FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 (As last amended in Rel. No. 34-26589, eff. 4/12/89) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20459 Form 10-Q (Mark One) (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended April 30, 1998 ------------------------------------------------------ (_) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ---------------------- ---------------------- Commission File Number: 0-7928 -------------------------------------------------------- COMTECH TELECOMMUNICATIONS CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 11-2139466 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 105 Baylis Road, Melville, New York 11747 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (516) 777-8900 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (X) Yes (_) No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ( ) Yes (_) No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, Par Value $.10 Per Share - 2,664,504 shares outstanding as of - --------------------------------------------------------------------------- 05/30/98. - ---------
COMTECH TELECOMMUNICATIONS CORP. -------------------------------- INDEX ----- Page No. --------------------- PART I FINANCIAL INFORMATION Consolidated Balance Sheets - 3 April 30, 1998 (unaudited) and July 31, 1997 Consolidated Statements of Operations - 4 Three Months and Nine Months Ended April 30, 1998 and 1997 (unaudited) Consolidated Statements of Cash Flows - 5 Nine Months Ended April 30, 1998 and 1997 (unaudited) Notes to Consolidated Financial Statements 6-7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 PART II OTHER INFORMATION 11 Exhibit 11.0 Computation of Earnings Per Common Share 12 Signature Page 13 2
PART I ------ FINANCIAL INFORMATION --------------------- COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES ------------------------------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- <TABLE> <CAPTION> April 30, 1998 July 31, 1997 --------------- -------------- (unaudited) <S> <C> <C> ASSETS: Current assets: Cash and cash equivalents $ 2,520,000 $ 1,274,000 Restricted cash 22,000 90,000 Accounts receivable, less allowance for doubtful accounts of $100,000 at April 30, 1998 and $102,000 at July 31, 1997 6,054,000 5,551,000 Inventories, net 6,877,000 6,556,000 Prepaid expenses and other current assets 326,000 231,000 ------------ ------------ Total current assets 15,799,000 13,702,000 ------------ ------------ Property, plant and equipment, net 4,436,000 3,898,000 Other assets 331,000 360,000 ------------ ------------ Total assets $ 20,566,000 $ 17,960,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Current installments of long-term debt (including payable to related party of $335,000 at April 30, 1998 and $386,000 at July 31, 1997) $ 794,000 $ 606,000 Accounts payable 3,709,000 2,865,000 Accrued expenses and other current liabilities 3,038,000 2,301,000 ------------ ------------ Total current liabilities 7,541,000 5,772,000 ------------ ------------ Long-term debt, less current installments (including payable to related party of $892,000 at April 30, 1998 and $1,126,000 at July 31, 1997) 1,260,000 1,310,000 ------------ ------------ Total liabilities 8,801,000 7,082,000 ------------ ------------ Stockholders' equity: Preferred stock, par value $.10 per share; shares authorized and unissued 2,000,000 - - Common stock, par value $.10 per share; authorized 15,000,000 shares; issued and outstanding 2,663,204 shares at April 30, 1998 and 2,650,404 at July 31, 1997 267,000 265,000 Additional paid-in capital 22,165,000 22,127,000 Accumulated deficit (10,306,000) (11,115,000) ------------ ------------ Less: Treasury stock (55,000 shares at April 30, 1998 and July 31, 1997) (184,000) (184,000) Deferred compensation expense (177,000) (215,000) ------------ ------------ 11,765,000 10,878,000 ------------ ------------ Total liabilities and stockholders' equity $ 20,566,000 $ 17,960,000 ============ ============ </TABLE> See accompanying notes to consolidated financial statements. 3
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES ------------------------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- <TABLE> <CAPTION> (Unaudited) Three Months Ended Nine Months Ended April 30, April 30, ----------------------- ------------------------- 1998 1997 1998 1997 ---------- ---------- ----------- ----------- <S> <C> <C> <C> <C> Net sales $8,689,000 $5,531,000 $22,323,000 $16,767,000 ---------- ---------- ----------- ----------- Operating costs and expenses: Cost of sales 6,388,000 3,696,000 15,998,000 11,929,000 Selling, general and administrative 1,535,000 1,395,000 4,263,000 3,678,000 Research and development 330,000 293,000 920,000 751,000 ---------- ---------- ----------- ----------- Total operating costs and expenses 8,253,000 5,384,000 21,181,000 16,358,000 ---------- ---------- ----------- ----------- Operating earnings 436,000 147,000 1,142,000 409,000 Other (expenses) income: Interest expense (18,000) (67,000) (246,000) (215,000) Interest income 10,000 3,000 19,000 16,000 Other income - 6,000 4,000 123,000 ---------- ---------- ----------- ----------- Earnings before provision for income taxes 428,000 89,000 919,000 333,000 Provision for income taxes 40,000 6,000 110,000 21,000 ---------- ---------- ----------- ----------- Net income $ 388,000 $ 83,000 $ 809,000 $ 312,000 ========== ========== =========== =========== Earnings per share: Basic $.15 $.03 $.31 $.12 Diluted .13 .03 .29 .12 ========== ========== =========== =========== Weighted average number of common and common equivalent shares outstanding - Basic computation 2,600,320 2,590,621 2,597,406 2,571,386 ========== ========== =========== =========== Potential dilutive common shares 414,985 11,039 245,297 8,969 ---------- ---------- ----------- ----------- Weighted average number of common and common equivalent shares outstanding assuming dilution - Diluted computation 3,015,305 2,601,660 2,842,703 2,580,355 ========== ========== =========== =========== </TABLE> See accompanying notes to consolidated financial statements 4
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES ------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- <TABLE> <CAPTION> Nine Months Ended April 30, ------------------------ (unaudited) 1998 1997 ---------- ----------- <S> <C> <C> Cash flows from operating activities: Net income $ 809,000 $ 312,000 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Gain on sale of property --- (72,000) Depreciation and amortization 853,000 793,000 Amortization (reversal) of deferred compensation expense net 39,000 (40,000) Changes in assets and liabilities: Accounts receivable (503,000) (631,000) Inventories (321,000) (1,265,000) Prepaid expenses and other current assets (95,000) (67,000) Other assets (13,000) (6,000) Accounts payable 844,000 719,000 Notes Payable --- 300,000 Accrued expenses and other current liabilities 736,000 212,000 ---------- ----------- Net cash provided by operating activities 2,349,000 255,000 ---------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (593,000) (494,000) Sale of property, plant and equipment --- 127,000 ---------- ----------- Net cash used in investing activities (593,000) (367,000) ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (618,000) (486,000) Proceeds from exercise of stock options 40,000 106,000 Purchase of treasury stock --- (4,000) ---------- ----------- Net cash used in financing activities (578,000) (384,000) Net increase (decrease) in cash and cash equivalents 1,178,000 (496,000) Cash and cash equivalents at beginning of period 1,364,000 2,060,000 ---------- ----------- Cash and cash equivalents at end of period $2,542,000 $ 1,564,000 ========== =========== Supplemental cash flow disclosure: - ---------------------------------- Cash paid during the period for: Interest $ 176,000 $ 215,000 Income taxes $ 50,000 $ 21,000 </TABLE> Non cash items: The Company entered into new capitalized lease agreements in the amount of $756,000 and $44,000 during the nine months ended April 30, 1998 and 1997, respectively. See accompanying notes to consolidated financial statements. 5
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES ------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ (1) General ------ The accompanying consolidated financial statements for the three and nine months ended April 30, 1998 and 1997 are unaudited. In the opinion of management, the information furnished reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the unaudited interim periods. The results of operations for the nine months ended April 30, 1998 are not necessarily indicative of the results of operations to be expected for the full year. <TABLE> <CAPTION> (2) Accounts Receivable ------------------- Accounts receivable consist of the following: April 30, 1998 July 31, 1997 -------------- ------------- <S> <C> <C> Accounts receivable from commercial customers $4,887,000 $4,416,000 Unbilled receivables (including retainages) on contracts-in-progress 1,138,000 384,000 Amounts receivable from the United States government and its agencies 129,000 853,000 ---------- ---------- 6,154,000 5,653,000 Less allowance for doubtful accounts 100,000 102,000 ---------- ---------- Accounts receivable, net $6,054,000 $5,551,000 ========== ========== (3) Inventories ----------- Inventories consist of the following: April 30, 1998 July 31, 1997 -------------- ------------- Raw materials and components $3,208,000 $2,276,000 Work-in-process 6,356,000 6,025,000 ---------- ---------- 9,564,000 8,301,000 Less: Progress payments 1,221,000 789,000 Inventory reserves 1,466,000 956,000 ---------- ---------- Inventories - net $6,877,000 $6,556,000 ========== ========== (4) Accrued Expenses and Other Current Liabilities ---------------------------------------------- Accrued expenses and other current liabilities consist of the following: April 30, 1998 July 31, 1997 -------------------- ---------- Customer advances and deposits $ 521,000 $ 406,000 Accrued wages and benefits 850,000 937,000 Accrued commissions 601,000 413,000 Accrued contract costs 447,000 - Other 619,000 545,000 ---------- ---------- $3,038,000 $2,301,000 ========== ========== </TABLE> 6
<TABLE> (5) Long-Term Debt -------------- Long-term debt consists of the following: April 30, 1998 July 31, 1997 -------------- ------------- <S> <C> <C> Obligations under capital leases $2,054,000 $1,916,000 Less current installments 794,000 606,000 ---------- ---------- $1,260,000 $1,310,000 ========== ========== </TABLE> (6) Earnings Per Share ------------------ The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share". The statement requires companies to present basic and diluted earnings per share ("EPS"), instead of primary and fully diluted EPS that were previously required. Basic earnings per share are computed based on the weighted average number of shares outstanding. Diluted EPS reflects the maximum dilution from potential common stock issuable pursuant to the exercise of stock options and warrants, if dilutive, outstanding during each period. All EPS figures for prior periods reported have been restated. (7) Recently Issued Accounting Standards The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," which requires companies to report all changes in equity during a period, except those resulting from investment by owners and distribution to owners, for the period in which they are recognized. Comprehensive income is the total of net income and all other nonowner changes in equity (or other comprehensive income) such as unrealized gains/losses on securities classified as available-for-sale, foreign currency translation adjustments and minimum pension liability adjustments. Comprehensive and other comprehensive income must be reported on the face of annual financial statements or in the case of interim reporting, the footnote approach may be utilized. The Company's operations did not give rise to items includible in comprehensive income which were not already included in net income. Accordingly, the Company's comprehensive income is the same as its net income for all periods presented . 7
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES ------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL --------------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- Forward-Looking Statements -------------------------- Certain information contained in this Quarterly Report on Form 10-Q, including, without limitation, information appearing under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," are forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Factors set forth in the Company's Annual Report on Form 10-K, filed October 29, 1997, or in the Company's other Securities and Exchange Commission filings, could affect the Company's actual results and could cause the Company's actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company in this Quarterly Report on Form 10-Q. COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED APRIL 30, - ---------------------------------------------------------------------------- 1998 AND APRIL 30, 1997 - ----------------------- Net Sales. Net sales were $8,689,000 and $5,531,000 for the three months ended April 30, 1998 and 1997 respectively, representing an increase of $3,158,000 or 57.1%. This increase was due primarily to a higher volume of sales of products at Comtech PST Corp., partially offset by results at Comtech Communications Corp. Gross Margin. Gross profit was $2,301,000 or 26.5% of net sales for the three months ended April 30, 1998 compared to $1,835,000 or 33.2% of net sales for the same period in fiscal 1997. Higher gross profits in the fiscal 1998 period were due primarily to the higher sales volume. Lower gross profit margins, as a percentage of sales, were due primarily to lower margins at Comtech PST Corp. and Comtech Communications Corp. Selling, General and Administrative. Selling, general and administrative expenses were $1,535,000 or 17.7% of net sales for the three months ended April 30, 1998 compared to $1,395,000 or 25.2% of net sales for the same period in fiscal 1997. The increased expense was due primarily to higher bid and proposal expenses and to the additional expenses required to support the higher sales volume. Research and Development. Research and development expenses were $330,000 and $293,000 for the three months ended April 30, 1998 and 1997, respectively, representing a $37,000, or 12.6% increase. This increase was due primarily to expenses for product improvements and expanded product development at Comtech Communications Corp. Results from Operations. As a result of the foregoing factors, the Company had operating earnings of $436,000 for the three months ended April 30, 1998 compared to operating earnings of $147,000 for the comparable prior year period. Interest Expense. Interest expense was $18,000 and $67,000 for the three months ended April 30, 1998 and 1997, respectively, representing a decrease of $49,000. This decrease was primarily the result of a cumulative adjustment for interest expense on certain lease payments. Interest expense for both periods was attributable largely to interest associated with the Company's capital lease obligations. Interest Income. Interest income was $10,000 and $3,000 for the three months ended April 30, 1998 and 1997, respectively. This increase was due primarily to the increase in the amount of cash available to invest in the fiscal 1998 period. 8
Other Income. Other income of $6,000 in the fiscal 1997 period was the result of the sale of fully depreciated equipment. There was no other income in the three months ended April 30, 1998. Provision for Income Taxes. The provision for income taxes was $40,000 and $6,000 for the three months ended April 30, 1998 and 1997, respectively, which principally relates to state income taxes. The Company files on a consolidated basis for federal income tax purposes and is not expected to incur federal taxes for these periods due to the previous losses incurred. The Company believes its tax benefits are subject to a 100% valuation allowance due to earnings fluctuations inherent in the Company's operations and the potential limitations on utilization of loss and credit carryforwards pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986. COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED APRIL 30, 1998 - -------------------------------------------------------------------------------- AND APRIL 30, 1997 - ------------------ Net Sales. Net sales were $22,323,000 and $16,767,000 for the nine months ended April 30, 1998 and 1997, respectively, representing an increase of $5,556,000 or 33.1%. The increase in sales was due primarily to a higher volume of sales of products at Comtech PST Corp. and Comtech Systems, Inc., slightly offset by results at Comtech Communications Corp.. Gross Margin. Gross profit was $6,325,000 or 28.3% of net sales for the nine months ended April 30, 1998 compared to $4,838,000 or 28.9% of net sales for the same period in fiscal 1997. Higher gross profits in the fiscal 1998 period were due primarily to the higher sales volume. Gross profit margins, as a percentage of net sales, decreased slightly overall by .6%. Selling, General and Administrative. Selling, general and administrative expenses were $4,263,000 or 19.1% of net sales for the nine months ended April 30, 1998 compared to $3,678,000 or 21.9% of net sales for the same period in fiscal 1997. The fiscal 1997 period reflected the forfeiture of certain benefits by a former employee. Additionally, the increase in the 1998 period was due to higher bid and proposal expenses and other expenses required to support a higher sales volume. Research and Development. Research and development expenses were $920,000 and $751,000 for the nine months ended April 30, 1998 and 1997, respectively, representing a $169,000 or 22.5% increase. This increase was due primarily to expenses for product improvements and expanded product development at Comtech Communications Corp. Results From Operations. As a result of the foregoing factors, the Company had operating earnings of $1,142,000 for the nine months ended April 30, 1998 compared to an operating profit of $409,000 for the comparable prior year period. Interest Expense. Interest expense was $246,000 and $215,000 for the nine months ended April 30, 1998 and 1997, respectively. Interest expense for both periods was attributable largely to interest associated with the Company's capital lease obligations. Interest Income. Interest income was $19,000 and $16,000 for the nine months ended April 30, 1998 and 1997, respectively. This increase was due primarily to the increase in the amount of cash available to invest in the fiscal 1998 period. Other Income. Other income in the fiscal 1998 period was from the sale of scrap materials. In the fiscal 1997 period it was primarily the result of the gain on the sale of a storage facility and fully depreciated equipment, and a finders fee the Company earned relating to an agreement with a foreign original equipment manufacturer. 9
Provision for Income Taxes. The provision for income taxes was $110,000 and $21,000 for the nine months ended April 30, 1998 and 1997, respectively, which primarily relates to state income taxes. The Company believes its tax benefits are subject to a 100% valuation allowance due to earnings fluctuations inherent in the Company's operations and the potential limitations on utilization of loss and credit carryforwards pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- For the nine month period ended April 30, 1998, the Company's cash and cash equivalent position increased by $1,178,000 from $1,364,000 at July 31, 1997 to $2,542,000 at April 30, 1998. Operating activities provided $2,349,000 of cash, investing activities used $593,000 of cash and financing activities used $578,000 of cash. Accounts Receivable increased by $503,000 primarily due to increased sales and to the timing of the shipments. The allowance for doubtful accounts decreased by a net of $2,000. The Company reviews its allowance for doubtful accounts periodically and believes that it is sufficient based on past experience and the Company's credit standards. Generally, foreign customers are required to secure their obligations by letter of credit. Net inventories increased by $321,000, primarily due to the higher sales volume and to the increased order backlog. The Company generally operates on a job- order cost basis, that is, costs are incurred as work-in-process inventory for specific contracts or "jobs" and, accordingly, inventory levels will vary as a function of the Company's order backlog. The Company does have some product lines which require a more competitive delivery response to customers' requirements and require the Company to provide for a level of "off-the-shelf" equipment. The only other general inventory that the Company maintains is for basic components which are common for most of its products. Inventory reserves are reviewed on an ongoing basis and adjustments are made as needed. Accounts payable increased by $844,000 primarily due to the increase of inventory purchases. The increase of $736,000 in accrued expenses and other current liabilities was primarily due to the increases in advance payments from customers, and accrued contract costs. The Company purchased property plant and equipment of $1,349,000 of which approximately $756,000 was financed by capital leases. Long term debt (including current installments) increased by $138,000. This was the net result of the addition of $756,000 of the aforementioned capital equipment purchases, offset by the payments made of $618,000. From time to time, the Company utilizes short-term bank financing to fund its working capital requirements. The Company has a $6,000,000 credit facility from Republic National Bank of New York which bears interest on borrowings of 1/2% over the Bank's Reference Rate. A component of this facility is a $1,000,000 line under the Working Capital Guarantee Program of the Export-Import Bank of the United States. This program provides the lender a 90% guarantee on qualified loans made to the Company for export related contracts. There were no borrowings outstanding at April 30, 1998. The Company believes that its current cash position, funds generated from operations and funds available from the credit facility, collectively, would be adequate to meet the Company's foreseeable cash requirements. 10
PART II ------- OTHER INFORMATION ----------------- Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibit 11.0 The following exhibit is annexed hereto: Computation of Earnings per Common Share - Page 12 (b) Exhibit 27.1 Financial Data Schedule 11
Exhibit 11.0 COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES ------------------------------------------------- COMPUTATION OF EARNINGS PER COMMON SHARE ---------------------------------------- (Unaudited) <TABLE> <CAPTION> Three Months Ended Nine Months Ended April 30 April 30 ------------------------------ ------------------------------ 1998 1997 1998 1997 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Net earnings $ 388,000 $ 83,000 $ 809,000 $ 312,000 - ------------ ========== ========== ========== ========== Computation of weighted average number of common equivalent shares outstanding during the period: Weighted average number of common shares 2,655,320 2,645,621 2,652,406 2,626,386 Less: Treasury shares 55,000 55,000 55,000 55,000 ---------- ---------- ---------- ---------- Weighted average number of common shares outstanding 2,600,320 2,590,621 2,597,406 2,571,386 Potential dilutive common shares 414,985 11,039 245,297 8,969 Weighted average number of common and common equivalent shares outstanding assuming dilution 3,015,305 2,601,660 2,842,703 2,580,355 ========== ========== ========== ========== Earnings per share: - ------------------- Basic $ .15 $ .03 $ .31 $ .12 Diluted $ .13 $ .03 $ .29 $ .12 </TABLE> 12
SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMTECH TELECOMMUNICATIONS CORP. -------------------------------- (Registrant) Date: June 8, 1998 By: ------------------------------------- Fred Kornberg Chairman of the Board Chief Executive Officer and President Date: June 8, 1998 By: ------------------------------------- J. Preston Windus, Jr. Vice President, Chief Financial Officer and Secretary 13