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

December 8, 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 December 8, 2009, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its first quarter ended October 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 December 8, 2009, reporting the financial results of the Company for its first quarter ended October 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:  December 8, 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 THE FIRST QUARTER OF FISCAL 2010

Melville, New York – December 8, 2009 – Comtech Telecommunications Corp. (NASDAQ: CMTL) today reported its operating results for the first quarter ended October 31, 2009.

Net sales for the first quarter of fiscal 2010 were $133.8 million compared to $191.9 million for the first quarter of fiscal 2009. As expected, the period-over-period decrease in net sales is attributable to lower sales in all three of the Company’s business segments. However, during the first quarter of fiscal 2010, the Company did begin recording significant revenue in its mobile data communications segment relating to shipments for orders previously received from the U.S. Army. The Company currently expects these shipments to continue throughout fiscal 2010, resulting in quarterly consolidated revenues likely increasing from the first quarter levels for each of the remaining quarters of fiscal 2010.

GAAP net income was $9.0 million, or $0.30 per diluted share, for the first quarter of fiscal 2010 compared to $21.6 million, or $0.80 per diluted share, for the first quarter of fiscal 2009.

In commenting on the Company's performance, Fred Kornberg, President and Chief Executive Officer, stated, “As I look to the remainder of fiscal 2010, I believe we are at a turning point and starting to pick up speed, and that we remain on track to achieve another year of record revenues and significant year-over-year earnings growth.”

Mr. Kornberg added, “We had approximately $535.6 million in backlog as of October 31, 2009, of which a substantial portion is expected to ship in fiscal 2010. Additionally, with over $500.0 million of cash and cash equivalents, we are continuing our efforts to identify and execute acquisitions to supplement our expected organic growth and to diversify our business.”

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Selected Fiscal 2010 First Quarter Financial Metrics and Other Items

·   Backlog as of October 31, 2009 was $535.6 million compared to $549.8 million as of July 31, 2009 and $219.1 million as of October 31, 2008. Bookings for the first quarter of fiscal 2010 were $120.6 million compared to $158.6 million for the first quarter of fiscal 2009.

·   Earnings before interest, taxes, depreciation and amortization, including amortization of acquired in-process research and development (“EBITDA”), was $21.4 million for the first quarter of fiscal 2010, versus $50.0 million for the first quarter of fiscal 2009.

·   At October 31, 2009, the Company had $500.1 million of cash and cash equivalents. Net cash provided by operating activities was $13.0 million for the three months ended October 31, 2009 compared to $2.7 million for the three months ended October 31, 2008.

·   The Company’s effective tax rate of 31.8% for the three months ended October 31, 2009 includes discrete tax benefits of $0.6 million, primarily relating to the reversal of tax contingencies no longer required due to the expiration of the applicable statutes of limitations.

·   During the first quarter of fiscal 2010, the Company began recording significant revenue relating to the shipment of new MTS ruggedized computers and certain related accessories to the U.S. Army. These MTS ruggedized computers, as well as certain related accessories, are manufactured by a third-party supplier. As further discussed in our Form 10-Q filed earlier today, the Company believes that shipments of the new MTS ruggedized computers will continue throughout fiscal 2010.

·   As further discussed in the Company’s Form 10-Q filed earlier today, on August 1, 2009, although the Company’s 2.0% convertible senior notes were no longer outstanding, it was required to retroactively adjust the historical reporting relating to its 2.0% convertible senior notes in accordance with FASB ASC 470-20, “Debt - Debt with Conversion and Other Options.” The retroactive adjustment did not impact the Company’s diluted earnings per share for the three months ended October 31, 2008.

Conference Call

The Company has scheduled an investor conference call for 8:30 AM (ET) on Wednesday, December 9, 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) 894-5910 (domestic) or (785) 424-1052 (international) and using the conference I.D. of “Comtech.” A replay of the conference call will be available for seven days by dialing (402) 220-1116. 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 the Company's 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 Company’s legal proceedings and other matters, risks associated with the Company’s recent MTS orders, risks associated with the Company’s MTS and BFT contracts, risks associated with the Company’s obligations under its revolving credit facility, 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)

	Three months ended October 31,
	2009			2008
				(as adjusted)
Net sales	$	133,816,000			191,915,000
Cost of sales		84,042,000			104,936,000
Gross profit		49,774,000			86,979,000
Expenses:
Selling, general and administrative		21,719,000			28,978,000
Research and development		11,324,000			14,125,000
Amortization of acquired in-process research and development		-			6,200,000
Amortization of intangibles		1,764,000			1,793,000
		34,807,000			51,096,000
Operating income		14,967,000			35,883,000
Other expenses (income):
Interest expense		1,967,000			1,825,000
Interest income and other		(235,000	)		(1,277,000	)
Income before provision for income taxes		13,235,000			35,335,000
Provision for income taxes		4,203,000			13,694,000
Net income	$	9,032,000			21,641,000
Net income per share:
Basic	$	0.32			0.88
Diluted	$	0.30			0.80
Weighted average number of common shares outstanding – basic		28,222,000			24,586,000
Weighted average number of common and common equivalent shares outstanding – diluted		34,057,000			28,537,000

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	October 31, 2009			July 31, 2009
Assets	(Unaudited)			(Audited)
				(as adjusted)
Current assets:
Cash and cash equivalents	$	500,055,000			485,450,000
Accounts receivable, net		92,036,000			79,477,000
Inventories, net		94,505,000			95,597,000
Prepaid expenses and other current assets		10,300,000			13,398,000
Deferred tax asset		15,053,000			15,129,000
Total current assets		711,949,000			689,051,000
Property, plant and equipment, net		36,444,000			38,486,000
Goodwill		149,253,000			149,253,000
Intangibles with finite lives, net		53,508,000			55,272,000
Deferred financing costs, net		5,707,000			6,053,000
Other assets, net		649,000			556,000
Total assets	$	957,510,000			938,671,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	24,208,000			19,233,000
Accrued expenses and other current liabilities		49,846,000			51,741,000
Customer advances and deposits		16,710,000			19,571,000
Interest payable		2,928,000			1,418,000
Income taxes payable		5,722,000			563,000
Total current liabilities		99,414,000			92,526,000
Convertible senior notes		200,000,000			200,000,000
Other liabilities		2,381,000			2,283,000
Income taxes payable		5,199,000			4,267,000
Deferred tax liability		9,312,000			10,466,000
Total liabilities		316,306,000			309,542,000
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 28,452,302 shares and 28,390,855 shares at October 31, 2009 and July 31, 2009, respectively		2,845,000			2,839,000
Additional paid-in capital		338,693,000			335,656,000
Retained earnings		299,851,000			290,819,000
		641,389,000			629,314,000
Less:
Treasury stock (210,937 shares)		(185,000	)		(185,000	)
Total stockholders’ equity		641,204,000			629,129,000
Total liabilities and stockholders’ equity	$	957,510,000			938,671,000

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

(Unaudited)

	Three Months Ended October 31,
	2009		2008
			(as adjusted)
Reconciliation of GAAP Net Income to EBITDA(1):
GAAP net income	$	9,032,000		21,641,000
Income taxes		4,203,000		13,694,000
Net interest expense and other		1,732,000		548,000
Amortization of acquired in-process research and development		-		6,200,000
Amortization of stock-based compensation		1,776,000		2,418,000
Depreciation and other amortization		4,666,000		5,466,000
EBITDA	$	21,409,000		49,967,000

(1)   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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