Segment Information

12 Months Ended

Jul. 31, 2023

Segment Reporting [Abstract]

Segment Information

Segment Information

Reportable operating segments are determined based on Comtech’s management approach. The management approach, as defined by FASB ASC 280 "Segment Reporting" is based on the way that the CODM organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. Our CODM, for purposes of FASB ASC 280, is our Chief Executive Officer.

Satellite and Space Communications is organized into four technology areas: satellite modem technologies and amplifier technologies, troposcatter and SATCOM solutions, space components and antennas, and high-power amplifiers and switches technologies. This segment offers customers: satellite ground station technologies, services and system integration that facilitate the transmission of voice, video and data over GEO, MEO and LEO satellite constellations, including solid-state and traveling wave tube power amplifiers, modems, VSAT platforms and frequency converters; satellite communications and tracking antenna systems, including high precision full motion fixed and mobile X/Y tracking antennas, RF feeds, reflectors and radomes; over-the-horizon microwave equipment that can transmit digitized voice, video, and data over distances up to 200 miles using the troposphere and diffraction, including the Comtech COMET™; solid-state, RF microwave high-power amplifiers and control components designed for radar, electronic warfare, data link, medical and aviation applications; and procurement and supply chain management of high reliability Electrical, Electronic and Electromechanical ("EEE") parts for satellite, launch vehicle and manned space applications.

Terrestrial and Wireless Networks is organized into three service areas: next generation 911 and call delivery, Solacom call handling solutions, and trusted location and messaging solutions. This segment offers customers: SMS text to 911 services, providing alternate paths for individuals who need to request assistance (via text messaging) a method to reach Public Safety Answering Points ("PSAPs"); next generation 911 solutions, providing emergency call routing, location validation, policy-based routing rules, logging and security functionality; Emergency Services IP Network transport infrastructure for emergency services communications and support of next generation 911 services; call handling applications for PSAPs; wireless emergency alerts solutions for network operators; and software and equipment for location-based and text messaging services for various applications, including for public safety, commercial and government services.

Our CODM primarily uses a metric that we refer to as Adjusted EBITDA to measure an operating segment’s performance and to make decisions about resources to be allocated. Our Adjusted EBITDA metric for the Satellite and Space Communications and Terrestrial and Wireless Networks segments do not consider any allocation of indirect expense, or any of the following: income taxes, interest, change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, amortization of stock-based compensation, amortization of intangibles, depreciation expense, amortization of cost to fulfill assets, acquisition plan expenses, restructuring costs, COVID-19 related costs, strategic emerging technology costs (for next-generation satellite technology), facility exit costs, CEO transition costs, proxy solicitation costs, strategic alternatives expenses and other. These items, while periodically affecting our results, may vary significantly from period to period and may have a disproportionate effect in a given period, thereby affecting the comparability of results. Any amounts shown in the Adjusted EBITDA calculation for our Satellite and Space Communications and Terrestrial and Wireless Networks segments are directly attributable to those segments. Our Adjusted EBITDA is also used by our management in assessing the Company's operating results. Although closely aligned, the Company's definition of Adjusted EBITDA is different than the Consolidated EBITDA (as such term is defined in our Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted EBITDA used by other companies and, therefore, may not be comparable to similarly titled measures used by other companies.

Operating segment information, along with a reconciliation of segment net income (loss) and consolidated net income to Adjusted EBITDA is presented in the tables below:

	Fiscal Year Ended July 31, 2023
	Satellite and Space Communications		Terrestrial and Wireless Networks	Unallocated	Total
Net sales	$	337,756,000	212,238,000	—	$	549,994,000
Operating income (loss)	$	15,041,000	12,323,000	(42,024,000)	$	(14,660,000)
Net income (loss)	$	15,539,000	12,297,000	(54,735,000)	$	(26,899,000)
Benefit from income taxes	(1,724,000)		(193,000)	(2,031,000)	(3,948,000)
Interest expense	2,000		—	14,959,000	14,961,000
Interest (income) and other	1,224,000		219,000	(217,000)	1,226,000
Amortization of stock-based compensation	—		—	10,107,000	10,107,000
Amortization of intangibles	7,312,000		14,084,000	—	21,396,000
Depreciation	4,121,000		7,637,000	164,000	11,922,000
Amortization of cost to fulfill assets	959,000		—	—	959,000
Restructuring costs	5,725,000		1,220,000	3,907,000	10,852,000
Strategic emerging technology costs	3,833,000		—	—	3,833,000
CEO transition costs	—		—	9,090,000	9,090,000
Adjusted EBITDA	$	36,991,000	35,264,000	(18,756,000)	$	53,499,000
Purchases of property, plant and equipment	$	7,244,000	10,075,000	992,000	$	18,311,000
Total assets at July 31, 2023	$	515,449,000	460,034,000	20,754,000	$	996,237,000

	Fiscal Year Ended July 31, 2022
	Satellite and Space Communications		Terrestrial and Wireless Networks	Unallocated	Total
Net sales	$	279,678,000	206,561,000	—	$	486,239,000
Operating (loss) income	$	(5,671,000)	18,925,000	(47,006,000)	$	(33,752,000)
Net (loss) income	$	(3,852,000)	18,796,000	(47,996,000)	$	(33,052,000)
(Benefit from) provision for income taxes	(1,120,000)		19,000	(2,922,000)	(4,023,000)
Interest expense	98,000		—	4,933,000	5,031,000
Interest (income) and other	(797,000)		110,000	(16,000)	(703,000)
Change in fair value of convertible    preferred stock purchase option liability	—		—	(1,005,000)	(1,005,000)
Amortization of stock-based compensation	—		—	7,767,000	7,767,000
Amortization of intangibles	7,312,000		14,084,000	—	21,396,000
Depreciation	4,049,000		6,069,000	196,000	10,314,000
Amortization of cost to fulfill assets	469,000		—	—	469,000
Restructuring costs	5,666,000		—	299,000	5,965,000
COVID-19 related costs	1,105,000		—	—	1,105,000
Strategic emerging technology costs	1,197,000		—	—	1,197,000
CEO transition costs	—		—	13,554,000	13,554,000
Proxy solicitation costs	—		—	11,248,000	11,248,000
Adjusted EBITDA	$	14,127,000	39,078,000	(13,942,000)	$	39,263,000
Purchases of property, plant and equipment	$	8,915,000	10,704,000	—	$	19,619,000
Total assets at July 31, 2022	$	487,235,000	461,443,000	25,619,000	$	974,297,000

	Fiscal Year Ended July 31, 2021
	Satellite and Space Communications		Terrestrial and Wireless Networks	Unallocated	Total
Net sales	$	374,850,000	206,845,000	—	$	581,695,000
Operating income (loss)	$	24,281,000	25,185,000	(117,764,000)	$	(68,298,000)
Net income (loss)	$	24,357,000	24,396,000	(122,233,000)	$	(73,480,000)
(Benefit from) provision for income taxes	(377,000)		795,000	(1,918,000)	(1,500,000)
Interest expense	66,000		—	6,755,000	6,821,000
Interest (income) and other	235,000		(6,000)	(368,000)	(139,000)
Amortization of stock-based compensation	—		—	9,983,000	9,983,000
Amortization of intangibles	5,695,000		15,325,000	—	21,020,000
Depreciation	3,721,000		5,316,000	342,000	9,379,000
Restructuring costs	2,782,000		—	—	2,782,000
COVID-19 related costs	1,046,000		—	—	$	1,046,000
Strategic emerging technology costs	315,000		—	—	$	315,000
Acquisition plan expenses	—		(1,052,000)	101,344,000	100,292,000
Adjusted EBITDA	$	37,840,000	44,774,000	(6,095,000)	$	76,519,000
Purchases of property, plant and equipment	$	8,456,000	7,498,000	83,000	$	16,037,000
Long-lived assets acquired in connection   with acquisitions	$	47,958,000	—	—	$	47,958,000
Total assets at July 31, 2021	$	507,981,000	462,877,000	22,253,000	$	993,111,000

Unallocated expenses result from corporate expenses such as executive compensation, accounting, legal and other regulatory compliance related costs and also includes all of our amortization of stock-based compensation. See Note (2) - "CEO Transition Costs and Related" for information related to such costs. During fiscal 2023, our Unallocated segment incurred $3,907,000 of restructuring costs focused on streamlining our operations. During fiscal 2022, we incurred $11,248,000 of proxy solicitation costs (including legal and advisory fees and costs associated with a related lawsuit) as a result of a now-settled proxy contest and expensed $13,554,000 of transition costs related to the former CEO, Fred Kornberg. During fiscal 2021, we recorded $100,292,000 of acquisition plan expenses, most of which were recorded in our unallocated expenses and related to the previously announced litigation and merger termination with Gilat Satellite Networks, Ltd. ("Gilat"), costs associated with the settlement of litigation associated with the 2019 acquisition of GD NG-911 and our acquisition of UHP Networks Inc.

During fiscal 2023, 2022 and 2021, our Satellite and Space Communications segment recorded $5,725,000, $5,666,000 and $2,782,000, respectively, of restructuring costs primarily incurred to streamline our operations and improve efficiency, including costs related to the relocation of certain of our satellite ground station production facilities to our new 146,000 square foot facility in Chandler, Arizona. In addition, during fiscal 2023, 2022 and 2021, we incurred $3,833,000, $1,197,000 and $315,000, respectively, of strategic emerging technology costs for next-generation satellite technology to advance our solutions offerings to be used with new broadband satellite constellations. Furthermore, during fiscal 2022 and 2021, this segment recorded $1,105,000 and $1,046,000, respectively of incremental operating costs related to our antenna facility located in the United Kingdom due to the impact of the COVID-19 pandemic. There were no similar incremental operating costs recorded in fiscal 2023.

Interest expense in the tables above primarily relates to our Credit Facility, and includes the amortization of deferred financing costs. See Note (7) - "Credit Facility" for further discussion. In addition, interest expense for fiscal 2021 includes $1,178,000 of incremental interest expense related to a now terminated financing commitment letter related to the previously announced litigation and merger termination with Gilat.

Intersegment sales in fiscal 2023, 2022 and 2021 between the Satellite and Space Communications segment and the Terrestrial and Wireless Networks segment were nominal. All intersegment sales are eliminated in consolidation and are excluded from the tables above.

Unallocated assets at July 31, 2023 consist principally of cash and cash equivalents, income taxes receivable, corporate property, plant and equipment and deferred financing costs. The large majority of our long-lived assets are located in the U.S.