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(iv)
purchase or otherwise acquire for consideration any shares of Series A
Preferred Stock, or any shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors)
to all holders of shares of Series A Preferred Stock and all such other
shares upon such terms as the Board of Directors, after consideration
of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective
series or classes.
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(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Section (a), purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares . Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock, without designation as to series, and may be reissued as part of a new series of preferred stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth in this Certificate of Incorporation, or in any other certificate of designation creating a series of preferred stock or any similar stock or as otherwise required by law. Section 6. Liquidation, Dissolution or Winding Up . Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the higher of (x) $100 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (y) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock, or (ii) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (i) of the preceding sentence shall be adjusted by multiplying such |
8 |
amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, or otherwise changed, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 8. No Redemption . The shares of Series A Preferred Stock shall not be redeemable. Section 9. Rank . Unless otherwise provided in this Certificate of Incorporation of the Corporation or a Certificate of Designation relating to a subsequent series of preferred stock of the Corporation, the Series A Preferred Stock shall rank junior to all other series of the Corporations preferred stock as to the payment of dividends and the distribution of assets on liquidation, dissolution or winding up, and senior to the Common Stock of this Corporation. Section 10. Fractional Shares . Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. FIFTH: (a) The number of directors which shall constitute the entire Board of Directors of the Corporation shall be not less than three, the exact number to be fixed from time to time exclusively by the Board of Directors pursuant to a resolution duly adopted by a majority of the entire Board. The Board of Directors shall be divided into three classes, each to be as nearly equal in number as possible. Each member of the Board of Directors in the first class shall hold office until the 1987 Annual Meeting of Shareholders, each member of the Board of Directors in the second class shall hold office until the 1988 Annual Meeting of Shareholders, and each member of the Board of Directors in the third class shall hold office until the 1989 Annual Meeting of Shareholders. Commencing with the 1987 Annual Meeting of Shareholders and at each succeeding annual shareholders meeting, successors to the class of directors whose term expires at such annual shareholders meeting shall be elected for a three-year term. If the |
9 |
number of such directors is changed, any increase or decrease in such directors shall be apportioned by the Board of Directors among the classes so as to maintain the number of directors comprising each class as nearly equal as possible, provided that no decrease in the number of directors shall affect the term of any director then in office. A director shall hold office until the annual shareholders meeting for the year in which his term expires and until his successor is elected and qualified. In case of any increase in the number of directors or any vacancy in any class or classes the additional directorships or vacancies may be filled by a majority of the directors then in office, though less than a quorum, and any director so elected shall hold office until the next annual meeting of shareholders, and until his successor shall have been elected and qualified. Any or all of the directors may be removed for cause by the shareholders or by the Board of Directors. (b) The affirmative vote of the holders of 80% or more of the shares entitled to vote in the election of directors shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Fifth of this Certificate of Incorporation. SIXTH: The shareholder vote required to approve Business Combinations (as hereinafter defined) shall be as set forth in this Article Sixth. Section 1. Higher Vote for Business Combinations. In addition to any affirmative vote required by law, and except as otherwise expressly provided in Section 2 of this Article Sixth: |
(a)
any merger or consolidation of the Corporation or any Subsidiary (as hereinafter
defined) with (i) any Interested Shareholder (as hereinafter defined)
or (ii) any other corporation (whether or not itself an Interested Shareholder)
which is, or after such merger or consolidation would be, an Affiliate
(as hereinafter defined) of an Interested Shareholder; or
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(b)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) to or with any Interested
Shareholder or any Affiliate of any Interested Shareholder of any assets
of the Corporation, or any Subsidiary, having an aggregate Fair Market
Value (as hereinafter defined) of $5,000,000 or more; or
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(c)
the issuance or transfer by the Corporation or any Subsidiary (in one
transaction or a series of transactions) of any securities of the Corporation
or any Subsidiary to any Interested Shareholder or any Affiliate of any
Interested Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $1,000,000
or more; or
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(d)
the adoption of any plan or proposal for the liquidation or dissolution
of the Corporation proposed by or on behalf of any Interested Shareholder
or any Affiliate of any Interested Shareholder; or
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(e)
any reclassification of securities (including any reverse stock split),
or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or
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10 |
otherwise
involving an Interested Shareholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of the Corporation or
any Subsidiary which is directly or indirectly owned by any Interested
Shareholder or any Affiliate of any Interested Shareholder;
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shall
require the affirmative vote of the holders of at least 80% of the outstanding
shares of the Corporations voting stock, voting together as a single
class, and the affirmative vote of at least two-thirds of the outstanding
shares of voting stock held by shareholders other than an Interested Shareholder.
(For purposes of this Article Sixth, each share of voting stock shall
have the number of votes granted to it pursuant to Article Fourth of this
Certificate of Incorporation.) Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.
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The term Business Combination as used in this Article Sixth shall mean any transaction which is referred to in any one or more of paragraphs (a) through (e) of Section 1. Section 2. When Higher Vote is Not Required. The provisions of Section 1 of this Article Sixth shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law, the By-laws of the Corporation, and any other provision of this Certificate of Incorporation, if all the conditions specified in either of the following paragraphs (a) or (b) are met: |
(a)
The Business Combination shall have been approved by two-thirds of the
Disinterested Directors (as hereinafter defined), or
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(b) All of the following conditions shall have been met: | |
(i) The
consideration to be received by the Corporations shareholders in
such Business Combination shall be either cash or the same type of consideration
used by the Interested Shareholder in acquiring the largest portion of
its holdings of shares of the Corporation prior to the first public announcement
of the Business Combination (the Announcement Date).
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(ii) The
aggregate amount of the cash and the Fair Market Value as of the date
of the consummation of the Business Combination (the Consummation
Date) of the consideration other than cash to be received per share
by holders of Common Stock in such Business Combination shall be an amount
at least equal to the highest of the following:
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(1) the
highest per share price (including any brokerage commissions, transfer
taxes and soliciting dealers fees and after giving effect to appropriate
adjustments for any recapitalizations, stock splits, stock dividends and
like distributions) paid by the Interested Shareholder for any shares
of Common Stock acquired by it (x) within the two-year
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11 |
period
immediately prior to the Announcement Date or (y) in the transaction in
which it became an Interested Shareholder, whichever is higher, plus interest
compounded annually from the date on which the Interested Shareholder
became an Interested Shareholder (the Determination Date)
through the Consummation Date at the prime rate of interest of Citibank,
N.A. (or other major bank headquartered in New York City selected by a
majority of the Disinterested Directors) from time to time in effect in
New York City, less the aggregate amount of any cash dividends paid, and
the Fair Market Value of any dividends paid in property other than cash,
per share of Common Stock from the Determination Date through the Consummation
Date in an amount up to but not exceeding the amount of such interest
payable per share of Common Stock; or
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(2) the
Fair Market Value per share of Common Stock on the Announcement Date or
on the Determination Date, whichever is higher; or
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(3) the
product of (x) the earnings per share of Common Stock for the four full
consecutive fiscal quarters immediately preceding the Announcement Date
as to which financial results have been published by the Corporation,
multiplied by (y) the then price/earnings multiple (if any) of such Interested
Shareholder or any of its Affiliates as customarily computed and reported
in the financial community; or
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(4) the
product of (x) the price per share equal to the Fair Market Value per
share of Common Stock determined pursuant to paragraph (b)(ii)(2) of this
Section 2, multiplied by (y) a percentage determined by dividing (A) the
highest per share price (including any brokerage commissions, transfer
taxes and soliciting dealers fees and after giving effect to appropriate
adjustments for any recapitalizations, stock splits, stock dividends and
like distributions) paid by the Interested Shareholder for any shares
of Common Stock acquired by it within the two-year period immediately
prior to the Announcement Date, by (B) the Fair Market Value per share
of Common Stock on the first day in such two-year period upon which the
Interested Shareholder acquired any shares of Common Stock.
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(iii) After
such Interested Shareholder has become an Interested Shareholder, and
prior to the consummation of such Business Combination: (1) there shall
have been no failure to pay nor reduction in the annual rate of dividends
regularly paid on the Corporations Common Stock (as such rate may
be adjusted from time to time to reflect changes in the Corporations
capitalization) unless such failure to pay or reduction is approved by
a majority of the Disinterested Directors; and (2) such Interested Shareholder
shall not have become the beneficial owner of any additional shares of
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12 |
Common
Stock except as part of the transaction which results in such Interested
Shareholder becoming an Interested Shareholder.
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(iv) After
such Interested Shareholder has become an Interested Shareholder, such
Interested Shareholder shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or
other tax advantages provided by the Corporation, whether in anticipation
of or in connection with such Business Combination.
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(v) A
proxy or information statement describing the proposed Business Combination
and complying with the requirements of the Securities Exchange Act of
1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to the shareholders
of the Corporation at least thirty days prior to the consummation of such
Business Combination (whether or not such proxy or information statement
is required to be mailed pursuant to such Act or subsequent provisions).
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Section 3. Certain Definitions . For purposes of this Article Sixth: |
(a) A person shall mean any individual, firm, corporation or other entity. | |
(b)
Interested
Shareholder shall mean any person (other than the Corporation or
any Subsidiary) who or which:
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(i)
is the beneficial owner, directly or indirectly, of more than 10% of the
outstanding voting stock of the Corporation; or
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(ii)
is an Affiliate of the Corporation and at any time within the two-year
period immediately prior to the date in question was the beneficial owner,
directly or indirectly, of 10% or more of the then outstanding voting
stock; or
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(iii)
is an assignee of or has otherwise succeeded to any shares of voting stock
which were at any time within the two-year period immediately prior to
the date in question beneficially owned by any Interested Shareholder,
if such assignment or succession shall have occurred in the course of
a transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
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(c) | A person shall be a beneficial owner of any voting stock: | |
(i)
which such person or any of its Affiliates or Associates (as hereinafter
defined) beneficially owns, directly or indirectly; or
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13 |
(ii)
which such person or any of its Affiliates or Associates has (x) the right
to acquire (whether such right is exercisable immediately or only after
the passage of time), pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (y) the right to vote pursuant to any agreement,
arrangement or understanding; or
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(iii)
which are beneficially owned, directly or indirectly, by any other person
with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of voting stock.
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(d)
For purposes of determining whether a person is an Interested Shareholder
pursuant to paragraph (b) of this Section 3, the number of shares of voting
stock deemed to be outstanding shall include shares deemed owned through
application of paragraph (c) of this Section 3 but shall not include any
other shares of voting stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants
or options, or otherwise.
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(e)
Affiliate
or Associate shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on October 1, 1983.
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(f)
Subsidiary
means any company of which a majority of any class of equity security
is owned, directly or indirectly, by the Corporation; provided, however,
that for the purposes of the definition of Interested Shareholder set
forth in paragraph (b) of this Section 3, the term Subsidiary
shall mean only a company of which a majority of each class of equity
security is owned, directly or indirectly, by the Corporation.
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(g)
Disinterested
Director means any member of the Board of Directors of the Corporation
(the Board) who is unaffiliated with the Interested Shareholder
and was a member of the Board prior to the time that the Interested Shareholder
became an Interested Shareholder, and any successor of a Disinterested
Director who is unaffiliated with the Interested Shareholder and is recommended
to succeed a Disinterested Director by a majority of Disinterested Directors
then on the Board.
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(h)
Fair
Market Value means: (i) in the case of stock, the highest closing
bid quotation with respect to a share of such stock during the 30-day
period immediately preceding the date in question on the National Association
of Securities Dealers, Inc., Automated Quotations System or any system
then in use, or, in the event such stock is listed on a securities exchange,
the highest closing sale price on such exchange during the 30-day period
preceding the date in question or, if no quotations are available, the
fair market value on the date in question of a share of such stock as
determined by a majority of the Disinterested Directors in good faith,
in each case after giving effect to appropriate adjustments for any recapitalizations,
stock splits, stock dividends and like distributions; and (ii) in the
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14 |
case
of property other than cash or stock, the fair market value of such property
on the date in question as determined by a majority of the Disinterested
Directors in good faith.
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(i)
In the event of any Business Combination in which the Corporation survives,
the phrase consideration other than cash to be received as
used in paragraph (b)(ii) of Section 2 of this Article Sixth shall include
the shares of Common Stock and/or the shares of any other class of outstanding
voting stock retained by the holders of such shares.
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Section 4. Powers of Disinterested Directors. A majority of the Disinterested Directors of the Corporation shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article Sixth, including without limitation (a) whether a person is an Interested Shareholder, (b) the number of shares of voting stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the requirements of paragraph (b) of Section 2 have been met with respect to any Business Combination, and (e) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $5,000,000 or $1,000,000, respectively, or more; and the good faith determination of a majority of the Disinterested Directors on such matters shall be conclusive and binding for all the purposes of this Article Sixth. Section 5. No Effect of Fiduciary Obligations of Interested Shareholders. Nothing contained in this Article Sixth shall be construed to relieve the Board of Directors or any Interested Shareholder from any fiduciary obligation imposed by law. Section 6. Amendment, Repeal, etc. Notwithstanding any other provisions of this Certificate of Incorporation or the By-laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-laws of the Corporation), the affirmative vote of the holders of at least 80% of the outstanding shares of the Corporations voting stock, voting together as a single class, and the affirmative vote of at least two-thirds of the outstanding shares of voting stock held by shareholders other than an Interested Shareholder shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Sixth of this Certificate of Incorporation. SEVENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Article Seventh shall not eliminate or limit the liability of a director (i) for any breach of such directors duty of loyalty to the Corporation or stockholders, (ii) for acts or omissions of such director not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit; nor shall this Article Seventh eliminate or limit the liability of a director for any act or omission occurring prior to the date this Article Seventh becomes effective. |
15 |
EIGHTH: Action shall be taken by shareholders of the Corporation only at a duly called annual or special meeting of shareholders of the Corporation and shareholders may not act by written consent. IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed in its corporate name Chairman, Chief Executive Officer and President and attested by its Secretary this 18 th day of August, 2006. |
/s/ Fred Kornberg | ||
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||
Fred Kornberg, | ||
Chairman, Chief Executive Officer and President | ||
Attest: | ||
/s/ Gail Segui | ||
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||
Gail Segui, | ||
Secretary |
16 |
Exhibit 10(f)(8) |
NQSO NED ANNUAL GRANT
STOCK OPTION AGREEMENT
Dear [Director Name]: Preliminary Statement As a non-employee director of Comtech Telecommunications Corp. (the Company), you were automatically granted on [Date] (the Grant Date), pursuant to the terms of The Comtech Telecommunications Corp. 2000 Stock Incentive Plan (the Plan), a non-qualified stock option (the Option) to purchase the number of shares of the Companys common stock, $.10 par value per share (the Common Stock), set forth below. The terms of the grant are as follows: 1. Tax Matters . The Option granted hereby is a non-qualified stock option. No part of the Option granted hereby is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the Code). 2. Grant of Option . Subject in all respects to the Plan and the terms and conditions set forth herein and therein, you are hereby granted an Option to purchase from the Company [# of options] shares of Common Stock at a price per share of $[Price] (the Option Price). 3. Exercise . The Option shall become exercisable in installments over a three (3) year period, commencing on the Grant Date, at the rate of 25% effective on the first and second anniversaries of the Grant Date and 50% on the third anniversary of the Grant Date (each, a Vesting Date), which shall be cumulative; provided that you have not incurred a Termination of Directorship prior to the applicable Vesting Date. To the extent that the Option has become vested and exercisable with respect to a percentage of shares of Common Stock granted as provided above, the Option may thereafter be exercised by you, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 13.4(d) of the Plan, to the extent permitted by law, including, without limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee and payment in full of the Option Price multiplied by the number of shares of Common Stock so exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. There shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the appropriate Vesting Date. To the extent this Option is not vested upon your Termination of Directorship, the Option shall, upon such Termination of Directorship, be non-exercisable and shall be canceled. Notwithstanding the foregoing, upon the occurrence of your death or a Change in Control (as defined in the Plan) prior to your Termination of Directorship, the Option shall immediately become exercisable with respect to all Common Stock subject thereto, regardless of whether the Option has vested with respect to such Common Stock. |
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4. Option Term . Unless terminated earlier as provided below or otherwise pursuant to the terms of the Plan, the Option shall expire five (5) years after the Grant Date. 5. Termination . Subject to Section 4 above and the terms of the Plan, the Option, to the extent vested at the time of your Termination of Directorship, shall remain exercisable as follows: (a) In the event of your Termination of Directorship by reason of your death, disability, resignation, failure to stand for reelection or failure to be reelected or otherwise, the Option, to the extent exercisable and not exercised, shall remain exercisable to the extent exercisable on the date of your Termination of Directorship (or in the case of death, by your estate or by the person given authority to exercise such Options by your will or by operation of law) at any time prior to the expiration of the stated term of such Option. (b) Except as provided in (a) above, in the event of your Termination of Directorship for any reason or no reason whatsoever, no Option that was not exercisable as of the date of Termination of Directorship shall thereafter become exercisable upon Termination of Directorship and such Option shall terminate and become null and void upon such Termination of Directorship. (c) In the event your Termination of Directorship is for Cause, all Options held by you shall thereupon terminate and expire as of the date of termination. 6. Restriction on Transfer of Option . The Option granted hereby is not transferable other than by will or by the laws of descent and distribution and during your lifetime may be exercised only by you. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void. 7. Rights as a Stockholder . You shall have no rights as a stockholder with respect to any shares covered by the Option unless and until you have become the holder of record of the shares. 8. Provisions of Plan Control . This grant is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board of Directors of the Company and as may be in effect from time to time. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. The Plan is incorporated herein by reference. If and to the extent that this grant conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this grant shall be deemed to be modified accordingly. 9. Notices . Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by United States mail, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify): |
2 |
If to the Company, to: |
Comtech Telecommunications Corp.
68 South Service Road, Suite 230 Melville, NY 11747 Attention: Secretary |
If to you, to the address indicated after your signature at the end of this Agreement. 10. Right to Terminate Directorship . Neither the Plan nor the grant or exercise of any Option hereunder shall impose any obligations on the Company and/or the stockholders of the Company to retain you as a director, nor shall it impose any obligation on your part to remain as a director of the Company. IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written. |
COMTECH TELECOMMUNICATIONS CORP. | |||
[Directors Signature] | |||
Social Security No. | |||
By: ___________________________________ | |||
Home Address: | Authorized Officer | ||
Street | |||
City State Zip Code |
3 |
Exhibit 21 |
SUBSIDIARIES |
The following is a list of the significant subsidiaries of the Company as of September 20, 2006: |
Subsidiary | Jurisdiction of Incorporation | |
Telecommunications Transmission Segment | ||
Comtech Antenna Systems, Inc. | Delaware | |
Comtech EF Data Corp. | Delaware | |
Comtech Systems, Inc. | Delaware | |
Comtech AHA Corporation | Delaware | |
Comtech Vipersat Networks, Inc. | Delaware | |
Memotec Inc. | New Brunswick , Canada | |
RF Microwave Amplifiers Segment | ||
Comtech PST Corp. | New York | |
Mobile Data Communications Segment | ||
Comtech Mobile Datacom Corporation | Delaware | |
Comtech Tolt Technologies, Inc. | Delaware |
|
Exhibit 31.1 |
CERTIFICATION PURSUANT TO
I, Fred Kornberg, certify that: |
1. | I have reviewed this annual report on Form 10-K of Comtech Telecommunications Corp.; | |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
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4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
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(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrants internal control over financial reporting; and
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5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent functions):
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrants ability
to record, process, summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrants internal control over financial reporting.
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Date: September 20, 2006 |
/s/ Fred Kornberg | |
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Fred Kornberg | |
Chairman of the Board | |
Chief Executive Officer and President |
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Exhibit 31.2 |
CERTIFICATION PURSUANT TO
I, Michael D. Porcelain, certify that: |
1. | I have reviewed this annual report on Form 10-K of Comtech Telecommunications Corp.; | |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
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4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
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(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrants internal control over financial reporting; and
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5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent functions):
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|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrants ability
to record, process, summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrants internal control over financial reporting.
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Date: September 20, 2006 |
/s/ Michael D. Porcelain | |
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Michael D. Porcelain | |
Senior Vice President and Chief Financial Officer |
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: September 20, 2006 | /s/ Fred Kornberg |
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Fred Kornberg | |
Chief Executive Officer and President |
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
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Date: September 20, 2006 | /s/ Michael D. Porcelain |
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Michael D. Porcelain | |
Senior Vice President and Chief Financial Officer |
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