Financial Data and Key Metrics Changes - Consolidated net sales were $126.8 million compared to $128.1 million a year ago and $126.6 million in Q2 of fiscal 2025 [22] - Consolidated gross margin was 30.7% in Q3 compared to 30.4% a year ago and improved from 26.7% in Q2 [26] - Consolidated operating loss for Q3 decreased to $1.5 million compared to a $3.5 million operating loss in Q3 of last year and a $10.3 million operating loss last quarter [28] - Consolidated adjusted EBITDA for Q3 increased to $12.6 million compared to $11.9 million in Q3 of last year and $2.9 million in Q2 [29] - The company generated positive GAAP cash flow from operations of $2.3 million this quarter, the first positive cash flow in the past eight quarters [20] Business Line Data and Key Metrics Changes - The Terrestrial and Wireless (T and W) segment experienced higher net sales of $59.2 million, a 12% increase sequentially, driven by higher sales of next-generation 911 services [25] - The Satellite and Space (S and S) segment's net sales decreased 8.3% to $67.6 million, impacted by lower sales of troposcatter solutions, but achieved a more favorable product mix [26] Market Data and Key Metrics Changes - The T and W segment's growth is driven by new cloud-based emergency response products and increased interest from international carriers in 5G location technologies [19] - The S and S segment is capitalizing on differentiated technologies and extensive customer relationships to develop new growth vectors [14] Company Strategy and Development Direction - The company is executing a transformation plan aimed at addressing historical challenges while leveraging core strengths and capitalizing on opportunities [9] - The transformation plan includes reducing costs, improving operational efficiency, and streamlining product lines, with over 70 products discontinued in the satellite and space business [12][44] - The company aims to return to positive cash flow and has made significant progress in improving financial performance and accountability [32] Management's Comments on Operating Environment and Future Outlook - Management acknowledges longstanding challenges but emphasizes strong assets and compelling growth opportunities [32] - The company has secured a $40 million capital infusion to improve financial flexibility and address prior covenant breaches [10] - Management expresses optimism about the renewed sense of purpose and progress within the organization [20] Other Important Information - The company has amended its credit facility to waive defaults and suspend testing of certain covenants until October 31, 2025 [29] - The company is supporting a review by the director of defense trade controls regarding potential misclassification of certain modem variants [17] Q&A Session Summary Question: Status of next-generation digital back-end modems development - Management reports good progress on the development of next-generation platforms, with expectations for significant progress towards certification by the end of the calendar year [36] Question: Outstanding competitions in the 911 business - Management confirms there are several compelling bids in the RFP process but prefers not to disclose specifics [39] Question: Current quarter bookings characterization - Management refrains from providing guidance on Q4 bookings at this stage [40] Question: Impact of discontinued products on revenue - Management expects the impact from discontinued products to be less than 10% of satellite and space segment revenue [43] Question: Outlook for terrestrial wireless segment growth - Management sees growth opportunities in international carrier markets, especially in 5G, and is launching new products to enhance market presence [48]

Financial Performance - Consolidated net sales were $126.8 million in Q3 FY2025, a decrease of 1.0% year-over-year and an increase of 0.2% sequentially[6]. - Consolidated gross profit was $38.9 million, representing a gross margin of 30.7%, up from 26.7% in the previous quarter[7]. - Consolidated net loss attributable to common shareholders was $14.5 million, compared to a net loss of $1.0 million in the prior year period[10]. - Consolidated Adjusted EBITDA was $12.6 million, an increase from $11.9 million in the prior year period and $2.9 million in the previous quarter[11]. - Consolidated net bookings were $71.0 million, a decrease of 30.2% year-over-year, with a book-to-bill ratio of 0.56x[12]. - The company reported a net loss of $163.2 million for the nine months ended April 30, 2025, compared to a net loss of $9.2 million in the same period of 2024[41]. - The net loss per common share for the nine months ended April 30, 2025, was $6.56, compared to a loss of $1.21 in the same period of 2024[41]. - For the three months ended April 30, 2025, the company reported a net loss of $1,532,000, translating to a loss per diluted share of $(0.49) compared to a net loss of $3,470,000 and a loss per diluted share of $(0.04) for the same period in 2024[47]. - The non-GAAP net loss for the three months ended April 30, 2025, was $5,238,000, resulting in a non-GAAP loss per diluted share of $(0.18), while the non-GAAP net income for the same period in 2024 was $8,790,000 with a non-GAAP income per diluted share of $0.20[47]. Revenue and Sales Segments - The Terrestrial and Wireless Networks segment reported net sales of $59.2 million, an increase of 4.6% year-over-year, driven by NG-911 services[22]. - The Satellite and Space Communications segment's net sales were $67.6 million, a decrease of 5.3% year-over-year, impacted by lower sales to the U.S. Marine Corps and U.S. Army[15]. - A new contract valued at over $27.0 million for statewide NG-911 services has been secured for a Southeastern state[32]. - Various funded orders totaling $9.0 million for wireless location-based messaging services were received[32]. - Incremental funding of over $2.5 million was secured from a new international customer for location-based messaging services[32]. Cost and Expenses - Selling, general and administrative expenses increased to $115.7 million for the nine months ended April 30, 2025, compared to $91.7 million in 2024, reflecting a 26.2% rise[41]. - The company incurred restructuring costs of $14,222,000 for the nine months ended April 30, 2025, compared to $9,197,000 for the same period in 2024[45]. - The company recognized restructuring costs of $12,470,000 for the fiscal year 2024, contributing to the overall net loss[48]. - The company incurred CEO transition costs of $2,916,000 during the fiscal year 2024, which were part of the overall operational expenses[48]. Balance Sheet and Assets - Total assets decreased from $912,434,000 on July 31, 2024, to $751,144,000 on April 30, 2025, representing a decline of approximately 17.7%[43]. - Current liabilities increased significantly from $183,547,000 to $372,683,000, marking an increase of about 103%[43]. - Goodwill decreased from $284,180,000 on July 31, 2024, to $204,625,000 on April 30, 2025, a reduction of approximately 28%[43]. - Total stockholders' equity fell from $306,253,000 to $115,433,000, a decrease of about 62.3%[43]. - The current portion of credit facility increased dramatically from $4,050,000 to $148,882,000, reflecting a rise of approximately 3,577%[43]. Future Outlook and Guidance - The company has not provided future financial targets, making it difficult to reconcile business outlook to GAAP measures[44]. - The company will host a conference call with investors and analysts on June 9, 2025[34]. Impairments and Adjustments - The company experienced a significant impairment of long-lived assets, including goodwill, amounting to $79,555,000 for the nine months ended April 30, 2025[47]. - The total net discrete tax expense for the fiscal year 2024 was $4,136,000, impacting the overall financial results[48]. - The adjustments to reflect the redemption value of convertible preferred stock contributed $15,900,000 to the fiscal year 2024 results, equating to $0.55 per diluted share[48]. - The company reported a change in the fair value of warrants and derivatives, resulting in a loss of $4,273,000 for the fiscal year 2024[48].

Financial Performance - Consolidated net sales for Q3 fiscal 2025 were $126.8 million, slightly up from $126.6 million in Q2 fiscal 2025 but down from $128.1 million in Q3 fiscal 2024[229]. - Consolidated net sales for the three months ended April 30, 2025, were $126.8 million, a decrease of $1.3 million, or 1.0%, compared to $128.1 million in the same period of 2024[244]. - Consolidated net sales decreased by $45.0 million, or 10.9%, to $369.2 million for the nine months ended April 30, 2025, compared to $414.2 million for the same period in 2024[289]. - The net loss attributable to common stockholders for the three months ended April 30, 2025, was $14.5 million, or $(0.49) per diluted common share[288]. - For the nine months ended April 30, 2025, the GAAP net loss attributable to common stockholders was $192.7 million, with a net loss per diluted common share of $6.56[337]. - The company incurred operating losses of $141.0 million for the nine months ended April 30, 2025, following previous losses of $79.9 million in fiscal 2024[342]. Segment Performance - Net sales in the Satellite and Space Communications segment were $67.6 million, down $3.8 million, or 5.3%, from $71.4 million in the prior year, primarily due to lower sales to the U.S. Marine Corps and U.S. Army[245]. - The Terrestrial and Wireless Networks segment saw net sales increase to $59.2 million, up $2.6 million, or 4.6%, compared to $56.6 million in the same period of 2024, driven by higher sales of NG-911 services[246]. - Net sales in the Satellite and Space Communications segment fell by $52.2 million, or 20.7%, to $200.2 million for the nine months ended April 30, 2025, primarily due to lower sales of troposcatter solutions and high-power solid state amplifiers[290]. - The Terrestrial and Wireless Networks segment saw an increase in net sales of $7.1 million, or 4.4%, reaching $168.9 million for the nine months ended April 30, 2025, driven by higher sales of NG-911 services[291]. Expenses and Costs - Selling, general and administrative expenses increased to $30.2 million, or 23.8% of consolidated net sales, compared to $28.7 million, or 22.4% in the prior year[254]. - Selling, general and administrative expenses rose to $115.7 million for the nine months ended April 30, 2025, representing 31.3% of consolidated net sales, up from 22.1% in 2024[299]. - Research and development expenses decreased to $4.4 million, or 3.5% of consolidated net sales, down from $5.7 million, or 4.5% in the same period of 2024[257]. - Research and development expenses decreased by $7.9 million, or 38.8%, to $12.5 million, accounting for 3.4% of consolidated net sales compared to 4.9% in the prior year[303]. - The company incurred $4.3 million in restructuring costs during the three months ended April 30, 2025, compared to $2.8 million in the same period of 2024[255]. - The company incurred $14.2 million in restructuring costs during the nine months ended April 30, 2025, compared to $9.2 million in the prior year[301]. Goodwill and Impairment - The company reported a total goodwill of $204.6 million as of April 30, 2025, with $30.5 million related to the Satellite and Space Communications segment and $174.1 million related to the Terrestrial and Wireless Networks segment[216]. - A non-cash impairment charge of $79.6 million was recorded in the Satellite and Space Communications segment during the first quarter of fiscal 2025[216]. - A non-cash goodwill impairment charge of $79.6 million was recognized in the first quarter of fiscal 2025 due to lower-than-expected financial performance in the Satellite and Space Communications segment[309]. - The Satellite and Space Communications segment experienced a non-cash goodwill impairment charge of $79.6 million, contributing to significantly lower net sales and gross profit[317]. Revenue and Contracts - Revenue recognition is based on FASB ASC 606, reflecting the consideration expected in exchange for goods or services promised to customers[211]. - The company anticipates future growth in end markets due to increasing demand for global voice, video, and data usage, as well as the growth of emergency communication networks[206]. - The company has experienced and expects ongoing risks related to contract revenue and cost estimates, particularly for fixed-price development contracts[214]. - The company faces risks related to government contracts, including unpredictable funding and the potential for contract termination at any time[208]. - Bookings for the quarter totaled $71.0 million, reflecting a book-to-bill ratio of 0.56x; excluding a $36.4 million debooking, gross bookings were $107.4 million with a ratio of 0.85x[229]. - Backlog as of April 30, 2025, was $708.1 million, down from $798.9 million as of July 31, 2024[229]. - Revenue visibility is approximately $1.2 billion, combining $708.1 million of funded backlog and the total unfunded value of multi-year contracts[229]. Financing and Debt - The company entered into a Second Amendment to the Credit Facility, reducing interest rates and waiving defaults, allowing for additional unsecured subordinated debt of $40.0 million[237]. - The company entered into an amendment to the Subordinated Credit Agreement, providing an incremental aggregate principal of $40.0 million[238]. - The company recorded $4.9 million of deferred financing fees and debt discounts as an immediate expense during the nine months ended April 30, 2025[322]. - Total outstanding borrowings under the credit facility were $168.0 million as of April 30, 2025[343]. - The credit facility was amended to decrease interest rate margins applicable to the term loan from 12.00% to 9.50% per annum[345]. - The company anticipates challenges in complying with financial covenants over the next twelve months[346]. Cash Flow and Liquidity - Cash and cash equivalents decreased from $32.4 million on July 31, 2024, to $28.4 million on April 30, 2025[338]. - Net cash used in operating activities improved to $19.7 million for the nine months ended April 30, 2025, compared to $45.0 million for the same period in 2024[341]. - Net cash used in investing activities was $6.5 million for the nine months ended April 30, 2025, primarily for capital expenditures related to cloud-based networks[341]. - The company plans to raise additional funds through equity and debt financing to provide flexibility and pursue acquisitions[353]. - Material cash requirements include $168.0 million in principal payments and $69.5 million in interest payments due under the Credit Facility, with total contractual cash obligations amounting to $366.9 million[361]. Strategic Outlook - The company is exploring strategic alternatives for its businesses, which may impact future results of operations[292]. - The company is not providing forward-looking guidance due to uncertainties related to its transformation strategy and various external economic factors[242]. - The company faces uncertainties regarding its ability to continue as a going concern, with substantial doubt raised about its financial stability[349]. - Significant capital expenditures are being made to support cloud-based networks for NG-911 contract wins, expected to continue throughout fiscal 2025 and beyond[354]. Legal and Regulatory Matters - The company’s U.S. federal income tax returns for fiscal 2022 through 2024 are subject to potential IRS audit, which could materially affect consolidated results[220]. - The company is subject to ongoing legal proceedings that may materially affect its financial condition and results of operations[364].

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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 2019 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in its charter) Delaware 11-2139466 | --- | --- | --- | --- | |-------------------|-----------------------|---------------------------- ...

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2019 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in its charter) Delaware 11-2139466 | --- | --- | |------------------------------------------------------------------- ...