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

March 8, 2012	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 March 8, 2012, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its second quarter ended January 31, 2012 and updated its fiscal 2012 financial guidance.

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 7.01               Regulation FD Disclosure.

On March 8, 2012, the Company also announced that its Board of Directors (the “Board”) approved the declaration of a quarterly cash dividend of $0.275 per common share, payable on May 22, 2012 to stockholders of record at the close of business on April 20, 2012.

A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (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 March 8, 2012, reporting the financial results of the Company for its second quarter ended January 31, 2012 and updating its fiscal 2012 financial guidance (furnished and not filed herewith solely pursuant to Item 2.02).
99.2	Press Release, dated March 8, 2012, announcing that the Company’s Board declared a quarterly cash dividend of $0.275 per common share (furnished and not filed herewith solely pursuant to Item 7.01).

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: March 8, 2012

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

(631) 962-7000

Info@comtechtel.com

COMTECH TELECOMMUNICATIONS CORP.

ANNOUNCES RESULTS FOR THE SECOND QUARTER OF FISCAL 2012

AND PROVIDES UPDATED FISCAL 2012 GUIDANCE

Melville, New York – March 8, 2012 – Comtech Telecommunications Corp. (NASDAQ: CMTL) today reported its operating results for the three and six months ended January 31, 2012.

Net sales for the second quarter of fiscal 2012 were $99.1 million compared to $162.8 million for the second quarter of fiscal 2011. The period-over-period decrease is due to lower net sales, as expected, most notably in the Company's mobile data communications segment. GAAP net income was $5.8 million, or $0.27 per diluted share, for the second quarter of fiscal 2012 compared to $16.1 million, or $0.52 per diluted share, for the second quarter of fiscal 2011.

Net sales for the six months ended January 31, 2012 were $212.5 million compared to $341.0 million for the six months ended January 31, 2011. GAAP net income was $18.4 million, or $0.75 per diluted share, for the six months ended January 31, 2012 compared to $41.8 million, or $1.32 per diluted share, for the six months ended January 31, 2011.

The Company also announced that it is raising the low end of its fiscal 2012 revenue guidance by $20.0 million. As such, the Company’s updated fiscal 2012 revenue guidance range is now $420.0 million to $430.0 million. In addition, the Company is increasing its Adjusted EBITDA guidance by $2.0 million to a new range of $72.0 million to $77.0 million, and is increasing its diluted earnings per share guidance to a new range of $1.34 to $1.44. This guidance includes the impact of the Company’s repurchases of its common stock through March 7, 2012.

In commenting on the Company’s performance and business outlook, Fred Kornberg, President and Chief Executive Officer, stated, “During the second quarter, we continued to successfully execute our business strategies. Our second quarter results clearly demonstrate that, despite challenging global economic conditions and operating in a period of significant U.S. and foreign government budgetary constraints, our business remains strong and our long-term growth plans remain on track.”

Mr. Kornberg added, “We are currently negotiating a new BFT-1 sustainment contract with the U.S. Army. Although we are not yet certain of the exact mix of products and services that we will be asked to continue to supply, we are optimistic that at least one new BFT-1 sustainment contract will be awarded prior to March 31, 2012.”

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Selected Fiscal 2012 Second Quarter Financial Metrics and Other Items

·   Backlog as of January 31, 2012 was $126.3 million compared to $127.0 million as of October 31, 2011.

·   Total bookings for the three and six months ended January 31, 2012 were $98.4 million and $193.8 million, respectively, compared to $95.0 million and $202.5 million for the three and six months ended January 31, 2011, respectively.

·   Earnings before interest, taxes, depreciation and amortization (including amortization of intangibles and stock-based compensation) and costs related to a withdrawn fiscal 2011 contested proxy solicitation (“Adjusted EBITDA”), was $15.7 million and $39.2 million for the three and six months ended January 31, 2012, respectively, versus $32.3 million and $78.7 million for the three and six months ended January 31, 2011, respectively.

·   The Company’s income tax provision for the six months ended January 31, 2012 reflects a net discrete tax benefit of $3.5 million, almost all of which was recorded in the first quarter of fiscal 2012. The Company’s effective income tax rate for the twelve months ending July 31, 2012 is expected to approximate 35.0%, excluding any discrete tax adjustments.

·   At January 31, 2012, the Company had $400.2 million of cash and cash equivalents which does not reflect the subsequent (i) repurchase of an additional 308,279 shares of the Company’s common stock for an aggregate cost of approximately $10.0 million (including transaction costs) from February 1, 2012 through March 7, 2012; or (ii) the quarterly dividend payment of $5.4 million which was paid on February 22, 2012.

·   During the six months ended January 31, 2012, the Company repurchased 5,066,292 shares of its common stock at an aggregate cost of approximately $155.7 million (including transaction costs). From February 1, 2012 through March 7, 2012, the Company repurchased an additional 308,279 shares at an aggregate cost of approximately $10.0 million (including transaction costs). Since the establishment of the Company’s repurchase programs, it has purchased a total of 9,672,079 shares of common stock for approximately $287.4 million (including transaction costs). The Company can make additional repurchases of up to $62.9 million pursuant to its existing $250.0 million repurchase program.

·   During the three months ended January 31, 2012, the Company paid $6.1 million of cash dividends to its stockholders.

·   Additional information about the Company’s updated fiscal 2012 guidance is contained in the Company’s Second Quarter investor presentation which is located on the Company’s website at www.comtechtel.com.

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Conference Call

The Company has scheduled an investor conference call for 8:30 AM (ET) on Friday, March 9, 2012. 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) 895-1085 (domestic) or (785) 424-1055 (international) and using the conference I.D. of “Comtech.” A replay of the conference call will be available for seven days by dialing (402) 220-2663. In addition, an updated investor presentation, including earnings guidance, is available on the Company’s web site.

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, RF microwave amplifiers and mobile data communications. 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 its 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 Company’s legal proceedings and other matters; risks associated with the Company’s BFT-1 contract, including the Company’s ongoing negotiations with the U.S. Army and post-award audit of its BFT-1 contract; 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 (“SEC”).

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended January 31,						Six months ended January 31,
	2012			2011			2012			2011
Net sales	$	99,141,000			162,811,000			212,502,000			340,971,000
Cost of sales		57,725,000			101,901,000			119,806,000			215,827,000
Gross profit		41,416,000			60,910,000			92,696,000			125,144,000
Expenses:
Selling, general and administrative		19,626,000			23,175,000			43,744,000			47,190,000
Research and development		9,444,000			10,467,000			19,128,000			21,218,000
Amortization of intangibles		1,692,000			2,004,000			3,411,000			3,891,000
Merger termination fee, net		-			-			-			(12,500,000	)
		30,762,000			35,646,000			66,283,000			59,799,000
Operating income		10,654,000			25,264,000			26,413,000			65,345,000
Other expenses (income):
Interest expense		2,183,000			2,090,000			4,329,000			4,153,000
Interest income and other		(434,000	)		(626,000	)		(930,000	)		(1,320,000	)
Income before provision for income taxes		8,905,000			23,800,000			23,014,000			62,512,000
Provision for income taxes		3,084,000			7,704,000			4,592,000			20,760,000
Net income	$	5,821,000			16,096,000			18,422,000			41,752,000
Net income per share:
Basic	$	0.29			0.59			0.85			1.51
Diluted	$	0.27			0.52			0.75			1.32
Weighted average number of common shares outstanding – basic		20,087,000			27,209,000			21,672,000			27,664,000
Weighted average number of common and common equivalent shares outstanding – diluted		26,056,000			32,983,000			27,588,000			33,403,000
Dividends declared per issued and outstanding common share as of the applicable dividend record date	$	0.275			0.25			0.55			0.50

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	January 31, 2012			July 31, 2011
Assets	(Unaudited)			(Audited)
Current assets:
Cash and cash equivalents	$	400,216,000			558,804,000
Accounts receivable, net		60,902,000			70,801,000
Inventories, net		75,207,000			74,661,000
Prepaid expenses and other current assets		8,747,000			7,270,000
Deferred tax asset, net		11,892,000			11,529,000
Total current assets		556,964,000			723,065,000
Property, plant and equipment, net		24,515,000			26,638,000
Goodwill		137,354,000			137,354,000
Intangibles with finite lives, net		42,059,000			45,470,000
Deferred financing costs, net		3,326,000			3,823,000
Other assets, net		1,182,000			1,159,000
Total assets	$	765,400,000			937,509,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	18,668,000			23,501,000
Accrued expenses and other current liabilities		36,427,000			49,858,000
Dividends payable		5,352,000			6,100,000
Customer advances and deposits		8,048,000			11,011,000
Interest payable		1,553,000			1,531,000
Income taxes payable		-			4,056,000
Total current liabilities		70,048,000			96,057,000
Convertible senior notes		200,000,000			200,000,000
Other liabilities		6,306,000			6,360,000
Income taxes payable		3,235,000			3,811,000
Deferred tax liability		1,697,000			2,101,000
Total liabilities		281,286,000			308,329,000
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 28,869,089 shares and 28,731,265 shares at January 31, 2012 and July 31, 2011, respectively		2,887,000			2,873,000
Additional paid-in capital		358,697,000			355,001,000
Retained earnings		400,077,000			393,109,000
		761,661,000			750,983,000
Less:
Treasury stock, at cost (9,574,737 shares and 4,508,445shares at January 31, 2012 and July 31, 2011, respectively)		(277,547,000	)		(121,803,000	)
Total stockholders’ equity		484,114,000			629,180,000
Total liabilities and stockholders’ equity	$	765,400,000			937,509,000

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

(Unaudited)

	Three Months Ended January 31,				Six Months Ended January 31,
	2012		2011		2012		2011
Reconciliation of GAAP Net Income to Adjusted EBITDA(1):
GAAP net income	$	5,821,000		16,096,000		18,422,000		41,752,000
Income taxes		3,084,000		7,704,000		4,592,000		20,760,000
Net interest expense and other		1,749,000		1,464,000		3,399,000		2,833,000
Amortization of stock-based compensation		1,036,000		1,351,000		1,909,000		2,859,000
Depreciation and other amortization		4,053,000		5,686,000		8,192,000		10,511,000
Costs related to withdrawn fiscal 2011 contested proxy solicitation		-		-		2,638,000		-
Adjusted EBITDA	$	15,743,000		32,301,000		39,152,000		78,715,000

(1)   Represents earnings before interest, income taxes, depreciation and amortization of intangibles, stock-based compensation and costs related to a withdrawn fiscal 2011 contested proxy solicitation. Adjusted EBITDA is a non-GAAP operating metric used by management in assessing the Company’s operating results. The Company’s definition of Adjusted 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.  Adjusted EBITDA is also a measure frequently requested by the Company’s investors and analysts. The Company believes that investors and analysts may use Adjusted 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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EX-99.2

Exhibit 99.2

COMTECH TELECOMMUNICATIONS CORP.

DECLARES $0.275 PER SHARE QUARTERLY CASH DIVIDEND

Melville, New York – March 8, 2012 – Comtech Telecommunications Corp. (NASDAQ: CMTL) announced today that its Board of Directors declared a quarterly cash dividend of $0.275 per share, payable on May 22, 2012 to shareholders of record at the close of business on April 20, 2012. The dividend is the Company’s seventh quarterly dividend. While future dividends will be subject to Board approval, the Board of Directors is currently targeting annual dividend payments aggregating $1.10 per share.

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, RF microwave amplifiers and mobile data communications. 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.

Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results could differ materially from such forward-looking information. The Company's Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in its entirety by the risks and uncertainties described in such Securities and Exchange Commission filings.

PCMTL

Media Contacts:

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

631-962-7000

info@comtechtel.com

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