8-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 23, 2009	0-7928
Date of Report (Date of earliest event reported)	Commission File Number

(Exact name of registrant as specified in its charter)

Delaware	11-2139466
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230

Melville, New York  11747

  (Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02               Results of Operations and Financial Condition.

On September 23, 2009, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its fourth quarter and year ended July 31, 2009.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated September 23, 2009, reporting the financial results of the Company for its fourth quarter and year ended July 31, 2009 (furnished and not filed herewith solely pursuant to Item 2.02).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 COMTECH TELECOMMUNICATIONS CORP.

Dated:  September 23, 2009
By:	/s/ Michael D. Porcelain
	Name:  Michael D. Porcelain
	Title:    Senior Vice President and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Media Contacts:

Michael D. Porcelain, Senior Vice President and Chief Financial Officer

Jerome Kapelus, Senior Vice President, Strategy and Business Development

(631) 962-7000

Info@comtechtel.com

COMTECH TELECOMMUNICATIONS CORP. ANNOUNCES

RESULTS FOR FISCAL 2009 FOURTH QUARTER AND FULL YEAR

Melville, New York – September 23, 2009 – Comtech Telecommunications Corp. (NASDAQ: CMTL) today reported its operating results for the fourth quarter and fiscal year ended July 31, 2009.

Fourth Quarter 2009

Net sales for the fourth quarter of fiscal 2009 were $122.0 million compared to $126.5 million for the fourth quarter of fiscal 2008. Net sales significantly benefited from incremental sales associated with our acquisition of Radyne which positively impacted both our telecommunications transmission and RF microwave amplifiers segments. As expected, this increase was offset by a shift of revenue in our mobile data communications segment from fiscal 2009 to fiscal 2010. This shift resulted from the receipt, as previously announced in January 2009, of the single largest order in our Company’s history that, based on the U.S. Army’s request, is expected to substantially ship in fiscal 2010.

GAAP net income was $6.2 million, or $0.21 per diluted share, for the fourth quarter of fiscal 2009 compared to $17.0 million, or $0.61 per diluted share, for the fourth quarter of fiscal 2008. Our GAAP diluted earnings per share of $0.21 includes a pre-tax charge of approximately $2.0 million related to previously announced cost reduction actions related to two small product lines that we initiated during the fourth quarter of fiscal 2009.  Non-GAAP net income for the fourth quarter of fiscal 2009, which includes the pre-tax charge of $2.0 million but excludes the amortization of stock-based compensation expense, was $7.9 million, or $0.26 per diluted share, as compared to Non-GAAP net income of $18.8 million, or $0.67 per diluted share, for the fourth quarter of fiscal 2008.

Fiscal 2009

Net sales for fiscal 2009 were $586.4 million compared to $531.6 million for fiscal 2008.  The year-over-year increase in net sales is primarily attributable to our acquisition of Radyne which significantly benefited both our telecommunications transmission and RF microwave amplifiers segments. As noted above, sales in our mobile data communications segment decreased due to a shift of revenue from fiscal 2009 to fiscal 2010.

 GAAP net income was $49.6 million, or $1.73 per diluted share, for fiscal 2009 compared to $76.4 million, or $2.76 per diluted share, for fiscal 2008. GAAP net income for fiscal 2009 includes pre-tax charges of $6.2 million related to the immediate amortization of acquired in-process research and development associated with the Radyne acquisition and $2.0 million related to the above mentioned cost reduction actions. Non-GAAP net income for fiscal 2009, which includes the pre-tax charge of $2.0 million but excludes the amortization of stock-based compensation expense and amortization of acquired in-process research and development, was $62.1 million, or $2.14 per diluted share, as compared to Non-GAAP net income of $83.4 million, or $2.98 per diluted share, for fiscal 2008.

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In commenting on the Company's performance, Fred Kornberg, President and Chief Executive Officer, stated, “We believe that the fourth quarter may represent a bottoming out and that cost reductions implemented in fiscal 2009 will continue to benefit us as we focus on important commercial and U.S. government opportunities that we see ahead.”

Mr. Kornberg added, “We entered fiscal 2010 with almost $550.0 million in backlog and with the confident expectation that fiscal 2010 will be a year of record revenues and strong EPS growth. Additionally, with over $485.5 million in cash, we have the clear capacity to execute when our ongoing efforts identify appropriate acquisitions that enhance our organic growth or further diversify our business. In short, we are quite pleased with our positioning both in terms of where we are and what lies ahead of us.”

Selected Fiscal 2009 Fourth Quarter Financial Metrics and Other Items

·   Backlog as of July 31, 2009 was $549.8 million compared to $201.1 million as of July 31, 2008. Bookings for the three months ended July 31, 2009 were $80.8 million, and for the twelve months ended July 31, 2009 were a record of $883.8 million compared to $141.7 million and $603.7 million for the fourth quarter and fiscal year ended July 31, 2008, respectively.

·   Earnings before interest, taxes, depreciation and amortization, including amortization of acquired in-process research and development (“EBITDA”), were $18.8 million and $114.3 million for the fourth quarter and fiscal year ended July 31, 2009, respectively, versus $30.6 million and $128.3 million for the fourth quarter and fiscal year ended July 31, 2008, respectively.

·   In the fourth quarter of fiscal 2009, operating income in our telecommunications transmission segment was reduced by approximately $2.0 million, including a charge to cost of sales of $1.2 million related to the write-down of inventory to net realizable value, associated with our decision to no longer offer video encoder and decoder products or market fiberglass antennas to commercial broadcast customers.

·   At July 31, 2009, the Company had $485.5 million of cash and cash equivalents. Net cash provided by operating activities was $88.5 million for the twelve months ended July 31, 2009 compared to $77.8 million for the twelve months ended July 31, 2008. Included in cash and cash equivalents are the net proceeds related to the issuance, on May 8, 2009, of $200.0 million of our 3.0% convertible senior notes.

·   As discussed further in our Form 10-K that was filed earlier today, although our 2.0% convertible senior notes are no longer outstanding, pursuant to our adoption, on August 1, 2009, of FSP Accounting Principles Board 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement),” we are required to adjust and retroactively present certain historical consolidated financial data and certain consolidated financial statements for fiscal 2005 through fiscal 2009. This historical information will be retroactively presented in a Form 8-K to be filed with the SEC during the first quarter of fiscal 2010.  Early adoption was prohibited.  The adoption of this new accounting principle has no affect on our 3.0% convertible senior notes because holders of the Company’s 3.0% convertible senior notes can only receive stock upon conversion.

Conference Call

The Company has scheduled an investor conference call for 8:30 AM (ET) on Thursday, September 24, 2009. Investors and the public are invited to access a live webcast of the conference call from the investor relations section of the Comtech web site at www.comtechtel.com. Alternatively, investors can access the conference call by dialing (800) 862-9098 (domestic) or (785) 424-1051 (international) and using the conference I.D. of “Comtech.” A replay of the conference call will be available for seven days by dialing (402) 220-2553. In addition, an updated investor presentation, including earnings guidance, will be available on our web site shortly after the conference call.

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About Comtech

Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. The Company believes many of its solutions play a vital role in providing or enhancing communication capabilities when terrestrial communications infrastructure is unavailable, inefficient or too expensive. The Company conducts business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. The Company sells products to a diverse customer base in the global commercial and government communications markets. The Company believes it is a market leader in the market segments that it serves.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this press release contains forward-looking statements, including but not limited to, information relating to our future performance and financial condition, plans and objectives of the Company’s management and the Company’s assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under the Company’s control which may cause actual results, future performance and financial condition, and achievement of plans and objectives of the Company’s management to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include the nature and timing of receipt of, and the Company’s performance on, new or existing orders that can cause significant fluctuations in net sales and operating results, the timing and funding of government contracts, adjustments to gross profits on long-term contracts, risks associated with international sales, rapid technological change, evolving industry standards, frequent new product announcements and enhancements, changing customer demands, changes in prevailing economic and political conditions, risks associated with the results of ongoing investigations into the Company’s compliance with export regulations, risks associated with the Radyne acquisition, risks associated with the Department of Defense subpoenas, risks associated with our other legal matters, risks associated with our recent MTS orders, risks associated with our MTS and BFT contracts, and other factors described in the Company’s filings with the Securities and Exchange Commission.

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

	(Unaudited)						(Audited)
	Three months ended July 31,						Twelve months ended July 31,
	2009			2008			2009			2008
Net sales	$	122,026,000			126,474,000			586,372,000			531,627,000
Cost of sales		75,087,000			68,869,000			345,472,000			296,687,000
Gross profit		46,939,000			57,605,000			240,900,000			234,940,000
Expenses:
Selling, general and administrative		22,162,000			22,232,000			100,171,000			85,967,000
Research and development		11,953,000			10,039,000			50,010,000			40,472,000
Amortization of acquired in-process research and development		-			-			6,200,000			-
Amortization of intangibles		2,198,000			464,000			7,592,000			1,710,000
		36,313,000			32,735,000			163,973,000			128,149,000
Operating income		10,626,000			24,870,000			76,927,000			106,791,000
Other expenses (income):
Interest expense		1,749,000			668,000			3,167,000			2,683,000
Interest income and other		(431,000	)		(2,443,000	)		(2,738,000	)		(14,065,000	)
Income before provision for income taxes		9,308,000			26,645,000			76,498,000			118,173,000
Provision for income taxes		3,130,000			9,680,000			26,940,000			41,740,000
Net income	$	6,178,000			16,965,000			49,558,000			76,433,000
Net income per share:
Basic	$	0.22			0.70			1.88			3.17
Diluted	$	0.21			0.61			1.73			2.76
Weighted average number of common shares outstanding – basic		28,160,000			24,306,000			26,321,000			24,138,000
Weighted average number of common and common equivalent shares outstanding – diluted		33,549,000			28,381,000			29,793,000			28,278,000

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	July 31, 2009			July 31, 2008
Assets	(Audited)			(Audited)
Current assets:
Cash and cash equivalents	$	485,450,000			410,067,000
Accounts receivable, net		79,477,000			70,040,000
Inventories, net		95,597,000			85,966,000
Prepaid expenses and other current assets		13,398,000			5,891,000
Deferred tax asset		15,129,000			10,026,000
Total current assets		689,051,000			581,990,000
Property, plant and equipment, net		38,486,000			34,269,000
Goodwill		149,253,000			24,363,000
Intangibles with finite lives, net		55,272,000			7,505,000
Deferred financing costs, net		6,053,000			1,357,000
Other assets, net		556,000			3,636,000
Total assets	$	938,671,000			653,120,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	19,233,000			31,423,000
Accrued expenses and other current liabilities		51,741,000			49,671,000
Customer advances and deposits		19,571,000			15,287,000
Current installments of other obligations		-			108,000
Interest payable		1,418,000			1,050,000
Income taxes payable		563,000			-
Total current liabilities		92,526,000			97,539,000
Convertible senior notes		200,000,000			105,000,000
Other liabilities		2,283,000			-
Income taxes payable		4,267,000			1,909,000
Deferred tax liability		10,466,000			5,870,000
Total liabilities		309,542,000			210,318,000
Commitments and contingencies
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, issued 28,390,855 shares and 24,600,166 shares at July 31, 2009 and July 31, 2008, respectively		2,839,000			2,460,000
Additional paid-in capital		322,636,000			186,246,000
Retained earnings		303,839,000			254,281,000
		629,314,000			442,987,000
Less:
Treasury stock (210,937 shares)		(185,000	)		(185,000	)
Total stockholders’ equity		629,129,000			442,802,000
Total liabilities and stockholders’ equity	$	938,671,000			653,120,000

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

(Unaudited)

	Three Months Ended July 31,						Twelve months Ended July 31,
	2009			2008			2009			2008
Reconciliation of Non-GAAP Net Income to GAAP Net Income(1):
Non-GAAP net income	$	7,871,000			18,798,000			62,133,000			83,425,000
Amortization of acquired in-process research and development		-			-			(6,200,000	)		-
Amortization of stock-based compensation		(2,527,000	)		(2,790,000	)		(9,576,000	)		(10,640,000	)
Tax effect of stock-based compensation expense		834,000			957,000			3,201,000			3,648,000
GAAP net income	$	6,178,000			16,965,000			49,558,000			76,433,000
Reconciliation of Non-GAAP Diluted Earnings Per Share to GAAP Diluted Earnings Per Share(1):
Non-GAAP diluted earnings per share	$	0.26			0.67			2.14			2.98
Amortization of acquired in-process research and development		-			-			(0.21	)		-
Amortization of stock-based compensation		(0.07	)		(0.09	)		(0.31	)		(0.34	)
Tax effect of stock-based compensation expense		0.02			0.03			0.11			0.12
GAAP diluted earnings per share	$	0.21			0.61			1.73			2.76
Reconciliation of GAAP Net Income to EBITDA(2):
GAAP net income	$	6,178,000			16,965,000			49,558,000			76,433,000
Income taxes		3,130,000			9,680,000			26,940,000			41,740,000
Net interest expense (income) and other		1,318,000			(1,775,000	)		429,000			(11,382,000	)
Amortization of acquired in-process research and development		-			-			6,200,000			-
Amortization of stock-based compensation		2,527,000			2,790,000			9,576,000			10,640,000
Depreciation and other amortization		5,685,000			2,922,000			21,615,000			10,906,000
EBITDA	$	18,838,000			30,582,000			114,318,000			128,337,000

(1)   Non-GAAP net income is used by management in assessing the Company’s operating results.  The Company believes that investors and analysts may use non-GAAP measures that exclude the amortization of acquired in-process research and development and stock-based compensation, along with other information contained in its SEC filings, in assessing the Company’s operating results.

(2)   Represents earnings before interest, income taxes, depreciation and amortization of intangibles, stock-based compensation and acquired in-process research and development. EBITDA is a non-GAAP operating metric used by management in assessing the Company’s operating results and ability to meet debt service requirements. The Company’s definition of EBITDA may differ from the definition of EBITDA used by other companies and may not be comparable to similarly titled measures used by other companies.  EBITDA is also a measure frequently requested by the Company’s investors and analysts. The Company believes that investors and analysts may use EBITDA, along with other information contained in its SEC filings, in assessing its ability to generate cash flow and service debt.

ECMTL

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