Core Viewpoint - Comtech Telecommunications Corp. is facing significant financial uncertainty due to delays in filing quarterly financial statements and ongoing refinancing efforts, raising concerns about its financial health and future prospects [2][3][10]. Financial Delays and Concerns - Comtech announced a delay in filing its quarterly financial statements on June 10, 2024, attributing this to refinancing efforts and reporting requirements related to goodwill and "going concern" considerations [3]. - The company expects to file within a five-week grace period allowed by the SEC, but the delay has heightened concerns regarding its financial stability [3]. - The situation has been exacerbated by the company's use of "unbilled receivables," which has been viewed as an aggressive accounting practice, contributing to a significant stock price decline in December 2023 [4]. Leadership and Strategic Issues - The company has experienced turmoil, including the firing of former CEO Ken Peterman in March 2024, which coincided with another delay in filing quarterly financial statements [10]. - Under Peterman's leadership, the "One Comtech" strategy initially led to revenue growth, but subsequent earnings reports raised "going concern" flags and revealed a depleted credit line nearing expiration [7]. Legal Investigations and Investor Actions - Hagens Berman is conducting an investigation into potential securities violations related to Comtech, emphasizing the importance of protecting investors who may have been misled [8]. - Investors who have suffered substantial losses are encouraged to take action and submit their losses to assist in the ongoing investigation [5][8].

As filed with the Securities and Exchange Commission on July 16, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Comtech Telecommunications Corp. Delaware 3663 11-2139466 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 305 N 54 Street Chandler, Arizona 85226 (480) 333-2200 (Address, including zip code, and telephone number, including ...

Group 1: Company Initiatives - Comtech is actively deploying Next Generation 9-1-1 (NG9-1-1) systems across Canada, collaborating with leading ESInet providers like SaskTel, Bell, and Telus to build critical infrastructure [1][6] - The company recently completed a local NG9-1-1 PSAP migration in Ontario, highlighting its expanding presence in the public safety technology sector [1] - In October 2023, Comtech implemented its NG9-1-1 solution in Strathcona County, Alberta, marking it as the first public safety answering point in Canada to adopt this advanced technology [2] Group 2: Technological Advancements - The NG9-1-1 solution represents a significant improvement over traditional 9-1-1 services, supporting various communication formats including text, video, and data, in addition to voice calls [7] - The use of IP-based networks enhances the robustness and resilience of the system, minimizing disruptions and improving location accuracy for emergency responses [7] Group 3: Market Position and Future Outlook - Comtech is committed to nationwide deployment of NG9-1-1 services, with the recent venture in Saskatchewan setting a precedent for other regions [8] - The company is focusing on expanding its portfolio of NG9-1-1 call routing and handling solutions, which is expected to contribute positively to its long-term growth [8] - Despite challenges, shares of Comtech have seen a significant decline of 62.5% over the past year, contrasting with the industry's growth of 39.6% [12]

Group 1 - The Rosen Law Firm is investigating potential securities claims on behalf of shareholders of Comtech Telecommunications Corp. due to allegations of materially misleading business information issued by the company [1] - On March 12, 2024, Comtech's Board of Directors terminated Ken Peterman as President and CEO for cause, unrelated to the company's business strategy or financial results [2] - Following the announcement of the CEO's termination, Comtech's stock experienced a significant decline of 27% on March 13, 2024 [9] Group 2 - The Rosen Law Firm is preparing a class action to seek recovery of investor losses, allowing investors to potentially receive compensation without upfront fees through a contingency fee arrangement [8] - Investors interested in joining the prospective class action can find more information through the Rosen Law Firm's website or contact details provided [6]

Core Viewpoint - Block & Leviton is investigating Comtech Telecommunications Corp. for potential securities law violations, particularly in light of the company's recent financial reporting delays and aggressive accounting practices [1][4][6]. Group 1: Investigation Details - The investigation is prompted by Comtech's announcement on June 10, 2024, regarding further delays in issuing financial results due to efforts to refinance its credit facility [4]. - The company has been noted for using aggressive accounting procedures, including "unbridled receivables," which raises concerns about its financial practices [4]. - Investors who have lost money in Comtech's stock may be eligible to recover their losses through potential legal actions [5][6]. Group 2: Investor Eligibility and Actions - Any investor who purchased Comtech Telecommunications common stock and has experienced a decline in share value may be eligible to participate in the investigation, regardless of whether they have sold their shares [5]. - Block & Leviton encourages investors to contact them for more information on how to recover losses, providing multiple contact methods including email and phone [3][7]. Group 3: Whistleblower Information - Individuals with non-public information about Comtech are encouraged to assist in the investigation or report to the Securities Exchange Commission under the whistleblower program, which offers rewards of up to 30% of any successful recovery [2].

Core Points - Comtech announced the termination of Ken Peterman as President and CEO, effective immediately, due to conduct unrelated to the company's business strategy or financial results [3] - Following the announcement, Comtech's stock price dropped by $1.57 per share, or 27.26%, closing at $4.19 per share on March 13, 2024 [1] - Comtech plans to release its second quarter fiscal 2024 results after the market closes on March 18, 2024 [3] Legal Investigation - Bragar Eagel & Squire, P.C. is investigating potential claims against Comtech on behalf of its stockholders regarding possible violations of federal securities laws and other unlawful business practices [4] - The law firm represents both individual and institutional investors in complex litigation across state and federal courts [2]

Financial Data and Key Metrics Changes - Consolidated net sales for Q3 fiscal 2024 were $128.1 million, down from $134.2 million in Q2 fiscal 2024 and $136.3 million in Q3 fiscal 2023, reflecting challenging business conditions [4] - Adjusted EBITDA for Q3 fiscal 2024 was $11.9 million, or 9.3% of related net sales, compared to $12.5 million, or 9.2% in Q3 fiscal 2023, indicating a decrease in adjusted EBITDA in dollars due to lower consolidated net sales and gross profit [7] - Gross margins for the quarter were 30.4%, compared to 32.2% in Q2 fiscal 2024 and 31.7% in Q3 fiscal 2023 [61] Business Line Data and Key Metrics Changes - In the Satellite and Space Communications segment, net sales reflected higher sales of troposcatter solutions to U.S. government customers, offset by lower sales of high-power solid-state amplifiers and VSAT SATCOM equipment [59] - The book-to-bill ratio for the Satellite and Space Communications segment was 0.85 times, while the Terrestrial and Wireless Network segment had a book-to-bill ratio of 0.72 times [5][90] - Key bookings included a multiyear extension for NG-911 services valued at over $10 million and a $4 million contract for call handling services in Canada [60] Market Data and Key Metrics Changes - The company reported a strong backlog of $653.4 million as of April 30, 2024, with revenue visibility of approximately $1.5 billion [62] - The company has been awarded significant contracts, including a $140 million contract for the Massachusetts NG-911 system, enhancing revenue visibility [6][82] Company Strategy and Development Direction - The company aims to accelerate its cash conversion cycle and manage unbilled receivables downward by executing large multiyear contracts [45] - The completion of the refinancing is expected to enhance liquidity and business prospects, allowing the company to focus on growth and operational efficiency [58][81] - The company is committed to leveraging its technology and relationships in the public safety and satellite markets to drive future growth [54][83] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that business conditions remain challenging and unpredictable, but expressed confidence in the company's ability to recover and grow [92] - The management team emphasized the importance of the recent refinancing in improving market perception and operational stability [106] - The company expects to see a normalization in production and revenue generation as supply chain issues are resolved [12][30] Other Important Information - The new credit facility consists of a $162 million term loan and a $60 million revolver, with a blended interest rate of approximately 14% [2][56] - The company has made significant leadership additions to enhance its operational capabilities and market competitiveness [84] Q&A Session Summary Question: Did White Hat and Magnetar contribute additional funds in the refinancing? - No, they did not put in new cash but were supportive during the process [65] Question: What is the status of the global field services contract? - The stop work order has been lifted, and the company expects to ramp up quickly [67] Question: What is the expected revenue contribution from the global field services contract? - It is anticipated to grow to as much as $100 million a year [110] Question: When will the EDIM modem start generating revenue? - Significant revenue is not expected until the end of fiscal year 2025 [126] Question: How will the company manage unbilled receivables? - The company expects to liquidate unbilled receivables over the summer, generating cash flows [77][119]

Core Viewpoint - Comtech Telecommunications has shown mixed performance in earnings and revenue, with a significant decline in stock value compared to the broader market, raising questions about future performance and industry outlook. Company Performance - Over the last four quarters, Comtech has surpassed consensus EPS estimates two times [1] - The company reported quarterly earnings of $0.20 per share, beating the Zacks Consensus Estimate of $0.08 per share, compared to a loss of $0.33 per share a year ago [6] - Comtech is expected to post a quarterly loss of $0.24 per share in its upcoming report, representing a year-over-year change of +40% [5] - The current consensus EPS estimate for the upcoming quarter is $0.15 on revenues of $146.11 million, and for the current fiscal year, it is $0.43 on revenues of $568.67 million [4] Revenue Insights - Comtech posted revenues of $128.08 million for the quarter ended April 2024, missing the Zacks Consensus Estimate by 6.12%, compared to year-ago revenues of $136.32 million [7] - The company has topped consensus revenue estimates two times over the last four quarters [7] Stock Performance - Comtech shares have lost about 74.3% since the beginning of the year, while the S&P 500 has gained 14.8% [2] - The estimate revisions trend for Comtech is mixed, leading to a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market in the near future [14] Industry Context - The Wireless Equipment industry, to which Comtech belongs, is currently in the bottom 13% of over 250 Zacks industries, suggesting a challenging environment [10] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact Comtech's stock performance [9]

[CEO Letter to Shareholders](index=2&type=section&id=CEO%20Letter%20to%20Shareholders) [Strengthened Balance Sheet and Refinancing](index=2&type=section&id=Strengthened%20Balance%20Sheet%20and%20Refinancing) The company has successfully completed a major refinancing, securing a new credit facility that strengthens its balance sheet, consisting of a $60 million revolver and a $162 million term loan, both maturing in 2028, providing stability for operational improvements and future growth - Comtech secured a new credit facility comprising a **$60 million** revolver and a **$162 million** term loan, maturing in **2028**[130](index=130&type=chunk)[131](index=131&type=chunk) - The strengthened balance sheet is now properly aligned with near- and medium-term operating goals, allowing the company to focus on operational improvements[3](index=3&type=chunk)[1](index=1&type=chunk) [Operational Priorities and Business Value](index=4&type=section&id=Operational%20Priorities%20and%20Business%20Value) The CEO's top operational priority is now accelerating the cash conversion cycle, specifically by managing down unbilled receivables, as the company emphasizes its fundamental value rooted in its mission-critical role in providing complex communication solutions for public safety (911) and satellite/space markets - The CEO has made accelerating the cash conversion cycle, particularly liquidating unbilled receivables, the top operational priority[9](index=9&type=chunk)[2](index=2&type=chunk) - Comtech plays a mission-critical role in public safety with its **911** technology and in satellite and space markets, providing essential communications infrastructure[5](index=5&type=chunk)[6](index=6&type=chunk) - Despite recent challenges, management believes in the underlying value of its business segments and their end markets, citing growing demand and emerging opportunities[135](index=135&type=chunk)[13](index=13&type=chunk) [Recent Key Developments](index=7&type=section&id=Recent%20Key%20Developments) [New Business Wins](index=7&type=section&id=New%20Business%20Wins) Comtech has secured several significant contracts in Q3, highlighted by a major Next Generation 911 (NG911) contract with the Commonwealth of Massachusetts, alongside orders from the U.S. Army, an international military, and extensions for public safety and mobile network operator services, demonstrating continued market trust and demand - Awarded a major **NG911** contract by the Commonwealth of Massachusetts with an initial five-year value over **$140 million**, and a potential total value over **$250 million** with a five-year extension[102](index=102&type=chunk)[119](index=119&type=chunk) - Secured over **$13.5 million** in funded orders from the U.S. Army for **VSAT** equipment and over **$6.0 million** for cyber training solutions[19](index=19&type=chunk) - Extended critical **NG-911** services for a large Midwestern county with a potential value exceeding **$10.0 million**[11](index=11&type=chunk) - Received over **$5.5 million** in orders from the Japan Aerospace Exploration Agency and extended **SMS** software services for an international mobile network operator for over **$7.0 million**[19](index=19&type=chunk) [Leadership Team Additions](index=9&type=section&id=Leadership%20Team%20Additions) The company has strengthened its leadership team with key appointments, including Jeff Robertson as President of the Terrestrial & Wireless Networks (T&W) segment, Roly Rigual as VP of Business Development for the Satellite & Space Communications segment, and further additions in the T&W segment with a new COO and a General Manager for Safety & Security Technologies - Appointed public safety industry veteran Jeff Robertson as the new President of the Terrestrial & Wireless Networks (**T&W**) business segment[20](index=20&type=chunk)[142](index=142&type=chunk) - Hired Roly Rigual as VP of Business Development in the Satellite & Space Communications segment to enhance government and defense customer relations[21](index=21&type=chunk) - Further strengthened the **T&W** segment by appointing Tom Guthrie as **COO** and John Whitehead as General Manager of the Safety & Security Technologies (**SST**) unit[154](index=154&type=chunk) [Fiscal Q3 2024 Financial Results](index=12&type=section&id=Fiscal%20Q3%202024%20Financial%20Results) [Consolidated Results](index=12&type=section&id=Consolidated%20Results) For the third quarter of fiscal 2024, Comtech reported consolidated net sales of $128.1 million, a decrease of approximately 6% year-over-year, with a GAAP operating loss of $3.5 million, an improvement from the $5.3 million loss in the prior year's quarter, and Adjusted EBITDA of $11.9 million, while net bookings were $101.7 million, resulting in a book-to-bill ratio of 0.79x Consolidated Financial Highlights (Q3, $ millions) | Metric | Q3 FY2024 ($ millions) | Q3 FY2023 ($ millions) | YoY Change | | :--- | :--- | :--- | :--- | | Net Sales | $128.1 | $136.3 | -6.0% | | GAAP Operating Loss | ($3.5) | ($5.3) | Improvement | | Adjusted EBITDA | $11.9 | $12.5 | -4.8% | | Net Bookings | $101.7 | $185.6 | -45.2% | - The quarterly book-to-bill ratio was **0.79x**, with total backlog standing at **$653.4 million** as of April 30, 2024[24](index=24&type=chunk) - The operating loss in Q3 2024 includes **$2.5 million** of CEO transition costs not present in the prior quarter[107](index=107&type=chunk) [Segment Performance](index=14&type=section&id=Segment%20Performance) The two segments showed divergent performance, with Terrestrial & Wireless Networks reporting increased net sales and significantly improved operating income and Adjusted EBITDA margins, while the Satellite & Space Communications segment experienced a decline in net sales, though its operating income and Adjusted EBITDA improved due to cost management [Terrestrial & Wireless Networks](index=14&type=section&id=Terrestrial%20%26%20Wireless%20Networks) The Terrestrial & Wireless Networks segment delivered strong results with net sales of $56.6 million, a 4.6% increase from Q3 2023, with operating income rising to $5.7 million and Adjusted EBITDA improving to $11.3 million, expanding the margin to 20.0%, and net bookings for the quarter at $40.7 million Terrestrial & Wireless Networks Segment Performance (Q3, $ millions) | Metric | Q3 FY2024 ($ millions) | Q3 FY2023 ($ millions) | YoY Change | | :--- | :--- | :--- | :--- | | Net Sales | $56.6 | $54.1 (approx) | +4.6% | | Operating Income | $5.7 | $9.2 (EBITDA) | N/A | | Adjusted EBITDA | $11.3 | $9.2 | +22.8% | | Adjusted EBITDA Margin | 20.0% | 16.9% | +310 bps | | Net Bookings | $40.7 | $74.2 | -45.1% | - The increase in segment net sales was primarily driven by higher revenue from **NG-911** and call handling services[108](index=108&type=chunk) [Satellite & Space Communications](index=16&type=section&id=Satellite%20%26%20Space%20Communications) The Satellite & Space Communications segment saw net sales decrease by $10.8 million compared to Q3 2023, primarily due to lower sales of troposcatter solutions and the divestiture of the PST product line, yet operating income was $2.8 million and Adjusted EBITDA increased to $7.2 million, driven by lower R&D and SG&A expenses, with net bookings at $61.0 million Satellite & Space Communications Segment Performance (Q3, $ millions) | Metric | Q3 FY2024 ($ millions) | Q3 FY2023 ($ millions) | YoY Change | | :--- | :--- | :--- | :--- | | Net Sales | $71.6 (approx) | $82.4 (approx) | -13.1% ($10.8) | | Operating Income | $2.8 | N/A | N/A | | Adjusted EBITDA | $7.2 | $6.4 | +12.5% | | Adjusted EBITDA Margin | 10.1% | 7.7% | +240 bps | | Net Bookings | $61.0 | $77.5 | -21.3% | - The decline in net sales reflects lower sales of troposcatter solutions, the **PST Divestiture**, and reduced sales of satellite terminals and equipment for the U.S. Army[49](index=49&type=chunk) [Outlook](index=18&type=section&id=Outlook) [Q4 Fiscal 2024 Guidance](index=18&type=section&id=Q4%20Fiscal%202024%20Guidance) For the fourth quarter of fiscal 2024, Comtech expects net sales and Adjusted EBITDA to be similar to the levels reported in the third quarter of fiscal 2024, as the company believes it is well-positioned for long-term opportunities with a stronger balance sheet and key leadership additions - The company expects net sales and Adjusted EBITDA for **Q4 fiscal 2024** to be similar to **Q3 fiscal 2024**[116](index=116&type=chunk)[50](index=50&type=chunk) - Management expresses confidence in the company's position to capitalize on long-term opportunities, citing a stronger balance sheet, key team additions, and growing end markets[34](index=34&type=chunk)[110](index=110&type=chunk) [Appendix](index=19&type=section&id=Appendix) [Financial Statements](index=21&type=section&id=Financial%20Statements) This section contains the unaudited condensed consolidated financial statements for the period, including the Statements of Operations and Balance Sheets, providing detailed financial data for investor review Statement of Operations (Three Months Ended Apr 30, $ thousands) | Statement of Operations (Three Months Ended Apr 30) | 2024 ($ thousands) | 2023 ($ thousands) | | :--- | :--- | :--- | | Net Sales | 128,076 | 136,316 | | Gross Profit | 38,954 | 43,146 | | Operating Loss | (3,470) | (5,276) | | Net Income (Loss) | 2,795 | (7,458) | [Non-GAAP Reconciliations](index=23&type=section&id=Non-GAAP%20Reconciliations) This section provides detailed reconciliations of GAAP financial measures to non-GAAP measures, such as Adjusted EBITDA, explaining adjustments made for items like stock-based compensation, amortization, CEO transition costs, and restructuring costs, to offer a different perspective on the company's performance - Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, CEO transition costs, restructuring costs, and other specific items[65](index=65&type=chunk) Reconciliation to Adjusted EBITDA (Q3, $ thousands) | Reconciliation to Adjusted EBITDA (Q3, $ thousands) | 2024 ($ thousands) | 2023 ($ thousands) | | :--- | :--- | :--- | | Net Income (Loss) | 2,795 | (7,458) | | Adjustments (Taxes, Interest, D&A, etc.) | 9,116 | 19,003 | | **Adjusted EBITDA** | **11,911** | **12,545** |

Financial Performance - Consolidated net loss attributable to common stockholders for the three months ended April 30, 2024, was $1.0 million, a significant improvement from a loss of $9.2 million in the same period of 2023[39]. - Adjusted EBITDA for the three months ended April 30, 2024, was $7.2 million, compared to $6.4 million for the same period in 2023, representing an increase of approximately 12.5%[40]. - Operating loss for the three months ended April 30, 2024, was $3.5 million, improved from a loss of $5.3 million in the same period of 2023[43]. - The company reported a net loss of $23.4 million for the three months ended April 30, 2024[91]. - The company reported a net income of $2.80 million for the three months ended April 30, 2024, compared to a net loss of $7.46 million in the same period last year[101]. - The net loss for the nine months ended April 30, 2024, was $9,200,000, compared to a net loss of $23,359,000 for the same period in 2023[106]. - Adjusted EBITDA for fiscal year 2023 was $53.5 million, with a GAAP net loss of $26.9 million[54]. Tax and Interest Expenses - The company recorded a tax benefit of $5.4 million for the three months ended April 30, 2024, compared to $2.9 million in the same period of 2023, reflecting a change in effective tax rate from 14.25% to 2.0%[45]. - Interest expense rose to $5.1 million in Q2 2024 from $4.4 million in Q2 2023, with an effective interest rate increasing from 10.1% to approximately 12.3%[66]. - Interest expense for the three months ended April 30, 2024 was $5,130,000, compared to $4,400,000 for the same period in 2023, reflecting a blended interest rate increase to approximately 12.26%[187]. Cash Flow and Liquidity - The company’s ability to meet future liquidity needs will depend on generating positive cash inflows from operations and securing outside capital[22]. - Cash flows from operating activities resulted in a net cash used of $44,998,000 for the nine months ended April 30, 2024, compared to a net cash used of $177,000 in 2023[106]. - The total cash and cash equivalents at the end of the period on April 30, 2024, were $27,192,000, an increase from $21,404,000 at the end of the same period in 2023[106]. - The company has the potential to raise up to $50 million through the issuance of common shares without consent from Convertible Preferred Stock holders[114]. - The company aims to improve liquidity through a combination of debt and/or equity financing and potential asset divestitures[137]. Operational Efficiency - Consolidated selling, general and administrative expenses decreased to $28.7 million in Q2 2024 from $31.4 million in Q2 2023, representing 22.4% of consolidated net sales compared to 23.0%[78]. - Research and development expenses decreased to $5.7 million in Q2 2024 from $11.7 million in Q2 2023, representing a reduction from 8.6% to 4.5% of consolidated net sales[57]. - Restructuring costs for the three months ended April 30, 2024, were $2.8 million, down from $4.1 million in the same period of 2023, aimed at improving operational efficiency[79]. - The company plans to implement cost savings and restructuring activities to reduce cash used in operations[137]. Revenue and Sales - Net sales for the three months ended April 30, 2024, were $128.08 million, a decrease of 6.3% from $136.32 million in the same period last year[101]. - For the three months ended April 30, 2024, U.S. government sales accounted for 60.9% of satellite and communications revenue, up from 47.1% in 2023[76]. - The U.S. government segment generated $44,139,000 in revenue for the three months ended April 30, 2024, compared to $39,634,000 in 2023, reflecting a 11.3% increase[168]. - Total revenue for the three months ended April 30, 2024, was $128,076,000, a 6.5% increase from $136,316,000 in the same period of 2023[168]. Assets and Liabilities - Total current assets increased to $344.4 million as of April 30, 2024, compared to $305.5 million as of July 31, 2023[84]. - Total liabilities decreased to $414.33 million from $445.73 million, a reduction of 7.1%[100]. - The total stockholders' equity decreased to $406.42 million from $438.30 million, a decline of 7.3%[100]. - Total assets decreased slightly to $991.0 million as of April 30, 2024, from $996.2 million as of July 31, 2023[84]. CEO Transition and Related Costs - The transition of the CEO may impact business continuity and relationships with customers and employees[32]. - CEO transition costs amounted to $2.5 million in Q2 2024, with no similar costs incurred in Q2 2023[62]. - Transition costs related to the former CEO amounted to $7.424 million, including $3.764 million for stock-based compensation[117]. Divestitures and Gains - The estimated gain on business divestiture was revised to $2.0 million for the nine months ended April 30, 2024, down from an initial estimate of $2.2 million[42]. - The company completed the divestiture of its solid-state RF microwave high power amplifiers product line for $35,459,000 in cash, with an additional contingent consideration of up to $5,000,000[156]. - As of April 30, 2024, the company recognized a pre-tax gain of $2,013,000 from the divestiture, reflecting a receivable for contingent consideration of $3,300,000[156]. Going Concern - The company believes substantial doubt exists regarding its ability to continue as a going concern due to recent refinancing and operating losses[116]. - The company has substantial doubt about its ability to continue as a going concern, as its plans for the next twelve months are not solely within management's control[155].