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On November 17, 2021, Comtech Telecommunications Corp. gave an investor presentation, also available via webcast, at the Southwest IDEAS Investor Conference in Dallas, Texas. A copy of the presentation slides can be found below:
This presentation reflects information as of October 4, 2021 Investor Presentation Southwest IDEAS Conference November 2021
Content 1. Cautionary Statements and Disclaimers 2. Introduction, Q4 2021 and FY2021, and FY2022 Initial Targets 3. About Us and Independent Market Studies 4. Additional Financial Data 5. Reconciliation of GAAP to Non - GAAP Financial Measures 2
Cautionary Statement Regarding Forward - Looking Statements 3 Certain information in this presentation contains forward - looking statements, including, but not limited to, information relating to Comtech’s future performance and financial condition, plans and objectives of Comtech’s management and Comtech'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 Comtech's control which may cause its actual results, future performance and financial condition, and achievement of plans and objectives of Comtech's management to be materially different from the results, performance or other expectations implied by these forward - looking statements . Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward - looking statements, which generally are not historical in nature . Forward - looking statements could be affected by factors including, without limitation : the possibility that the expected synergies and benefits from recent acquisitions will not be fully realized, or will not be realized within the anticipated time periods ; the risk that acquired businesses will not be integrated with Comtech successfully ; the possibility of disruption from recent acquisitions, making it more difficult to maintain business and operational relationships or retain key personnel ; the risk that Comtech will be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins ; the nature and timing of receipt of, and Comtech’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 ; new product announcements and enhancements ; changing customer demands and or procurement strategies ; changes in prevailing economic and political conditions ; changes in the price of oil in global markets ; changes in foreign currency exchange rates ; risks associated with legal proceedings, customer claims for indemnification and other similar matters ; risks associated with Comtech's obligations under its Credit Facility ; risks associated with large contracts ; risks associated with the COVID - 19 pandemic and related supply chain disruptions ; and other factors described in this and Comtech's other filings with the SEC . Comtech does not undertake any duty to update any forward - looking statements contained herein .
Use of Non - GAAP Financial Measures In order to provide investors with additional information regarding the Company’s financial results, this presentation contains "Non - GAAP financial measures" under the rules of the SEC . The Company’s Adjusted EBITDA is a Non - GAAP measure that represents earnings (loss) before income taxes, interest (income) and other, write - off of deferred financing costs, interest expense, amortization of stock - based compensation, amortization of intangible assets, depreciation expense, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID - 19 related costs, strategic emerging technology costs (for next - generation satellite technology), facility exit costs and strategic alternatives analysis expenses and other . The Company’s definition of Adjusted EBITDA 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 . 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 the Company’s performance and comparability of its results with other companies . The Company’s Non - GAAP financial measures for consolidated operating income, net income and net income per diluted share reflect the GAAP measures as reported, adjusted for certain items as described in the Reconciliation of GAAP to Non - GAAP Financial Measures section of this presentation . These Non - GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct the Company’s business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared in accordance with GAAP . These measures are adjusted as described in the Reconciliation of GAAP to Non - GAAP section, but these adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non - recurring . Non - GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP . Investors are advised to carefully review the GAAP financial results that are disclosed in the Company’s SEC filings . The Company has not quantitatively reconciled its fiscal 2022 Adjusted EBITDA target to the most directly comparable GAAP measure because items such as stock - based compensation, adjustments to the provision for income taxes, amortization of intangibles, interest expense and estimated proxy solicitation costs, which are specific items that impact these measures, have not yet occurred, are out of the Company's control, or cannot be predicted . For example, quantification of stock - based compensation expense requires inputs such as the number of shares granted and market price that are not currently ascertainable . Accordingly, reconciliations to the Non - GAAP forward looking metrics are not available without unreasonable effort and such unavailable reconciling items could significantly impact the Company's financial results . 4
Legacy of Complex Problem Solving Innovative Solutions for Commercial and Government Customers Thought Leader in Secure Wireless Communications Comtech - Connections that Matter® Note See Reconciliation of GAAP to Non - GAAP Financial Measures section of this presentation for the reconciliation from US GAAP to Ad justed EBITDA, which is a Non - GAAP financial measure. We are a leading global provider of next - generation 911 emergency systems and secure wireless communications technologies We are known for solving complex problems We have over 400+ engineering professionals We have generated profits and cash flows and paid dividends 45 quarters in a row With approximately $1.1 billion of backlog and contracts in place, we have strong visibility into the future We believe our long - term fundamentals remain strong and we are well - positioned for growth President and COO Michael Porcelain to become Chief Executive Officer by December 31, 2021 5
34.6% 41.5% 23.9% Domestic Intl U.S. Govt 68.0% 32.0% 27.1% 44.9% 28.0% Domestic Intl U.S. Govt Overview of Q4 QTD and YTD FY21 Performance Q4 Financial Performance Q4 FY 2021 Revenue was $145.8 million GAAP Operating Income of $9.7 million includes: - acquisition plan expenses of $0.5 million, - restructuring costs of $1.6 million, - COVID - 19 related costs of $0.5 million, - amortization of $5.3 million, - depreciation of $2.1 million, and - stock - based compensation of $6.8 million Adjusted EBITDA (1) ( non - GAAP) of $26.4 million or 18.1% of net sales GAAP diluted net income per share of $0.28 Non - GAAP diluted net income per share ( 2 ) of $ 0 . 23 Commercial Solutions Revenue $99.2M Adjusted EBITDA $20.2M Adjusted EBITDA 20.4% Government Solutions Revenue $46.6M Adjusted EBITDA $2.4M Adjusted EBITDA 5.2% (1) Adjusted EBITDA represents earnings (loss) before income taxes, interest (income) and other, write - off of deferred financing cos ts, interest expense, amortization of stock - based compensation, amortization of intangibles, depreciation expense, estimated contract settlement costs, settlement of int ell ectual property litigation, acquisition plan expenses, restructuring costs, COVID - 19 related costs, strategic emerging technology costs, facility exit costs and strategic al ternatives analysis expenses and other. (2) See Reconciliation of GAAP to Non - GAAP Financial Measures section of this presentation for the reconciliation of GAAP earnings p er diluted share to Non - GAAP earnings per diluted share. 61.9% 38.1% % of Revenue Commercial Solutions Revenue $360.1M Adjusted EBITDA $66.3M Adjusted EBITDA 18.4% Government Solutions Revenue $221.5M Adjusted EBITDA $16.3M Adjusted EBITDA 7.4% Q4 Quarter - to - Date Year - to - Date Sales by Customer Type 6
$ 411.0M $ 550.4M $ 570.6M $ 671.8M $ 616.7M $ 581.7M FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 2016 to 2019 CAGR: 17.8% $ 48.1M $ 70.7M $ 78.4M $ 93.5M $77.8M $ 76.5M FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 2016 to 2019 CAGR: 24.8 % Revenue and Adjusted EBITDA Trends Revenue (2) Adjusted EBITDA (2) (3) ~12% ~13% ~14% ~14% ~13% Notes (1) Comtech’s fiscal year end is July 31. (2) See Reconciliation of GAAP to Non - GAAP Financial Measures section of this presentation for the reconciliation from US GAAP to Adjusted EBITDA. Comtech Acquires TCS Reflects strong backlog and sales pipeline, offset by impacts of COVID - 19 and timing considerations associated with tightening global supply chain constraints Reflects the recently completed withdrawal of U.S. troops from Afghanistan and other U.S. government program changes Cautiously anticipate that supply chain constraints will ease during the second half of fiscal 2022 Satellite networking products, Next Generation 911 systems, important contract awards and demand for new products (COMET TM ) create strong prospects for future growth Continued investments in R&D and marketing to support long - term growth Room for improved margins as we focus on efficiencies and greater scale Impacted by COVID - 19 ~13% Guidance $580.0M to $600.0M 7 ~12% (USD in Millions) Guidance $70.0M to $76.0M
We Have Visibility to Over $1.1 Billion of Future Revenue Commercial Solutions Government Solutions $526.4M $729.4M $132.5M $399.5M $203.0M $267.0M Backlog Contracts in Place, Not in Backlog Revenue Visibility $658.9M ~ $1.1B +++ $470.0M As of July 31, 2021 As of July 31, 2021 (1) Notes (1) Examples of contracts in place, but not in backlog, include the unfunded portions of the U.S. Marine Corps troposcatter s ubc ontract, U.S. Army GTACS contracts, and Next Generation 911 services contracts, including the states of Arizona, Iowa, South Carolina and Washington, and the Common wealth of Pennsylvania. As of July 31, 2021 8 Plus potentially “hundreds of millions” associated with a large multi - year agreement for next - generation satellite technology
Revenue $580.0M - $600.0M Adjusted EBITDA (1) $70.0M - $76.0M FY 2022 Targets (1) Adjusted EBITDA represents earnings (loss) before income taxes, interest (income) and other, write - off of deferred financing cos ts, interest expense, amortization of stock - based compensation, amortization of intangibles, depreciation expense, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID - 19 related costs, strategic emerging technology costs, facility exit costs and strategic alternatives analysis expenses and other. • Reflects strong backlog and sales pipeline, offset by impacts of COVID - 19, timing considerations associated with tightening glob al supply chain constraints and recently completed withdrawal of U.S. troops from Afghanistan and other U.S. government program changes • We expect Commercial Solutions segment net sales to be higher than the amount we achieved in fiscal 2021 • We expect Government Solutions segment net sales to be lower than the amount we achieved in fiscal 2021 • Financial performance is expected to be significantly lower in the first half of fiscal 2022 with quarterly results expected to build sequentially throughout the year, with Q4 being the peak • Consolidated Q1 fiscal 2022 net sales and Adjusted EBITDA are expected to approximate $115.0 million and $3.0 million, respectively • We expect restructuring costs, greater than normal proxy solicitation related costs, and ongoing higher production, logistic and safety - related costs resulting from COVID - 19 . FY 2022 is also likely to be impacted by expenses associated with the appointment of a new CEO • We expect our gross margin percentage to approximate 36.0% to 37.0% • Amortization of intangible assets is expected to approximate $22.0M • Amortization of stock - based compensation expense is expected to range from approximately $12.0M to $14.0M • Interest expense (including amortization of deferred financing costs) is expected to approximate $6.5M • Our effective income tax rate is expected to approximate 22.0% • Adjusted EBITDA margin is expected to approximate 12.0% when using the midpoints of our 2022 targeted range for Net Sales and Adjusted EBITDA Comments on FY 2022 Targets $ millions Comments and Financial Targets for Fiscal 2022 9
11/17/2021 1:25:12 PM 10 About Us
FY 2015 2019 2018 2020 2016 Approximately $372M or 64% of our FY 2021 revenues did not exist in FY 2015 2020: Wins statewide contract valued at up to $54.0M to design, deploy, and operate NG 911 services for the State of South Carolina. 2022 2021: Secured over $200.0M of NG 911 contract wins with the Commonwealth of Pennsylvania and states of Arizona and Iowa. 2018: Received 3 - year $123.6M contract award to provide sustainment services for U.S. Army’s SNAP terminals (VSAT). 2018: Awarded $134.0M contract to provide 911 public safety and location technologies to a U.S. Wireless Carrier and $59.0M strategic IDIQ contract from U.S. Navy for next generation satellite ground station equipment. 2016: Awarded $45.0M contract to provide statewide Next Generation 911 IP Network and announces the availability of Heights Networking Platform Release 2.4. 2016: Announces the acquisition of TeleCommunication Systems, Inc. for $423.6M. In September 2016, Stan Sloane left the Company and Fred Kornberg renamed CEO. 2019: Announces the acquisition of Solacom Technologies, Inc. (911 Call Handling solutions). 2018: Michael Porcelain promoted to COO and Michael Bondi promoted to CFO. 2019: Announces the acquisition of Next Generation 911 Business from General Dynamics . FY 2015: Awarded multi - million dollar award for solid - state power amplifiers for in - flight entertainment and communications applications. 2019: Wins a 5 - year $100.0M contract to develop a NG 911 system for Mass. 2021: Wins multi - year agreement, enabling a large new customer to order hundreds of millions of dollars of our next - generation satellite earth station technology. Initial $13.0M order received. Comtech Has Been Transformed into a Secure Wireless Technology Leader 2020: Announces the acquisitions of CGC Technology Limited (Antennas) and Next - Gen 911 Solutions. 2020: Michael Porcelain promoted to President in addition to COO. 2020: Wins $211.0M contract to supply equipment in support of U.S. Marine Corps Next Generation Troposcatter Systems. 2022: Awarded 5 - year $125.0M IDIQ contract for Joint Cyber Analysis Course Training solutions for the Federal Government. 11 2021 2021: Announces the acquisition of UHP Networks Inc. (Satellite TDMA Network Solutions). 2021 Revenues of $581.7M Leading global provider of satellite ground station equipment Significant market share in routing of U.S. wireless 911 calls Leader in statewide deployments of NG - 911 systems 2022: Michael Porcelain appointed CEO, will continue as President and join the Board . 2020: Introduces the COMET TM , the world’s smallest over - the - horizon microwave troposcatter terminal. FY 2014 - 2015: Explored strategic alternatives to enhance shareholder value but decided to remain independent. Shortly after, Fred Kornberg was named Executive Chairman, Stan Sloane named CEO and President with Mike Porcelain remaining as CFO.
We Are Well Positioned to Exploit an Inflection Point in the Satcom Industry “One - Stop - Shop” Approach Allows Comtech To Maximize Long - Term Market Growth Opportunities Satellite Cellular for 3G/4G/5G Complete Solutions Portfolio Deep, Global Market Access R&D and Distribution Scale Government & Defense Mobility / In - Flight (IFC) Accelerating Growth of Low - Cost Bandwidth Supply Incumbent GEO & MEO Satellite Operators New HTS & VHTS Satellites Emerging LEO & MEO Satellite Systems We Are a Leading Global Provider of Satellite Ground Station Equipment Including: Satellite Modems, Satellite Amplifiers and Satellite Antennas Market dynamics provide excellent backdrop for extending Comtech’s satellite technology leadership A True Market Leader in Satellite Cellular Backhaul for 3G/4G and 5G Large Presence with U.S. Government Rapidly Growing Connectivity Demand 12
Comtech Delivers the Most Important Call You Will Ever Make 800+ PSAPs 60M+ Pop. 9 Statewide 6 R egional 5,600+ PSAPs 220M+ Subs 4,600+ PSAPs 5 0M+ Subs Supporting Next Generation Upgrades and 911 End - to - End Solutions Wireless 911 Solutions NG 911 Solutions VOIP 911 Solutions “Comtech offers the most comprehensive end - to - end in - house technical capabilities in the market and a full portfolio of NG9 - 1 - 1 products, services and system integration capabilities.” – Frost & Sullivan 13 Incident Call Carrier Network Emergency Network PSAP Notes (1) Pop. = Population; Subs = Subscribers; PSAPs = Public Safety Answering Points
Proliferation Of Networks The Ongoing Proliferation of Connected Devices Requires Network Enhancements for Speed, Accuracy, Safety and Connectability Comtech’s Technologies Advance Mission Critical Networks and Modernization Comtech’s unique TDMA and SCPC technology, used in VSAT platforms, has software defined network functionality that offers best - in - class support for very large networks. Comtech’s Networking Platform provides distinct advantages for High Throughput Satellites, scaling from tens to thousands of sites. Comtech’s NG911 and Trusted Location offerings support public safety networks. Comtech provides premier cybersecurity training for the U.S. Government and 911 public safety agencies. 14
“Hundreds of Millions” Multi - Year Agreement for Next - Gen Satellite Technology Rapidly Growing Connectivity Demand 15 We anticipate incurring strategic and “start - up” emerging technology costs for next - generation satellite technology. Spending will advance our solution offerings to be used on new broadband satellite constellations. Thousands of new LEO, MEO and even GEO satellites are expected to be launched over the next few years. Satellite constellations will provide internet access across the world and support increasing demand for data transmission. Constellations will be supported by equipment that we provide, including ground station equipment, X/Y antennas, modems and amplifiers. In Q4 of fiscal 2021, we were awarded a $13 million multi - year agreement, enabling a large new customer to order hundreds of millions of dollars of our next - generation satellite earth station technology. Great strategic win and o ptimistic on future orders.
Comtech’s Two Segments Have Common Capabilities We leverage several key competencies, including R&D and engineering, across both segments to deliver superior capabilities to customers Secure Wireless Technology Communications Commercial Solutions Revenue $360.1M 61.9 % of Total Adjusted EBITDA $66.3M 18.4 % Adjusted EBITDA Margin Geography / Customer Type U.S. Government: 14.7% Domestic: 58.5% International: 26.8% Government Solutions Revenue $221.5M 38.1 % of Total Adjusted EBITDA $16.3M 7.4 % Adjusted EBITDA Margin Geography / Customer Type U.S. Government: 66.8% Domestic: 14.1% International: 19.1% Customer Examples Customer Examples Fiscal 2021 Customer Type as a % of Consolidated Revenue Market Leadership Positions Shared Relationships with Blue - Chip Customers 34.6% 41.5% 23.9% Domestic International U.S. Government Fiscal 2021 Results: Fiscal 2021 Results : 16
The Satellite Ground Station Equipment Market is Expected to Grow $- $100 $200 $300 $400 USD millions 2019 - 2029 Market Growth by Application Cellular Backhaul Baseband Equipment IP Content Distribution Aeronautical Satcom Earth Stations Enterprise VSAT Maritime Satcom M2M Land-Mobile Trunking $- $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 $9,000 $10,000 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 USD millions Market by Equipment Type VSAT platforms Antennas RF Chains Source: NSR – Global Satellite Ground Segment 5 th (Dec 2020) Comtech Strategic Position • #1 Provider of SCPC modems. • Leading provider of SATCOM amplifiers. • Entered into fixed X/Y satellite antenna market in 2020 via acquisition of CGC. High - Performance SCPC Modems Solid - State and Traveling Wave Tube Amplifiers Innovative & Scalable TDMA Modems 17 Satellite Ground Station Products and Space Components U.S. Army SNAP 850+ Systems Deployed Over - the - Horizon Microwave Systems XY Antenna
Comtech is a Leader in the 911 NextGen Public Safety Market • Frost & Sullivan names Comtech as the fastest growing NG911 provider in the U.S. • Key NG - 911 wins: Massachusetts, Pennsylvania, South Carolina, Arizona, Iowa, Washington, Maine, Ohio. • Comtech also has a small but growing market share in the call handling market. Comtech Strategic Position Source: Frost & Sullivan 18 Software for Cellular 911 Call Routing and Next Generation 911 Software that Generates the Triangle & Dot for Advanced Location Mapping
x Entry into the 911 public safety and location markets and significantly strengthened our U.S. Government business, created scale and diversified earnings x Further expanded presence in growing 911 public safety market and increased recurring revenues x Helped secure a five - year $100.0M contract to develop and maintain a cloud - based NG - 911 platform for a northeastern state in the U.S. Recent Successful Transactions Rationale and Highlights Feb 2016 $423.6M TCS is a leading provider of 911 public safety services, trusted location and satellite - based mission critical solutions Feb 2019 $31.5M Solacom is a leading provider of Next Generation 911 solutions for public safety agencies Apr 2019 $11.0M GD NG - 911 offers a 911 emergency communications system to state and local government clients Extensive Acquisition Experience with Successful Integrations Comtech Has A Proven Track Record of Successful Acquisitions Jan 2020 $23.7M CGC is a leading provider of high precision full motion fixed and mobile X/Y satellite tracking antenna and radomes x Addresses customer requirements for expected growth in LEO and MEO satellite constellations Acquisition Close Date Purch Price Feb 2020 $1.2M NG - 911, Inc. is a pioneer of Next Generation 911 solutions for public safety in the Midwest x Allows us to cost - effectively expand sales of our industry leading Solacom Guardian call management solutions Mar 2021 $38.0M UHP is a leading provider of innovative and disruptive satellite ground station technology solutions x Expands our product line in the satellite ground station market, with its growing need for reliable, high - capacity satellite equipment, particularly in the VSAT market 19
Strong Visibility with Growing Markets History of Long - Term Capital Return to Stockholders Commitment to Innovation and Engineering Experienced Management Team Market Leadership Positions We Believe the Future is Bright for Many Years to Come 20
Additional Financial Data
2017 2018 2019 2020 2021 $219,501 $225,513 $314,504 $262,985 $221,549 Government Solutions Historical Revenue Results Note (1) Comtech’s fiscal year end is July 31. 2017 2018 2019 2020 2021 $330,867 $345,076 $357,293 $353,730 $360,146 Commercial Solutions $ in 000s $ in 000s 2017 2018 2019 2020 2021 $550,368 $570,589 $671,797 $616,715 $581,695 Consolidated Revenue $ in 000s 22
Historical Bookings & Backlog Note (1) Comtech’s fiscal year end is July 31. (2) See slide 8 for additional information related to funded backlog and unfunded portions of contracts in place. $ in 000s $ in 000s Bookings Total Backlog (2) 2017 2018 2019 2020 2021 $512,593 $755,054 $724,056 $584,448 $623,076 2017 2018 2019 2020 2021 $446,230 $630,695 $682,954 $620,912 $658,896 23 Excludes several “hundreds of millions” of potential orders associated with large multi - year agreement for next - generation satellite technology
Our Customer Base Notes (1) Comtech’s fiscal year end is July 31. (2) Totals may not foot due to rounding . 2017 2018 2019 2020 2021 33% 36% 40% 36% 35% 39% 39% 35% 40% 41% 28% 26% 25% 24% 24% U.S. Government Domestic International 24
Historical Balance Sheet Trends Balance Sheet Notes (1) As defined in our Credit Facility, as amended. Fiscal 2017 and 2018 include capital lease obligations. Excludes insignificant amounts of finance lease obligations. (2) Comtech’s fiscal year end is July 31. 25 Jul. 31, Jul. 31, Jul. 31, Jul. 31, Oct. 31, Jan. 31, Apr. 30, Jul. 31, $ in 000s 2017 2018 2019 2020 2020 2021 2021 2021 Cash and Cash Equivalents 41,844$ 43,484$ 45,576$ 47,878$ 32,468$ 30,934$ 39,198$ 30,861$ Working Capital 96,833 114,477 134,967 117,385 104,995 102,209 93,584 83,935 Total Assets 832,063 845,157 887,711 929,647 918,511 946,595 998,592 993,111 Current and Long-Term Debt (1) 195,802$ 167,899$ 165,000$ 149,500$ 217,000$ 208,000$ 215,000$ 201,000$ Stockholders' Equity 480,150 505,684 535,082 549,299 460,152 463,284 491,622 500,719 Total Capitalization 675,952$ 673,583$ 700,082$ 698,799$ 677,152$ 671,284$ 706,622$ 701,719$
Historical Research and Development Expense Notes (1) Research and development expense includes company - funded and customer - funded. (2) Comtech’s fiscal year end is July 31. 2017 2018 2019 2020 YTD 2021 $81,310 $70,793 $71,086 $64,103 $62,783 $ in 000s Research and Development Expense 26
Recent Quarterly Operating Results Q4 Q1 Q2 Q3 Q4 $ in 000s 2020 2021 2021 2021 2021 Revenue Commercial Solutions 84,983$ 81,802$ 87,825$ 91,364$ 99,154$ Government Solutions 64,690 53,416 73,467 48,012 46,655 Total Revenue 149,673$ 135,218$ 161,292$ 139,376$ 145,809$ Net Income (Loss) 1,126$ (85,840)$ 4,205$ 792$ 7,363$ Adjusted EBITDA 23,532$ 14,284$ 18,059$ 17,730$ 26,446$ % of Revenue GAAP Gross Profit 33.2% 37.1% 34.5% 38.0% 37.8% Adjusted EBITDA (2) 15.7% 10.6% 11.2% 12.7% 18.1% Notes (1) Comtech reported an operating loss of $85.7M and a net loss of $85.8M, respectively, for the 3 months ended October 31, 2020 (Q 1 2021). (2) See Reconciliation of GAAP to Non - GAAP Financial Measures section of this presentation for the reconciliation of reported Net In come to Adjusted EBITDA. (3) Comtech’s fiscal year end is July 31. 27
Historical Annual Operating Results $ in 000s 2017 2018 2019 2020 2021 Revenue Commercial Solutions 330,867$ 345,076$ 357,293$ 353,730$ 360,146$ Government Solutions 219,501 225,513 314,504 262,985 221,549 Total Revenue 550,368$ 570,589$ 671,797$ 616,715$ 581,695$ Net Income (Loss) 15,827$ 29,769$ 25,041$ 7,020$ (73,480)$ Adjusted EBITDA 70,705$ 78,374$ 93,472$ 77,803$ 76,519$ % of Revenue GAAP Gross Profit 39.6% 39.2% 36.8% 36.8% 36.8% GAAP R&D Expenses 9.9% 9.4% 8.4% 8.5% 8.4% Adjusted EBITDA (1) 12.8% 13.7% 13.9% 12.6% 13.2% Notes (1) See Reconciliation of GAAP to Non - GAAP Financial Measures section of this presentation for the reconciliation of reported Ne t Income (Loss) to Adjusted EBITDA. (2 ) Comtech’s fiscal year end is July 31. 28 Impacted by COVID - 19
Market Data
Market Data General Market Information Nasdaq Symbol: CMTL Institutional Holders (2) : 217 52 - Week Range (1) : $13.20 - $30.01 Analyst Coverage: 6 Source: Nasdaq Analysts Notes (1) 52 - week range indicates the high and low closing prices during the period of August 1, 2020 through July 31, 2021. (2) As of October 1, 2021. Institution Analyst Name Citibank N.A. Asiya Merchant Jefferies Group LLC George Notter Noble Capital Markets Joe Gomes Northland Capital Markets Michael Latimore Quilty Analytics Chris Quilty Singular Research LLC Chris Sakai 30
Reconciliation of GAAP to Non - GAAP Financial Measures
Reconciliation of CMTL GAAP to Non - GAAP Financial Measures Adjusted EBITDA Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Reported net income (loss) 6,388$ 3,495$ (3,989)$ 1,126$ (85,840)$ 4,205$ 792$ 7,363$ Income tax expense (benefit) 1,145 1,117 (759) 787 (2,239) (155) 316 578 Net interest expense & other 1,727 1,622 1,612 903 2,363 1,352 1,242 1,725 Stock-based compensation expense 879 1,238 981 6,177 699 1,287 1,204 6,793 Depreciation and amortization 7,857 7,950 8,167 8,182 8,118 7,252 7,584 7,445 Estimated contract settlement costs 230 (262) 476 - - - - - Acquisition plan expenses 2,389 6,025 5,983 6,357 91,183 3,357 5,267 485 Restructuring costs - - - - - 601 594 1,587 COVID-19 related costs - - - - - 160 416 470 Strategic emerging technology costs - - - - - - 315 - Adjusted EBITDA 20,615$ 21,185$ 12,471$ 23,532$ 14,284$ 18,059$ 17,730$ 26,446$ Operating Income Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Operating income (loss) 9,260$ 6,234$ (3,136)$ 2,816$ (85,716)$ 5,402$ 2,350$ 9,666$ Acquisition plan expenses 2,389 6,025 5,983 6,357 91,183 3,357 5,267 485 Restructuring costs - - - - - 601 594 1,587 COVID-19 related costs - - - - - 160 416 470 Strategic emerging technology costs - - - - - - 315 - Estimated contract settlement costs 230 (262) 476 - - - - - Adjusted operating income 11,879$ 11,997$ 3,323$ 9,173$ 5,467$ 9,520$ 8,942$ 12,208$ Net Income (loss) Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Net income (loss) 6,388$ 3,495$ (3,989)$ 1,126$ (85,840)$ 4,205$ 792$ 7,363$ Acquisition plan expenses 1,840 4,639 4,128 4,005 88,270 2,786 4,661 (3,106) Restructuring costs - - - - - 499 526 1,074 COVID-19 related costs - - - - - 133 368 337 Strategic emerging technology costs - - - - - - 279 (24) Estimated contract settlement costs 177 (202) 328 - - - - - Interest expense ("ticking fee") - - - - 1,016 - - (133) Net discrete tax (benefit) expense (588) 57 713 79 246 (843) 189 697 Adjusted net income 7,817$ 7,989$ 1,180$ 5,210$ 3,692$ 6,780$ 6,815$ 6,208$ Notes (1) See statement regarding the use of Non - GAAP financial measures in the front and on the last slide of this presentation. (2) Dollar amounts in thousands. Comtech’s fiscal year end is July 31. 32
Reconciliation of CMTL GAAP to Non - GAAP Financial Measures Adjusted EBITDA 2017 2018 2019 2020 2021 Reported net income (loss) 15,827$ 29,769$ 25,041$ 7,020$ (73,480)$ Income tax expense (benefit) 9,654 (5,143) 3,869 2,290 (1,500) Write-off of deferred financing costs - - 3,217 - - Net interest expense & other 11,561 10,449 9,280 5,864 6,682 Stock-based compensation expense 8,506 8,569 11,427 9,275 9,983 Depreciation and amortization 37,177 34,730 30,247 32,156 30,399 Estimated contract settlement costs - - 6,351 444 - Settlement of intellectual property litigation (12,020) - (3,204) - - Acquisition plan expenses - - 5,871 20,754 100,292 Restructuring costs - - - - 2,782 COVID-19 related costs - - - - 1,046 Strategic emerging technology costs - - - - 315 Facility exit costs - - 1,373 - - Adjusted EBITDA 70,705$ 78,374$ 93,472$ 77,803$ 76,519$ Earnings (Loss) per Diluted Share 2017 2018 2019 2020 2021 GAAP earnings (loss) per diluted share 0.67$ 1.24$ 1.03$ 0.28$ (2.86)$ Acquisition plan expenses - - 0.19 0.53 3.60 Estimated contract settlement costs - - 0.20 0.01 - Net discrete tax benefit (including Tax Reform) - (0.49) (0.12) (0.05) (0.06) Restructuring costs - - - - 0.08 COVID-19 related costs - - - - 0.03 Strategic emerging technology costs - - - - 0.01 Interest expense - - - - 0.04 Settlement of intellectual property litigation (0.33) - (0.10) - - Write-off of deferred financing costs - - 0.10 - - Facility exit costs - - 0.04 - - Non-GAAP earnings per diluted share 0.34$ 0.75$ 1.34$ 0.77$ 0.86$ Notes (1) See statement regarding the use of Non - GAAP financial measures in the front and on the last slide of this presentation. (2) Dollar amounts in thousands, except per share information. Comtech’s fiscal year end is July 31. (3) Totals may not foot due to rounding. 33
Reconciliation of CMTL GAAP to Non - GAAP Financial Measures Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Earnings (Loss) per Diluted Share 2020 2020 2020 2020 2020 2021 2021 2021 2021 2021 GAAP earnings (loss) per diluted share 0.26$ 0.14$ (0.16)$ 0.04$ 0.28$ (3.39)$ 0.17$ 0.03$ 0.28$ (2.86)$ Acquisition plan expenses 0.07 0.19 0.16 0.16 0.53 3.49 0.11 0.18 (0.12) 3.60 Restructuring costs - - - - - - 0.02 0.02 0.04 0.08 COVID-19 related costs - - - - - - 0.01 0.01 0.01 0.03 Strategic emerging technology costs - - - - - - - 0.01 - 0.01 Interest expense ("ticking fee") - - - - - 0.04 - - (0.01) 0.04 Estimated contract settlement costs 0.01 (0.01) 0.01 - 0.01 - - - - - Net discrete tax (benefit) expense (0.02) - 0.03 - (0.05) 0.01 (0.03) 0.01 0.03 (0.06) Non-GAAP earnings per diluted share 0.32$ 0.32$ 0.05$ 0.21$ 0.77$ 0.15$ 0.27$ 0.26$ 0.23$ 0.86$ Notes (1) See statement regarding the use of Non - GAAP financial measures in the front of this presentation. (2) Dollar amounts in thousands, except per share information. Comtech’s fiscal year end is July 31. (3) Totals may not foot due to rounding. (4) Non - GAAP net income and EPS reflect non - GAAP provisions for income taxes based on full year results, as adjusted for the non - GAA P reconciling items included in the tables above. The Company evaluates its non - GAAP effective income tax rate on an ongoing basis, and it can change from time to time. The Comp any's non - GAAP effective income tax rate can differ materially from its GAAP effective income tax effective rate. 34
About Comtech
Comtech Telecommunications Corp. is a leading global provider of next-generation 911 emergency systems and secure wireless communication technologies to commercial and government customers around the world. Headquartered in Melville, New York and with a passion for customer success, Comtech designs, produces and markets advanced and secure wireless solutions. For more information, please visit www.comtechtel.com.
Forward-Looking Statements
Certain information above contains statements that are forward-looking in nature and involve certain significant risks and uncertainties, including about our business trajectory, future revenue and sales, acquisition strategy, management and governance changes, and growth. Actual results could differ materially from such forward-looking information. Risks and uncertainties that could impact these forward-looking statements include: the possibility that the expected synergies and benefits from recent acquisitions will not be fully realized, or will not be realized within the anticipated time periods; the risk that the acquired businesses will not be integrated with the Company successfully; the possibility of disruption from recent acquisitions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that the Company will be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins; 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; new product announcements and enhancements; changing customer demands and or procurement strategies; changes in prevailing economic and political conditions; changes in the price of oil in global markets; changes in foreign currency exchange rates; risks associated with the Company's legal proceedings, customer claims for indemnification, and other similar matters; risks associated with the Company’s obligations under its Credit Facility; risks associated with the Company's large contracts; risks associated with the COVID-19 pandemic and related supply chain disruptions; and other factors described in this and the Company's other filings with the Securities and Exchange Commission. We assume no obligation and do not intend to update these forward-looking statements or to conform these statements to actual results or to changes in our expectations.
Additional Information and Where to Find It
Comtech has filed with the Securities and Exchange Commission (“SEC”) and mailed to the Company’s stockholders a definitive proxy statement, an accompanying BLUE proxy card and other relevant documents in connection with the Company’s Fiscal 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING BLUE PROXY CARD AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE COMPANY’S 2021 ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY’S 2021 ANNUAL MEETING AND THE PARTIES RELATED THERETO. The Company’s stockholders may obtain a free copy of documents filed with the SEC at the SEC’s website at https://www.sec.gov or the Company’s website at www.comtechcreates.com.
Participants in the Solicitation
The Company, its directors, and certain of its executive officers are, and certain other members of management and employees of the Company may be deemed, “participants” in the solicitation of proxies from stockholders in connection with the matters to be considered at the 2021 Annual Meeting. Information regarding the direct and indirect interests, by security holdings or otherwise, in the Company of the persons who are or may be, under the rules of the SEC, considered participants in the solicitation of the stockholders of the Company in connection with the Company’s 2021 Annual Meeting are set forth in the Company’s definitive proxy statement filed in connection with the Company’s 2021 Annual Meeting and other relevant documents filed with the SEC. You can also find information about the Company’s executive officers and directors in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2021, the Company’s and such persons’ other filings with the SEC.