FORM 8-K |
October 3, 2013 | 0-7928 | |
Date of Report (Date of earliest event reported) | Commission File Number |
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(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) |
Exhibit Number | Description |
By: | /s/ Michael D. Porcelain Name: Michael D. Porcelain Title: Senior Vice President and |
• | Backlog as of July 31, 2013 was $189.7 million compared to $153.9 million as of July 31, 2012. |
• | Total bookings for the three and twelve months ended July 31, 2013 were $144.0 million and $355.6 million, respectively, compared to $129.3 million and $434.0 million for the three and twelve months ended July 31, 2012, respectively. |
• | Adjusted EBITDA was $14.0 million and $52.2 million for the three and twelve months ended July 31, 2013, respectively, as compared to $21.6 million and $76.2 million for the three and twelve months ended July 31, 2012, 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 2013 was 36.1%, which includes a net discrete tax expense of less than $0.1 million. The Company's effective income tax rate of 35.2% for the twelve months ended July 31, 2013 reflects a net discrete tax benefit of $0.2 million. The Company's effective income tax rate, excluding discrete tax items in fiscal 2013, was 36.0% and this rate is expected to increase to approximately 36.5% in fiscal 2014. |
• | At July 31, 2013, the Company had $356.6 million of cash and cash equivalents which does not reflect the quarterly dividend payment of $4.5 million that was paid on August 20, 2013. |
• | During the three months ended July 31, 2013, the Company repurchased 104,149 shares of its common stock at an aggregate cost of approximately $2.7 million (including transaction costs). Since establishing the Company’s first repurchase program on September 23, 2010, the Company has repurchased a total of 12,397,564 shares of common stock for approximately $365.9 million (including transaction costs). The Company can make additional repurchases of up to $34.3 million pursuant to its existing $50.0 million stock repurchase program. |
• | The Company's 3.0% convertible senior notes are reflected as a current liability in its consolidated balance sheet at July 31, 2013, as it is possible that the holders of the notes may require the Company to repurchase some or all of the outstanding notes on May 1, 2014. |
• | In October 2013 (the first quarter of the Company's fiscal 2014) the Company sold certain of its Sensor Enabled Notification System ("SENS") technology and products, including certain intellectual property, to one of its customers for approximately $2.0 million. |
• | Additional information about the Company’s updated fiscal 2014 guidance is included in the Company’s fourth quarter investor presentation which is located on the Company’s website at www.comtechtel.com. |
(Unaudited) | (Audited) | |||||||||||
Three months ended July 31, | Twelve months ended July 31, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Net sales | $ | 84,411,000 | 112,775,000 | 319,797,000 | 425,070,000 | |||||||
Cost of sales | 49,051,000 | 63,640,000 | 178,967,000 | 241,561,000 | ||||||||
Gross profit | 35,360,000 | 49,135,000 | 140,830,000 | 183,509,000 | ||||||||
Expenses: | ||||||||||||
Selling, general and administrative | 15,648,000 | 23,357,000 | 63,265,000 | 87,106,000 | ||||||||
Research and development | 8,341,000 | 9,880,000 | 36,748,000 | 38,489,000 | ||||||||
Amortization of intangibles | 1,582,000 | 1,600,000 | 6,328,000 | 6,637,000 | ||||||||
25,571,000 | 34,837,000 | 106,341,000 | 132,232,000 | |||||||||
Operating income | 9,789,000 | 14,298,000 | 34,489,000 | 51,277,000 | ||||||||
Other expenses (income): | ||||||||||||
Interest expense | 2,013,000 | 2,311,000 | 8,163,000 | 8,832,000 | ||||||||
Interest income and other | (289,000 | ) | (295,000 | ) | (1,167,000 | ) | (1,595,000 | ) | ||||
Income before provision for income taxes | 8,065,000 | 12,282,000 | 27,493,000 | 44,040,000 | ||||||||
Provision for income taxes | 2,909,000 | 4,354,000 | 9,685,000 | 11,624,000 | ||||||||
Net income | $ | 5,156,000 | 7,928,000 | 17,808,000 | 32,416,000 | |||||||
Net income per share: | ||||||||||||
Basic | $ | 0.31 | 0.45 | 1.05 | 1.62 | |||||||
Diluted | $ | 0.28 | 0.38 | 0.97 | 1.42 | |||||||
Weighted average number of common shares outstanding – basic | 16,434,000 | 17,756,000 | 16,963,000 | 19,995,000 | ||||||||
Weighted average number of common and common equivalent shares outstanding – diluted | 22,620,000 | 23,777,000 | 23,064,000 | 25,991,000 | ||||||||
Dividends declared per issued and outstanding common share as of the applicable dividend record date | $ | 0.275 | 0.275 | 1.10 | 1.10 | |||||||
July 31, 2013 | July 31, 2012 | |||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 356,642,000 | 367,894,000 | |||
Accounts receivable, net | 49,915,000 | 56,242,000 | ||||
Inventories, net | 65,482,000 | 72,361,000 | ||||
Prepaid expenses and other current assets | 7,428,000 | 8,196,000 | ||||
Deferred tax asset, net | 10,184,000 | 12,183,000 | ||||
Total current assets | 489,651,000 | 516,876,000 | ||||
Property, plant and equipment, net | 20,333,000 | 22,832,000 | ||||
Goodwill | 137,354,000 | 137,354,000 | ||||
Intangibles with finite lives, net | 32,505,000 | 38,833,000 | ||||
Deferred tax asset, net, non-current | — | 438,000 | ||||
Deferred financing costs, net | 1,093,000 | 2,487,000 | ||||
Other assets, net | 879,000 | 958,000 | ||||
Total assets | $ | 681,815,000 | 719,778,000 | |||
Liabilities and Stockholders’ Equity | ||||||
Current liabilities: | ||||||
Convertible senior notes, current | $ | 200,000,000 | — | |||
Accounts payable | 18,390,000 | 20,967,000 | ||||
Accrued expenses and other current liabilities | 29,892,000 | 40,870,000 | ||||
Dividends payable | 4,531,000 | 4,773,000 | ||||
Customer advances and deposits | 14,749,000 | 14,516,000 | ||||
Interest payable | 1,529,000 | 1,529,000 | ||||
Total current liabilities | 269,091,000 | 82,655,000 | ||||
Convertible senior notes, non-current | — | 200,000,000 | ||||
Other liabilities | 3,958,000 | 5,098,000 | ||||
Income taxes payable | 2,963,000 | 2,624,000 | ||||
Deferred tax liability | 1,741,000 | — | ||||
Total liabilities | 277,753,000 | 290,377,000 | ||||
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 29,066,792 shares and 28,931,679 shares at July 31, 2013 and July 31, 2012, respectively | 2,907,000 | 2,893,000 | ||||
Additional paid-in capital | 363,888,000 | 361,458,000 | ||||
Retained earnings | 403,398,000 | 404,227,000 | ||||
770,193,000 | 768,578,000 | |||||
Less: | ||||||
Treasury stock, at cost (12,608,501 shares and 11,564,059 shares at July 31, 2013 and July 31, 2012, respectively) | (366,131,000 | ) | (339,177,000 | ) | ||
Total stockholders’ equity | 404,062,000 | 429,401,000 | ||||
Total liabilities and stockholders’ equity | $ | 681,815,000 | 719,778,000 | |||
Three Months Ended July 31, | Twelve Months Ended July 31, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Reconciliation of GAAP Net Income to Adjusted EBITDA(1): | ||||||||||||
GAAP net income | $ | 5,156,000 | 7,928,000 | 17,808,000 | 32,416,000 | |||||||
Income taxes | 2,909,000 | 4,354,000 | 9,685,000 | 11,624,000 | ||||||||
Net interest expense and other | 1,724,000 | 2,016,000 | 6,996,000 | 7,237,000 | ||||||||
Amortization of stock-based compensation | 885,000 | 854,000 | 3,130,000 | 3,572,000 | ||||||||
Depreciation and other amortization | 3,460,000 | 3,906,000 | 14,165,000 | 16,162,000 | ||||||||
Restructuring charges related to the wind-down of microsatellite product line | (111,000 | ) | 2,577,000 | 458,000 | 2,577,000 | |||||||
Costs related to withdrawn fiscal 2011 contested proxy solicitation | — | — | — | 2,638,000 | ||||||||
Adjusted EBITDA | $ | 14,023,000 | 21,635,000 | 52,242,000 | 76,226,000 |
(1) | Represents earnings before interest, income taxes, depreciation and amortization of intangibles and stock-based compensation, restructuring charges related to the wind-down of the microsatellite product line of the Company’s mobile data communications segment 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. |