EX-99.1 3 ex99-1.htm PRESS RELEASE ex99-1.htm
Exhibit 99.1
Media Contacts:
Michael D. Porcelain, Senior Vice President and Chief Financial Officer
Jerome Kapelus, Senior Vice President, Strategy and Business Development
(631) 962-7000
Info@comtechtel.com

COMTECH TELECOMMUNICATIONS CORP. ANNOUNCES
RESULTS FOR FISCAL 2010 FOURTH QUARTER AND FULL YEAR AND
PROVIDES INITIAL FISCAL 2011 GUIDANCE
 
Melville, New York – September 23, 2010 – Comtech Telecommunications Corp. (NASDAQ: CMTL) today reported its operating results for the fourth quarter and fiscal year ended July 31, 2010.

Net sales for the fourth quarter of fiscal 2010 were $257.0 million compared to $122.0 million for the fourth quarter of fiscal 2009. This increase in net sales is attributable to significantly higher net sales in the Company’s  mobile data communications segment and slightly higher sales in the Company’s telecommunications transmission segment. Sales in the Company’s RF microwave amplifiers segment were lower in the fourth quarter of fiscal 2010 as compared to the fourth quarter of fiscal 2009.

Net sales for the twelve months ended July 31, 2010 were $778.2 million compared to $586.4 million for the twelve months ended July 31, 2009. The period-over-period increase in net sales is attributable to significantly higher net sales in the Company’s mobile data communications segment that were offset, in part, by a decrease in sales in both the Company’s telecommunications transmission and RF microwave amplifiers segments.

Excluding an after-tax non-cash goodwill impairment charge of $10.2 million, or $0.30 per diluted share, the Company’s fourth quarter and fiscal 2010 diluted earnings per share would have been $0.73 and $2.21, respectively. As more fully described in the Company’s Form 10-K filed earlier today, this goodwill impairment charge related solely to its mobile data communications segment and was the result of the U.S. Army’s decision, in July 2010, to award the Blue-Force Tracking-2 Program to another vendor.
 
GAAP net income was $13.5 million, or $0.43 per diluted share, for the fourth quarter of fiscal 2010 compared to $6.2 million, or $0.21 per diluted share, for the fourth quarter of fiscal 2009.  GAAP net income was $60.6 million, or $1.91 per diluted share, for the twelve months ended July 31, 2010 compared to $47.5 million, or $1.73 per diluted share, for the twelve months ended July 31, 2009.

The Company also announced initial revenue and earnings guidance for its July 31, 2011 year. The Company projects that revenues for fiscal 2011 will approximate $620.0 million to $630.0 million and that diluted earnings per share will approximate $1.90 to $2.00. This guidance does not include any impact of the Company’s separate announcement today, that it has initiated a $100.0 million stock repurchase program and a quarterly dividend with a targeted amount of $1.00 per share per year.

In commenting on the Company's performance and business outlook, Fred Kornberg, President and Chief Executive Officer, stated, “Our fourth quarter and fiscal 2010 results were strong and benefited significantly from the timing of shipments of multiple large orders from the U.S. Army. Although our fiscal 2011 guidance reflects lower sales relating to these orders, all of our other product lines are expected to show year-over-year growth.”

Mr. Kornberg added, “We believe that business conditions are slowly improving and are excited about our long-term business prospects.”
 
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Selected Fiscal 2010 Fourth Quarter Financial Metrics and Other Items

·  
Backlog as of July 31, 2010 was $338.1 million compared to $549.8 million as of July 31, 2009. Bookings for the three and twelve months ended July 31, 2010 were $184.0 million and $567.5 million, respectively, compared to $80.8 million and $883.8 million for the three and twelve months ended July 31, 2009, respectively.

·  
Earnings before interest, income taxes, depreciation and amortization, including amortization of intangibles, stock-based compensation, acquired in-process research and development and impairment of goodwill (“Adjusted EBITDA”) was $46.8 million and $145.0 million for the three and twelve months ended July 31, 2010, respectively, versus $18.8 million and $114.3 million for the three and twelve months ended July 31, 2009, respectively.

·  
At July 31, 2010, the Company had $607.6 million of cash and cash equivalents. Net cash provided by operating activities was $124.5 million for the twelve months ended July 31, 2010 compared to $88.5 million for the twelve months ended July 31, 2009.

·  
Included in the Company’s aforementioned 2011 diluted earnings per share guidance of $1.90 to $2.00 is the receipt of a net pre-tax termination fee of $12.5 million related to the Company’s September 7, 2010 announcement that it and CPI International, Inc. terminated an Agreement and Plan of Merger, dated May 8, 2010. Such amount will be recorded as operating income during the Company’s first quarter of fiscal 2011.

·  
Operating income for the twelve months ended July 31, 2009 reflects a $6.2 million charge for acquired in-process research and development projects associated with the Company’s acquisition of Radyne Corporation on August 1, 2008.

Conference Call
The Company has scheduled an investor conference call for 8:30 AM (ET) on Friday, September 24, 2010. 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) 862-9098 (domestic) or (785) 424-1051 (international) and using the conference I.D. of “Comtech.” A replay of the conference call will be available for seven days by dialing (402) 220-1110. In addition, an updated investor presentation, including earnings guidance, will be available on our web site shortly after the conference call.
 
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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, mobile data communications and RF microwave amplifiers. 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 the Company’s MTS and BFT contracts; 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 (“SEC”).

 
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COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations

 
   
(Unaudited)
   
(Audited)
 
   
Three months ended July 31,
   
Twelve months ended July 31,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Net sales
  $ 256,954,000       122,026,000       778,205,000       586,372,000  
Cost of sales
    174,422,000       75,087,000       507,607,000       345,472,000  
Gross profit
    82,532,000       46,939,000       270,598,000       240,900,000  
                                 
Expenses:
                               
Selling, general and administrative
    29,627,000       22,162,000       99,883,000       100,171,000  
Research and development
    12,054,000       11,953,000       46,192,000       50,010,000  
Amortization of acquired in-process research and development
    -       -       -       6,200,000  
Amortization of intangibles
    2,011,000       2,198,000       7,294,000       7,592,000  
Impairment of goodwill
    13,249,000       -       13,249,000       -  
      56,941,000       36,313,000       166,618,000       163,973,000  
                                 
Operating income
    25,591,000       10,626,000       103,980,000       76,927,000  
                                 
Other expenses (income):
                               
Interest expense
    1,975,000       1,749,000       7,888,000       6,396,000  
Interest income and other
    (482,000 )     (431,000 )     (1,210,000 )     (2,738,000 )
                                 
Income before provision for income taxes
    24,098,000       9,308,000       97,302,000       73,269,000  
Provision for income taxes
    10,629,000       3,130,000       36,672,000       25,744,000  
                                 
Net income
  $ 13,469,000       6,178,000       60,630,000       47,525,000  
                                 
Net income per share:
                               
Basic
  $  0.48       0.22         2.14       1.81  
Diluted
  $  0.43       0.21         1.91       1.73  
                                 
Weighted average number of common shares outstanding – basic
    28,316,000       28,160,000       28,270,000       26,321,000  
                                 
Weighted average number of common and common equivalent shares outstanding – diluted
    34,071,000       33,549,000       34,074,000       29,793,000  

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COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

 
   
July 31, 2010
   
July 31, 2009
 
Assets
 
(Audited)
   
(Audited)
 
Current assets:
           
Cash and cash equivalents
  $ 607,594,000       485,450,000  
Accounts receivable, net
    135,840,000       79,477,000  
Inventories, net
    73,562,000       95,597,000  
Prepaid expenses and other current assets
    8,876,000       13,398,000  
Deferred tax asset
    14,947,000       15,129,000  
Total current assets
    840,819,000       689,051,000  
                 
Property, plant and equipment, net
    33,727,000       38,486,000  
Goodwill
    137,354,000       149,253,000  
Intangibles with finite lives, net
    48,091,000       55,272,000  
Deferred financing costs, net
    4,675,000       6,053,000  
Other assets, net
    1,896,000       556,000  
Total assets
  $ 1,066,562,000       938,671,000  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 77,844,000       19,233,000  
Accrued expenses and other current liabilities
    53,398,000       51,741,000  
Customer advances and deposits
    12,780,000       19,571,000  
Interest payable
    1,531,000       1,418,000  
Income taxes payable
    8,666,000       563,000  
Total current liabilities
    154,219,000       92,526,000  
                 
Convertible senior notes
    200,000,000       200,000,000  
Other liabilities
    2,518,000       2,283,000  
Income taxes payable
    5,220,000       4,267,000  
Deferred tax liability
    2,973,000       10,466,000  
Total liabilities
    364,930,000       309,542,000  
                 
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 28,542,535 shares and 28,390,855 shares at July 31, 2010 and July 31, 2009, respectively
    2,854,000       2,839,000  
Additional paid-in capital
    347,514,000       335,656,000  
Retained earnings
    351,449,000       290,819,000  
      701,817,000       629,314,000  
Less:
               
Treasury stock (210,937 shares)
    (185,000 )     (185,000 )
Total stockholders’ equity
    701,632,000       629,129,000  
Total liabilities and stockholders’ equity
  $ 1,066,562,000       938,671,000  
                 

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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,
 
   
2010
   
2009
   
2010
   
2009
 
Reconciliation of GAAP Net Income to Adjusted EBITDA(1):
                       
GAAP net income
  $ 13,469,000       6,178,000       60,630,000       47,525,000  
Income taxes
    10,629,000       3,130,000       36,672,000       25,744,000  
Net interest expense (income) and other
    1,493,000       1,318,000       6,678,000       3,658,000  
Amortization of acquired in-process research and development
    -       -       -       6,200,000  
Amortization of stock-based compensation
    2,958,000       2,527,000       8,716,000       9,576,000  
Depreciation and other amortization
    5,004,000       5,685,000       19,067,000       21,615,000  
Impairment of goodwill
    13,249,000       -       13,249,000       -  
Adjusted EBITDA
  $ 46,802,000       18,838,000       145,012,000       114,318,000  
                                 
 
   
Three Months Ended
   
Twelve Months Ended
 
   
July 31, 2010
   
July 31, 2010
 
Reconciliation of Non-GAAP Diluted Earnings
   Per Share to GAAP Diluted Earnings Per Share(2):
           
Non-GAAP diluted earnings per share
  $ 0.73       2.21  
Impairment of goodwill, net of tax
    (0.30 )     (0.30 )
GAAP diluted earnings per share
  $ 0.43       1.91  
                 

(1)  
Represents earnings before interest, income taxes, depreciation and amortization of intangibles, stock-based compensation, acquired in-process research and development and impairment of goodwill. 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.
 
(2)  
Non-GAAP diluted earnings per share was used by management in assessing the Company’s operating results for the three and twelve months ended July 31, 2010. The Company believes that investors and analysts may use this non-GAAP measure that excludes only the goodwill impairment charge, net of tax, along with other information contained in its SEC filings, in assessing the Company’s operating results for the three and twelve months ended July 31, 2010. The non-GAAP EPS for the three and twelve months ended July 31, 2010 is not comparable to any GAAP EPS amount for fiscal 2009.
  
 
ECMTL
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