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 26, 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 September 26, 2012, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its fourth quarter and full year ended July 31, 2012 and its initial fiscal 2013 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 September 26, 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 November 20, 2012 to stockholders of record at the close of business on October 19, 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 September 26, 2012, reporting the financial results of the Company for its fourth quarter and fiscal year ended July 31, 2012, and providing initial fiscal 2013 financial guidance (furnished and not filed herewith solely pursuant to Item 2.02).
99.2	Press Release, dated September 26, 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: September 26, 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 FISCAL 2012 FOURTH QUARTER AND FULL YEAR AND

PROVIDES INITIAL FISCAL 2013 GUIDANCE

Melville, New York – September 26, 2012 – Comtech Telecommunications Corp. (NASDAQ: CMTL) today reported its operating results for the fourth quarter and fiscal year ended July 31, 2012.

Net sales for the fourth quarter and full year of fiscal 2012 were $112.8 million and $425.1 million, respectively, as compared to $140.3 million and $612.4 million for the same periods in fiscal 2011. The fourth quarter and full year decrease in sales is primarily due to lower net sales, as expected, in the Company’s mobile data communications segment which was due to lower MTS and BFT-1 sales to the U.S. Army.

Excluding $2.6 million of charges and expenses associated with a restructuring plan to wind-down the Company’s mobile data communications segment’s microsatellite product line and $2.6 million of costs incurred in the first quarter of fiscal 2012 related to a withdrawn fiscal 2011 contested proxy solicitation, the Company reported Non-GAAP diluted earnings per share (“EPS”) of $0.45 and $1.55 for the fourth quarter and full fiscal year ended July 31, 2012, respectively. GAAP diluted EPS was $0.38 and $1.42 for the fourth quarter and full fiscal year ended July 31, 2012, respectively, as compared to $0.42 and $2.22 for the comparative periods in fiscal 2011.

Adjusted EBITDA was $21.6 million and $76.2 million for the fourth quarter of fiscal 2012 and the full fiscal year ended July 31, 2012, respectively.

The Company also announced initial financial guidance for its July 31, 2013 fiscal year. The Company projects that sales for fiscal 2013 will be between $375.0 million and $395.0 million, which assumes virtually no revenue generated from its microsatellite product line. GAAP diluted EPS is expected to be between $1.40 and $1.50 and includes additional microsatellite product line restructuring charges of approximately $1.0 million, which are expected to be recorded in the first quarter. Adjusted EBITDA for fiscal 2013 is expected to be in the range of $70.0 million to $74.0 million.

In commenting on the Company’s performance and business outlook, Fred Kornberg, President and Chief Executive Officer, stated, “Although market conditions remain challenging, we posted solid results in the fourth quarter and achieved our highest level of quarterly bookings in fiscal 2012.”

Mr. Kornberg added, “We enter fiscal 2013 with optimism and we continue to take steps to focus on our core businesses and to appropriately respond to the ever-changing business environment.”

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Selected Fiscal 2012 Fourth Quarter and Full Year Financial Metrics and Other Items

·   Backlog as of July 31, 2012 was $153.9 million compared to $145.0 million as of July 31, 2011.

·   Total bookings for the three and twelve months ended July 31, 2012 were $129.3 million and $434.0 million, respectively, compared to $89.1 million and $419.3 million for the three and twelve months ended July 31, 2011, respectively.

·   During the fourth quarter of fiscal 2012, due to ongoing and anticipated future pressure on our U.S. government customer to reduce its spending, the Company adopted a restructuring plan to wind-down its mobile data communications segment’s microsatellite product line. In connection with this plan, the Company recorded a pre-tax restructuring charge of $2.6 million (of which $0.7 million relates to accelerated depreciation of fixed assets that will no longer be used). The Company expects to record approximately $1.0 million of additional restructuring charges and expenses during the first quarter of fiscal 2013.

·   Adjusted EBITDA was $21.6 million and $76.2 million for the three and twelve months ended July 31, 2012, respectively, as compared to $27.8 million and $135.5 million for the three and twelve months ended July 31, 2011, respectively. Adjusted EBITDA is a Non-GAAP financial measure and is defined in the below table.

·   The Company’s effective income tax rate in the fourth quarter of fiscal 2012 was 35.5%, which includes a net discrete tax expense of approximately $0.1 million. The Company’s effective income tax rate of 26.4% for the twelve months ended July 31, 2012 reflects a net discrete tax benefit of $3.8 million. The Company’s effective income tax rate for the twelve months ending July 31, 2013 is expected to approximate 34.5%, excluding any discrete tax adjustments.

·   At July 31, 2012, the Company had $367.9 million of cash and cash equivalents which does not reflect a quarterly dividend payment of $4.8 million which was paid on August 20, 2012. During the twelve months ended July 31, 2012, the Company paid cash dividends of $22.6 million to its stockholders.

·   During the twelve months ended July 31, 2012, the Company repurchased 7,055,614 shares of its common stock at an aggregate cost of approximately $217.4 million (including transaction costs). Since establishing the Company’s first repurchase program on September 23, 2010, the Company has purchased a total of 11,353,122 shares of common stock for approximately $339.0 million (including transaction costs). The Company can make additional repurchases of up to $11.3 million pursuant to its existing $250.0 million repurchase program.

·   Additional information about the Company’s fiscal 2013 guidance is contained in the Company’s fourth 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 Thursday, September 27, 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) 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 (800) 723-0520 or (402) 220-2653. 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 certain U.S. government investigations; risks associated with the Company’s BFT-1 contract, including its ongoing negotiations with the U.S. Army regarding pricing for the engineering services, program management and satellite network operations under its sustainment contract awarded in March 2012, and the 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.

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended July 31,
	2012									2011
	Non-GAAP			Microsatellite Product Line Restructuring Adjustments			GAAP			GAAP
Net sales	$	112,775,000			-			112,775,000			140,327,000
Cost of sales		62,370,000			1,270,000			63,640,000			81,396,000
Gross profit		50,405,000			(1,270,000	)		49,135,000			58,931,000
Expenses:
Selling, general and administrative		22,050,000			1,307,000			23,357,000			24,399,000
Research and development		9,880,000			-			9,880,000			11,970,000
Amortization of intangibles		1,600,000			-			1,600,000			2,027,000
		33,530,000			1,307,000			34,837,000			38,396,000
Operating income (loss)		16,875,000			(2,577,000	)		14,298,000			20,535,000
Other expenses (income):
Interest expense		2,311,000			-			2,311,000			2,127,000
Interest income and other		(295,000	)		-			(295,000	)		(544,000	)
Income (loss) before provision for income taxes		14,859,000			(2,577,000	)		12,282,000			18,952,000
Provision for (benefit from) income taxes		5,256,000			(902,000	)		4,354,000			7,064,000
Net income (loss)	$	9,603,000			(1,675,000	)		7,928,000			11,888,000
Net income (loss) per share:
Basic	$	0.54			(0.09	)		0.45			0.47
Diluted	$	0.45			(0.07	)		0.38			0.42
Weighted average number of common shares outstanding – basic		17,756,000			17,756,000			17,756,000			25,454,000
Weighted average number of common and common equivalent shares outstanding – diluted		23,777,000			23,777,000			23,777,000			31,300,000
Dividends declared per issued and outstanding common share as of the applicable dividend record date	$	0.275						0.275			0.25

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations, continued

	Twelve months ended July 31,
	2012									2011
	Non-GAAP (Unaudited)			Microsatellite Product Line Restructuring and Proxy Costs Adjustments (Unaudited)			GAAP (Audited)			GAAP (Audited)
Net sales	$	425,070,000			-			425,070,000			612,379,000
Cost of sales		240,291,000			1,270,000			241,561,000			371,333,000
Gross profit		184,779,000			(1,270,000	)		183,509,000			241,046,000
Expenses:
Selling, general and administrative		83,161,000			3,945,000			87,106,000			94,141,000
Research and development		38,489,000			-			38,489,000			43,516,000
Amortization of intangibles		6,637,000			-			6,637,000			8,091,000
Merger termination fee, net		-			-			-			(12,500,000	)
		128,287,000			3,945,000			132,232,000			133,248,000
Operating income (loss)		56,492,000			(5,215,000	)		51,277,000			107,798,000
Other expenses (income):
Interest expense		8,832,000			-			8,832,000			8,415,000
Interest income and other		(1,595,000	)		-			(1,595,000	)		(2,421,000	)
Income (loss) before provision for income taxes		49,255,000			(5,215,000	)		44,040,000			101,804,000
Provision for (benefit from) income taxes		13,449,000			( 1,825,000	)		11,624,000			33,909,000
Net income (loss)	$	35,806,000			(3,390,000	)		32,416,000			67,895,000
Net income (loss) per share:
Basic	$	1.79			(0.17	)		1.62			2.53
Diluted	$	1.55			(0.13	)		1.42			2.22
Weighted average number of common shares outstanding – basic		19,995,000			19,995,000			19,995,000			26,842,000
Weighted average number of common and common equivalent shares outstanding – diluted		25,991,000			25,991,000			25,991,000			32,623,000
Dividends declared per issued and outstanding common share as of the applicable dividend record date	$	1.10						1.10			1.00

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Audited)

	July 31, 2012			July 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	367,894,000			558,804,000
Accounts receivable, net		56,242,000			70,801,000
Inventories, net		72,361,000			74,661,000
Prepaid expenses and other current assets		8,196,000			7,270,000
Deferred tax asset, net		12,183,000			11,529,000
Total current assets		516,876,000			723,065,000
Property, plant and equipment, net		22,832,000			26,638,000
Goodwill		137,354,000			137,354,000
Intangibles with finite lives, net		38,833,000			45,470,000
Deferred tax asset, net, non-current		438,000			-
Deferred financing costs, net		2,487,000			3,823,000
Other assets, net		958,000			1,159,000
Total assets	$	719,778,000			937,509,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	20,967,000			23,501,000
Accrued expenses and other current liabilities		40,870,000			49,858,000
Dividends payable		4,773,000			6,100,000
Customer advances and deposits		14,516,000			11,011,000
Interest payable		1,529,000			1,531,000
Income taxes payable		-			4,056,000
Total current liabilities		82,655,000			96,057,000
Convertible senior notes		200,000,000			200,000,000
Other liabilities		5,098,000			6,360,000
Income taxes payable		2,624,000			3,811,000
Deferred tax liability		-			2,101,000
Total liabilities		290,377,000			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 28,931,679 shares and 28,731,265 shares at July 31, 2012 and July 31, 2011, respectively		2,893,000			2,873,000
Additional paid-in capital		361,458,000			355,001,000
Retained earnings		404,227,000			393,109,000
		768,578,000			750,983,000
Less:
Treasury stock, at cost (11,564,059 shares and 4,508,445shares at July 31, 2012 and July 31, 2011, respectively)		(339,177,000	)		(121,803,000	)
Total stockholders’ equity		429,401,000			629,180,000
Total liabilities and stockholders’ equity	$	719,778,000			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 July 31,				Twelve Months Ended July 31,
	2012		2011		2012		2011
Reconciliation of GAAP Net Income to Adjusted EBITDA(1):
GAAP net income	$	7,928,000		11,888,000		32,416,000		67,895,000
Income taxes		4,354,000		7,064,000		11,624,000		33,909,000
Net interest expense and other		2,016,000		1,583,000		7,237,000		5,994,000
Amortization of stock-based compensation		854,000		1,380,000		3,572,000		5,357,000
Depreciation and other amortization		3,906,000		5,928,000		16,162,000		22,344,000
Accelerated depreciation expense related to the wind-down of microsatellite product line		680,000		-		680,000		-
Other restructuring charges related to the wind-down of microsatellite product line		1,897,000		-		1,897,000		-
Costs related to withdrawn fiscal 2011 contested proxy solicitation		-		-		2,638,000		-
Adjusted EBITDA	$	21,635,000		27,843,000		76,226,000		135,499,000

(1)   Represents earnings before interest, income taxes, depreciation and amortization of intangibles and stock-based compensation, accelerated depreciation expense and other restructuring charges related to the wind-down of the Company’s mobile data communications segment’s microsatellite product line 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 – September 26, 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 November 20, 2012 to shareholders of record at the close of business on October 19, 2012. The dividend is the Company’s ninth 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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