EX-99.1 3 ex99-1.htm PRESS RELEASE ex99-1.htm
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.


 
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