0000023197-18-000078.txt : 20180926 0000023197-18-000078.hdr.sgml : 20180926 20180926165132 ACCESSION NUMBER: 0000023197-18-000078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20180926 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180926 DATE AS OF CHANGE: 20180926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMTECH TELECOMMUNICATIONS CORP /DE/ CENTRAL INDEX KEY: 0000023197 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112139466 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07928 FILM NUMBER: 181088440 BUSINESS ADDRESS: STREET 1: 68 SOUTH SERVICE ROAD STREET 2: SUITE 230 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6319627000 MAIL ADDRESS: STREET 1: 68 SOUTH SERVICE ROAD STREET 2: SUITE 230 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH INC DATE OF NAME CHANGE: 19870503 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH TELECOMMUNICATIONS CORP DATE OF NAME CHANGE: 19831215 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH LABORATORIES INC DATE OF NAME CHANGE: 19780425 8-K 1 cmtl8-kq4fy18.htm CURRENT REPORT Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


September 26, 2018
 
0-7928
Date of Report
(Date of earliest event reported)
 
Commission File Number

form8ka17.jpg
(Exact name of registrant as specified in its charter)

Delaware
 
11-2139466
(State or other jurisdiction of
incorporation or organization)

 
(I.R.S. Employer Identification Number)









 
68 South Service Road, Suite 230
Melville, New York 11747
 
 
(Address of Principal Executive Offices) (Zip Code)
 
 
 
 
 
 
 
 
(631) 962-7000
 
 
(Registrant’s telephone number, including area code)
 




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 






Item 2.02    Results of Operations and Financial Condition.

On September 26, 2018, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its fourth quarter and full year ended July 31, 2018.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.


Item 7.01    Regulation FD Disclosure.

On September 26, 2018, the Company also announced that its Board of Directors (the “Board”) approved the declaration of a quarterly cash dividend of $0.10 per common share, payable on November 16, 2018 to stockholders of record at the close of business on October 17, 2018.

A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.


 






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated:    September 26, 2018
By:
    /s/ Michael D. Porcelain    
Name:    Michael D. Porcelain
Title:    Senior Vice President and
Chief Financial Officer




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Exhibit 99.1
Media Contacts:                    
Michael D. Porcelain, Senior Vice President and Chief Financial Officer
(631) 962-7103
Info@comtechtel.com

COMTECH TELECOMMUNICATIONS CORP. ANNOUNCES
RESULTS FOR FISCAL 2018 FOURTH QUARTER AND FULL YEAR AND
PROVIDES FISCAL 2019 GUIDANCE

Melville, New York – September 26, 2018 – Comtech Telecommunications Corp. (NASDAQ: CMTL) today reported its operating results for the fourth quarter and fiscal year ended July 31, 2018. The Company also announced financial targets for its 2019 fiscal year.

2018 Fourth Quarter Highlights

Net sales for the fourth quarter of fiscal 2018 were $167.4 million as compared to the $147.8 million achieved during the fourth quarter of fiscal 2017.

Bookings during the fourth quarter of fiscal 2018 were $214.4 million, with a company-wide book-to-bill ratio (a measure defined as bookings divided by net sales) of 1.28.

Comtech received a number of strategic contracts and orders, including: (i) $44.8 million of orders to supply the U.S. Army with advanced VSAT equipment; (ii) a $31.0 million order to supply its Modular Transportable Transmission System troposcatter terminals to a foreign subsidiary of a U.S. based top-tier prime contractor; (iii) an award of over $20.0 million from a systems integrator for its new high-frequency amplifier products to support high-speed satellite networks; (iv) $16.6 million of orders to provide ongoing sustainment services for the U.S. Army's "SNAP" mobile satellite communications program; and (v) multi-year contract renewals worth $14.2 million for various SMS text messaging solutions.

GAAP operating income was $16.0 million and GAAP net income was $7.5 million, or $0.31 per diluted share. GAAP net income was negatively impacted by a net discrete tax expense of $2.3 million, or $0.09 per diluted share ("Tax Expense"), primarily due to updated estimates of the impact of H.R.1, also known as the Tax Cuts and Jobs Act ("Tax Reform"). Excluding the $2.3 million of Tax Expense, GAAP net income would have been $9.7 million, or $0.40 per diluted share.

Adjusted EBITDA was $30.7 million. Adjusted EBITDA is a non-GAAP financial measure which is reconciled to the most directly comparable GAAP financial measure and is more fully defined in the below table.

During the fourth quarter of fiscal 2018, the Company generated cash flows from operating activities of $19.7 million and reduced the level of its total indebtedness by $15.0 million. Total indebtedness as of July 31, 2018 was $171.3 million (excluding deferred financing fees) and its current cash borrowing rate is approximately 4.5%.

As of July 31, 2018, the Company had $43.5 million of cash and cash equivalents.

2018 Fiscal Year Highlights

Fiscal 2018 was the third consecutive year of revenue growth. Net sales for the fiscal year ended July 31, 2018 were $570.6 million as compared to the $550.4 million achieved during fiscal 2017.

Backlog as of July 31, 2018 reflects a record high of $630.7 million. Backlog does not include the portions of multi-year contracts that have not been funded. As such, the total value of multi-year contracts that Comtech has received is substantially higher. Bookings during fiscal 2018 were $755.1 million, with a company-wide book-to-bill ratio of 1.32.










GAAP operating income was $35.1 million and GAAP net income was $29.8 million, or $1.24 per diluted share. GAAP net income includes a full year net discrete tax benefit of $11.8 million, or $0.49 per diluted share ("Tax Gain"), primarily due to Tax Reform. Excluding the Tax Gain, GAAP net income would have been $18.0 million or $0.75 per diluted share.

Adjusted EBITDA was $78.4 million for the fiscal year ended July 31, 2018 as compared to the $70.7 million achieved during fiscal 2017.

During the fiscal year ended July 31, 2018, the Company generated cash flows from operating activities of $50.3 million and reduced the level of its total indebtedness by $29.2 million.

In commenting on the Company's performance, Fred Kornberg, President and Chief Executive Officer, noted "I could not be more pleased with our fourth quarter and fiscal 2018 performance. We enter fiscal 2019 with a record high backlog and strong business momentum in each of our two operating segments. I believe we are well-positioned for fiscal 2019 to be another successful year.”

2019 Fiscal Year Financial Targets

Looking forward, the Company believes that fiscal 2019 will be even better and have established the following consolidated financial targets:

Net sales goal with a range of approximately $600.0 million to $625.0 million.

Consolidated fiscal 2019 book-to-bill ratio expected to be in excess of 1.0.

GAAP operating income, as a percentage of net sales, expected to be higher than the 5.9% that Comtech achieved in fiscal 2018 when excluding the $1.7 million of favorable adjustments described in the Company's annual report on Form 10-K.

The Company's effective income tax rate (excluding discrete tax items in fiscal 2019) is expected to approximate 23.25% and reflects the full year benefit of the reduced U.S. statutory income tax rate resulting from Tax Reform.

GAAP diluted EPS goal with a range of approximately $0.89 to $1.10.

Adjusted EBITDA goal in a range of approximately $80.0 million to $86.0 million.

Comparable to Comtech's business cycle for the past several years, financial performance in the second half of fiscal 2019 is expected to be higher than the first half of fiscal 2019. In addition, given the straight-line amortization expense associated with intangible assets with finite lives, the Company expects to report GAAP operating income slightly above break-even in the first quarter of fiscal 2019, with each of the remaining fiscal 2019 quarters achieving GAAP operating income. Comtech’s GAAP operating income and Adjusted EBITDA in its first quarter of fiscal 2019 are expected to be a bit better than the amounts it achieved in the first quarter of fiscal 2018. After considering the impact of expected fiscal 2019 interest expense and income taxes, like in fiscal 2018, the Company expects to report a slight GAAP net loss in the first quarter of fiscal 2019 and GAAP net income for the remainder of the year.

In addition, based on the anticipated timing of shipments and performance related to orders currently in the Company's backlog and the timing of expected new orders, net sales and Adjusted EBITDA for each of its first three quarters of fiscal 2019 are expected to be a bit better when compared to the respective quarters of fiscal 2018. The Company's fourth quarter of fiscal 2019 is expected to be the peak quarter, by far, for consolidated net sales, operating income and Adjusted EBITDA.

The Company's revenue goal reflects the adoption of the Financial Accounting Standards Board's Accounting Standards Codification Topic 606 - "Revenue from Contracts with Customers," the impact of which was not material. Although the amount and timing of orders are difficult to predict, the Company expects to receive at least one additional order for its Blue Force Tracker-2 High Capacity ("BFT-2-HC") mobile satellite transceivers in fiscal 2019. If the Company receives and can ship multiple or very large orders for its BFT-2-HC mobile satellite transceivers, actual fiscal 2019 net sales, operating income and Adjusted EBITDA could ultimately be higher.

Additional information about the Company’s fiscal 2019 guidance is included in the Company’s fourth quarter investor presentation which is located on the Company’s website at www.comtechtel.com.





Conference Call
The Company has scheduled an investor conference call for 8:30 AM (ET) on Thursday, September 27, 2018. Investors and the public are invited to access a live webcast of the conference call from the Investor Relations section of the Comtech website at www.comtechtel.com. Alternatively, investors can access the conference call by dialing (877) 876-9174 (domestic), or (785) 424-1672 (international) and using the conference I.D. "Comtech." A replay of the conference call will be available for seven days by dialing (800) 753-4652 or (402) 220-4235. In addition, an updated investor presentation, including earnings guidance, is available on the Company's website.

About Comtech
Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. The Company sells products to a diverse customer base in the global commercial and government communications markets.

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, among other things: 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, including the risks associated with the Company's recent launch of HeightsTM Dynamic Network Access Technology ("HEIGHTS" or "HDNA"); 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 and TeleCommunication Systems, Inc.'s ("TCS") legacy legal proceedings, customer claims for indemnification and other similar matters; risks associated with the Company’s obligations under its Secured Credit Facility, as amended; risks associated with the Company's large contracts; the impact of H.R.1, also known as the Tax Cuts and Jobs Act ("Tax Reform"), which was enacted in December 2017 in the U.S.; and other factors described in this and the Company's other filings with the Securities and Exchange Commission.


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COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Consolidated Statements of Operations


 
(Unaudited)
 
(Audited)
 
Three months ended July 31,
 
Twelve months ended July 31,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Net sales
$
167,435,000

 
$
147,762,000

 
$
570,589,000

 
$
550,368,000

Cost of sales
104,447,000

 
87,350,000

 
346,648,000

 
332,183,000

Gross profit
62,988,000

 
60,412,000

 
223,941,000

 
218,185,000

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 

 
 

Selling, general and administrative
27,822,000

 
26,484,000

 
113,922,000

 
116,080,000

Research and development
13,906,000

 
13,889,000

 
53,869,000

 
54,260,000

Amortization of intangibles
5,269,000

 
5,268,000

 
21,075,000

 
22,823,000

Settlement of intellectual property litigation

 

 

 
(12,020,000
)
   
46,997,000

 
45,641,000

 
188,866,000

 
181,143,000

 
 
 
 
 
 
 
 
Operating income
15,991,000

 
14,771,000

 
35,075,000

 
37,042,000

 
 
 
 
 
 
 
 
Other expenses (income):
 
 
 
 
 
 
 
Interest expense and other
2,588,000

 
2,691,000

 
10,195,000

 
11,629,000

Interest (income) and other
65,000

 
(80,000
)
 
254,000

 
(68,000
)
 
 
 
 
 
 
 
 
Income before provision for (benefit from) income taxes
13,338,000

 
12,160,000

 
24,626,000

 
25,481,000

Provision for (benefit from) income taxes
5,880,000

 
4,846,000

 
(5,143,000
)
 
9,654,000

 
 
 
 
 
 
 
 
Net income
$
7,458,000

 
$
7,314,000

 
$
29,769,000

 
$
15,827,000

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.31

 
$
0.31

 
$
1.25

 
$
0.68

Diluted
$
0.31

 
$
0.31

 
$
1.24

 
$
0.67

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding – basic
23,857,000

 
23,470,000

 
23,825,000

 
23,433,000

 
 
 
 
 
 
 
 
Weighted average number of common and common equivalent shares outstanding – diluted
24,270,000

 
23,566,000

 
24,040,000

 
23,489,000

 
 
 
 
 
 
 
 
Dividends declared per issued and outstanding common share as of the applicable dividend record date
$
0.10

 
$
0.10

 
$
0.40

 
$
0.60

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COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Audited)
 
July 31, 2018
 
July 31, 2017
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
43,484,000

 
$
41,844,000

Accounts receivable, net
147,439,000

 
124,962,000

Inventories, net
75,076,000

 
60,603,000

Prepaid expenses and other current assets
13,794,000

 
13,635,000

Total current assets
279,793,000

 
241,044,000

 
 
 
 
Property, plant and equipment, net
28,987,000

 
32,847,000

Goodwill
290,633,000

 
290,633,000

Intangibles with finite lives, net
240,796,000

 
261,871,000

Deferred financing costs, net
2,205,000

 
3,065,000

Other assets, net
2,743,000

 
2,603,000

Total assets
$
845,157,000

 
$
832,063,000

 
 

 
 

Liabilities and Stockholders’ Equity
 

 
 

Current liabilities:
 
 
 
Accounts payable
$
43,928,000

 
$
29,402,000

Accrued expenses and other current liabilities
65,034,000

 
68,610,000

Dividends payable
2,356,000

 
2,343,000

Customer advances and deposits, current
34,452,000

 
25,771,000

Current portion of long-term debt
17,211,000

 
15,494,000

Current portion of capital lease and other obligations
1,836,000

 
2,309,000

Interest payable
499,000

 
282,000

Total current liabilities
165,316,000

 
144,211,000

 
 
 
 
Non-current portion of long-term debt, net
148,087,000

 
176,228,000

Non-current portion of capital lease and other obligations
765,000

 
1,771,000

Income taxes payable
2,572,000

 
2,515,000

Deferred tax liability, net
10,927,000

 
17,306,000

Customer advances and deposits, non-current
7,689,000

 
7,227,000

Other liabilities
4,117,000

 
2,655,000

Total liabilities
339,473,000

 
351,913,000

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 38,860,571 shares and 38,619,467 shares at July 31, 2018 and 2017, respectively
3,886,000

 
3,862,000

Additional paid-in capital
538,453,000

 
533,001,000

Retained earnings
405,194,000

 
385,136,000

 
947,533,000

 
921,999,000

Less:
 
 
 
Treasury stock, at cost (15,033,317 shares at July 31, 2018 and 2017)
(441,849,000
)
 
(441,849,000
)
Total stockholders’ equity
505,684,000

 
480,150,000

Total liabilities and stockholders’ equity
$
845,157,000

 
$
832,063,000

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COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
(Unaudited)

Use of Non-GAAP Financial Measures
In order to provide investors with additional information regarding its financial results, this press release 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 expense, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, settlement of intellectual property litigation, acquisition plan expenses or strategic alternatives analysis expenses and other. The Company's definition of Adjusted EBITDA may differ from the definition of 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. 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 in the below table, 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 2019 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 and interest expense, 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.
 
 
Three months ended July 31,
 
Twelve months ended July 31,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Reconciliation of GAAP Net Income to Adjusted EBITDA:
 
 
 
 
 
 
 
Net income
$
7,458,000

 
7,314,000

 
29,769,000

 
15,827,000

Provision for (benefit from) income taxes
5,880,000

 
4,846,000

 
(5,143,000
)
 
9,654,000

Interest (income) and other
65,000

 
(80,000
)
 
254,000

 
(68,000
)
Interest expense
2,588,000

 
2,691,000

 
10,195,000

 
11,629,000

Amortization of stock-based compensation
5,638,000

 
5,526,000

 
8,569,000

 
8,506,000

Amortization of intangibles
5,269,000

 
5,268,000

 
21,075,000

 
22,823,000

Depreciation
3,822,000

 
3,505,000

 
13,655,000

 
14,354,000

Settlement of intellectual property litigation

 

 

 
(12,020,000
)
Adjusted EBITDA
$
30,720,000

 
29,070,000

 
78,374,000

 
70,705,000

 
ECMTL
###





EX-99.2 4 exhibit992q4fy18.htm PRESS RELEASE Exhibit


Exhibit 99.2

COMTECH TELECOMMUNICATIONS CORP.
DECLARES $0.10 PER SHARE QUARTERLY CASH DIVIDEND


Melville, New York – September 26, 2018 – Comtech Telecommunications Corp. (NASDAQ: CMTL) announced today that its Board of Directors declared a quarterly cash dividend of $0.10 per share, payable on November 16, 2018, to stockholders of record at the close of business on October 17, 2018. The dividend is the Company’s thirty-third consecutive quarterly dividend. The Board of Directors is currently targeting fiscal 2019 quarterly dividend payments of $0.10 per common share. Future dividends remain subject to compliance with financial covenants under the Company's Secured Credit Facility, as amended, as well as Board approval.

Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. The Company sells products to a diverse customer base in the global commercial and government communications markets.

Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results could differ materially from such forward-looking information. The Company's Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in its entirety by the risks and uncertainties described in such Securities and Exchange Commission filings.


PCMTL
Media Contacts:                            
Michael D. Porcelain, Senior Vice President and Chief Financial Officer
631-962-7000
info@comtechtel.com
###