Index

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark FORM 10-Q (Mark One)
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2018
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928
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(Exact (Exact name of registrant as specified in its charter)
Delaware11-2139466
(State or other jurisdiction of incorporation /organization)(I.R.S. Employer Identification Number)
68 South Service Road, Suite 230,
Melville, NY

11747
(Address of principal executive offices)(Zip Code)

(631) 962-7000
(Registrant’s telephone number, including area code)

Delaware 11-2139466 (State or other jurisdiction of incorporation /organization) (I.R.S. Employer Identification Number) 305 N 54th Street, Chandler, Arizona 85226 (Address of principal executive offices) (Zip Code) (480) 333-2200 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.10 per share CMTL Nasdaq Stock Market LLC 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.
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Emerging growth company
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Non-accelerated filer
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Smaller reporting company
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Large accelerated filer ☐ Accelerated filer ☒ Emerging growth company ☐ Non-accelerated filer ☐ Smaller reporting company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. blankboxa18.jpg

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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APPLICABLE ONLY TO CORPORATE ISSUERS:
As of March 2, 2018,13, 2024, the number of outstanding shares of Common Stock, par value $.10$0.10 per share, of the registrant was 23,620,11328,473,822 shares. Index



COMTECH TELECOMMUNICATIONS CORP. INDEX Page PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements 2 Condensed Consolidated Balance Sheets - January 31, 2024 and July 31, 2023 (Unaudited) 2 Condensed Consolidated Statements of Operations - Three and Six Months Ended January 31, 2024 and 2023 (Unaudited) 3 Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - Three and Six Months Ended January 31, 2024 and 2023 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows - Six Months Ended January 31, 2024 and 2023 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 38 Item 3. Quantitative and Qualitative Disclosures About Market Risk 62 Item 4. Controls and Procedures 62 PART II. OTHER INFORMATION Item 1. Legal Proceedings 63 Item 1A. Risk Factors 63 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 64 Item 4. Mine Safety Disclosures 64 Item 5. Other Information 64 Item 6. Exhibits 65 Signature Page 67 Index 1


Index

COMTECH TELECOMMUNICATIONS CORP.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 4.
Item 6.


Index

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
  January 31, 2018 July 31, 2017
Assets    
Current assets:    
Cash and cash equivalents $40,472,000
 41,844,000
Accounts receivable, net 117,973,000
 124,962,000
Inventories, net 71,707,000
 60,603,000
Prepaid expenses and other current assets 14,915,000
 13,635,000
Total current assets 245,067,000
 241,044,000
Property, plant and equipment, net 30,122,000
 32,847,000
Goodwill 290,633,000
 290,633,000
Intangibles with finite lives, net 251,334,000
 261,871,000
Deferred financing costs, net 2,635,000
 3,065,000
Other assets, net 2,860,000
 2,603,000
Total assets $822,651,000
 832,063,000
Liabilities and Stockholders’ Equity  
  
Current liabilities:  
  
Accounts payable $27,662,000
 29,402,000
Accrued expenses and other current liabilities 60,585,000
 68,610,000
Dividends payable 2,351,000
 2,343,000
Customer advances and deposits 24,848,000
 25,771,000
Current portion of long-term debt 17,211,000
 15,494,000
Current portion of capital lease obligations 1,858,000
 2,309,000
Interest payable 83,000
 282,000
Total current liabilities 134,598,000
 144,211,000
Non-current portion of long-term debt, net 174,225,000
 176,228,000
Non-current portion of capital lease obligations 885,000
 1,771,000
Income taxes payable 2,558,000
 2,515,000
Deferred tax liability, net 6,088,000
 17,306,000
Customer advances and deposits, non-current 8,385,000
 7,227,000
Other liabilities 5,291,000
 2,655,000
Total liabilities 332,030,000
 351,913,000
Commitments and contingencies (See Note 18) 

 

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 38,653,430 shares and 38,619,467 shares at January 31, 2018 and July 31, 2017, respectively 3,865,000
 3,862,000
Additional paid-in capital 534,224,000
 533,001,000
Retained earnings 394,381,000
 385,136,000
  932,470,000
 921,999,000
Less:  
  
Treasury stock, at cost (15,033,317 shares at January 31, 2018 and July 31, 2017) (441,849,000) (441,849,000)
Total stockholders’ equity 490,621,000
 480,150,000
Total liabilities and stockholders’ equity $822,651,000
 832,063,000

Assets January 31, 2024 July 31, 2023 Current assets: Cash and cash equivalents $ 39,956,000 18,961,000 Accounts receivable, net 198,548,000 163,159,000 Inventories, net 85,788,000 105,845,000 Prepaid expenses and other current assets 18,953,000 17,521,000 Total current assets 343,245,000 305,486,000 Property, plant and equipment, net 51,999,000 53,029,000 Operating lease right-of-use assets, net 35,498,000 44,410,000 Goodwill 333,105,000 347,692,000 Intangibles with finite lives, net 215,330,000 225,907,000 Deferred financing costs, net 2,742,000 2,349,000 Other assets, net 14,836,000 17,364,000 Total assets $ 996,755,000 996,237,000 Liabilities, Convertible Preferred Stock and Stockholders’ Equity Current liabilities: Accounts payable $ 42,528,000 64,241,000 Accrued expenses and other current liabilities 59,688,000 66,990,000 Current portion of long-term debt 168,089,000 4,375,000 Operating lease liabilities, current 8,156,000 8,645,000 Contract liabilities 65,770,000 66,351,000 Interest payable 1,317,000 1,368,000 Income taxes payable, current 1,710,000 — Total current liabilities 347,258,000 211,970,000 Non-current portion of long-term debt — 160,029,000 Operating lease liabilities, non-current 33,059,000 41,763,000 Income taxes payable, non-current 2,879,000 2,208,000 Deferred tax liability, net 10,658,000 9,494,000 Long-term contract liabilities 21,151,000 18,419,000 Other liabilities 8,296,000 1,844,000 Total liabilities 423,301,000 445,727,000 Commitments and contingencies (See Note 19) Convertible preferred stock, par value $0.10 per share; authorized and issued 166,121 shares at January 31, 2024 (includes accrued dividends of $374,000) and authorized 125,000 shares; issued 100,000 at July 31, 2023 (includes accrued dividends of $604,000) 166,495,000 112,211,000 Stockholders' equity: Preferred stock, par value $0.10 per share; authorized and unissued 1,833,879 and 1,875,000 shares at January 31, 2024 and July 31, 2023, respectively — — Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 43,506,289 and 43,096,271 shares at January 31, 2024 and July 31, 2023, respectively 4,351,000 4,310,000 Additional paid-in capital 639,300,000 636,925,000 Retained earnings 205,157,000 238,913,000 848,808,000 880,148,000 Less: Treasury stock, at cost (15,033,317 shares at January 31, 2024 and July 31, 2023) (441,849,000) (441,849,000) Total stockholders’ equity 406,959,000 438,299,000 Total liabilities, convertible preferred stock and stockholders’ equity $ 996,755,000 996,237,000 See accompanying notes to condensed consolidated financial statements. Index 2



2


Index

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

  Three months ended January 31, Six months ended January 31,
   
  2018 2017 2018 2017
Net sales $133,731,000
 139,028,000
 255,300,000
 274,814,000
Cost of sales 82,930,000
 85,824,000
 156,783,000
 169,502,000
Gross profit 50,801,000
 53,204,000
 98,517,000
 105,312,000
         
Expenses:  
  
  
  
Selling, general and administrative 27,215,000
 30,988,000
 55,690,000
 63,673,000
Research and development 13,435,000
 13,314,000
 27,185,000
 27,410,000
Amortization of intangibles 5,268,000
 6,032,000
 10,537,000
 12,087,000
Settlement of intellectual property litigation 
 (9,979,000) 
 (9,979,000)
  45,918,000
 40,355,000
 93,412,000
 93,191,000
         
Operating income 4,883,000
 12,849,000
 5,105,000
 12,121,000
         
Other expenses (income):  
  
  
  
Interest expense 2,519,000
 2,852,000
 5,107,000
 6,177,000
Interest (income) and other (48,000) (74,000) (9,000) (76,000)
         
Income before (benefit from) provision for income taxes 2,412,000
 10,071,000
 7,000
 6,020,000
(Benefit from) provision for income taxes (13,349,000) 3,486,000
 (14,094,000) 1,924,000
         
Net income $15,761,000
 6,585,000
 14,101,000
 4,096,000
Net income per share (See Note 4):  
  
  
  
Basic $0.66
 0.28
 0.59
 0.17
Diluted $0.66
 0.28
 0.59
 0.17
         
Weighted average number of common shares outstanding – basic 23,816,000
 23,428,000
 23,805,000
 23,406,000
         
Weighted average number of common and common equivalent shares outstanding – diluted 23,953,000
 23,445,000
 23,942,000
 23,427,000
         
Dividends declared per issued and outstanding common share as of the applicable dividend record date $0.10
 0.10
 0.20
 0.40
Three months ended January 31, Six months ended January 31, 2024 2023 2024 2023 Net sales $ 134,225,000 133,725,000 $ 286,136,000 264,864,000 Cost of sales 91,027,000 87,801,000 195,056,000 172,137,000 Gross profit 43,198,000 45,924,000 91,080,000 92,727,000 Expenses: Selling, general and administrative 30,307,000 28,915,000 63,002,000 58,252,000 Research and development 6,843,000 12,441,000 14,655,000 25,192,000 Amortization of intangibles 5,288,000 5,349,000 10,577,000 10,698,000 Gain on business divestiture, net (2,213,000) — (2,213,000) — CEO transition costs — — — 9,090,000 40,225,000 46,705,000 86,021,000 103,232,000 Operating income (loss) 2,973,000 (781,000) 5,059,000 (10,505,000) Other expenses (income): Interest expense 5,265,000 3,791,000 10,197,000 6,026,000 Interest (income) and other 902,000 455,000 837,000 200,000 Loss before benefit from income taxes (3,194,000) (5,027,000) (5,975,000) (16,731,000) Provision for (benefit from) income taxes 7,364,000 (222,000) 6,020,000 (830,000) Net loss $ (10,558,000) (4,805,000) $ (11,995,000) (15,901,000) Loss on extinguishment of convertible preferred stock (13,640,000) — (13,640,000) — Adjustments to reflect redemption value of convertible preferred stock: Convertible preferred stock issuance costs (4,273,000) — (4,273,000) — Dividend on convertible preferred stock (2,061,000) (1,737,000) (3,884,000) (3,447,000) Net loss attributable to common stockholders $ (30,532,000) (6,542,000) $ (33,792,000) (19,348,000) Net loss per common share (See Note 6): Basic $ (1.07) (0.23) $ (1.18) (0.69) Diluted $ (1.07) (0.23) $ (1.18) (0.69) Weighted average number of common shares outstanding – basic 28,662,000 27,954,000 28,704,000 27,892,000 Weighted average number of common and common equivalent shares outstanding – diluted 28,662,000 27,954,000 28,704,000 27,892,000 See accompanying notes to condensed consolidated financial statements. Index 3



3


Index

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JANUARY (Unaudited) Three months ended January 31, 2018 AND 2017
(Unaudited)
  Common Stock 
Additional
Paid-in
Capital
 Retained Earnings Treasury Stock 
Stockholders'
Equity
  Shares Amount   Shares Amount 
Balance as of July 31, 2016 38,367,997
 $3,837,000
 $524,797,000
 $383,616,000
 15,033,317
 $(441,849,000) $470,401,000
Equity-classified stock award compensation 
 
 1,989,000
 
 
 
 1,989,000
Proceeds from issuance of employee stock purchase plan shares 33,226
 3,000
 345,000
 
 
 
 348,000
Issuance of restricted stock 144,899
 15,000
 (15,000) 
 
 
 
Net settlement of stock-based awards 40,354
 4,000
 (248,000) 
 
 
 (244,000)
Cash dividends declared, net 
 
 
 (9,351,000) 
 
 (9,351,000)
Accrual of dividend equivalents, net of reversal 
 
 
 (179,000) 
 
 (179,000)
Net income tax shortfall from settlement of stock-based awards 
 
 (257,000) 
 
 
 (257,000)
Reversal of deferred tax assets associated with expired and unexercised stock-based awards 
 
 (344,000) 
 
 
 (344,000)
Net income 
 
 
 4,096,000
 
 
 4,096,000
Balance as of January 31, 2017 38,586,476
 $3,859,000
 $526,267,000
 $378,182,000
 15,033,317
 $(441,849,000) $466,459,000
               
Balance as of July 31, 2017 38,619,467
 $3,862,000
 $533,001,000
 $385,136,000
 15,033,317
 $(441,849,000) $480,150,000
Equity-classified stock award compensation 
 
 1,827,000
 
 
 
 1,827,000
Proceeds from issuance of employee stock purchase plan shares 24,222
 2,000
 395,000
 
 
 
 397,000
Forfeiture of restricted stock (10,254) (1,000) 1,000
 
 
 
 
Net settlement of stock-based awards 19,995
 2,000
 (1,000,000) 
 
 
 (998,000)
Cash dividends declared 
 
 
 (4,701,000) 
 
 (4,701,000)
Accrual of dividend equivalents, net of reversal 
 
 
 (155,000) 
 
 (155,000)
Net income 
 
 
 14,101,000
 
 
 14,101,000
Balance as of January 31, 2018 38,653,430
 $3,865,000
 $534,224,000
 $394,381,000
 15,033,317
 $(441,849,000) $490,621,000

2024 and 2023 Convertible Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Stockholders' EquityShares Amount Shares Amount Shares Amount Balance as of October 31, 2022 100,000 $ 106,914,000 42,810,846 $ 4,281,000 $ 629,027,000 $ 262,902,000 15,033,317 $ (441,849,000) $ 454,361,000 Equity-classified stock award compensation — — — — 1,268,000 — — — 1,268,000 Issuance of employee stock purchase plan shares — — 14,443 1,000 87,000 — — — 88,000 Issuance of restricted stock, net of forfeiture — — 82,373 8,000 (8,000) — — — — Net settlement of stock-based awards — — (6,791) — (141,000) — — — (141,000) Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) 1,737,000 — — — (1,737,000) — — (1,737,000) Cash dividends declared, net ($0.10 per share) — — — — — (2,775,000) — — (2,775,000) Accrual of dividend equivalents, net of reversal ($0.10 per share) — — — — — (163,000) — — (163,000) Net loss — — — — — (4,805,000) — — (4,805,000) Balance as of January 31, 2023 100,000 $ 108,651,000 42,900,871 $ 4,290,000 $ 630,233,000 $ 253,422,000 15,033,317 $ (441,849,000) $ 446,096,000 Balance as of October 31, 2023 100,000 $ 114,034,000 43,268,782 $ 4,327,000 $ 638,652,000 $ 235,676,000 15,033,317 $ (441,849,000) $ 436,806,000 Equity-classified stock award compensation — — — — 2,189,000 — — — 2,189,000 Issuance of employee stock purchase plan shares — — 11,318 1,000 81,000 — — — 82,000 Issuance of restricted stock, net of forfeiture — — (16,590) (2,000) 2,000 — — — — Net settlement of stock-based awards — — 242,779 25,000 (1,624,000) — — — (1,599,000) Extinguishment of convertible preferred stock (100,000) (115,721,000) — — — (13,640,000) — — (13,640,000) Issuance of convertible preferred stock 166,121 166,121,000 — — — — — — — Convertible preferred stock issuance costs — (4,273,000) — — — — — — — Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) — 6,334,000 — — — (6,334,000) — — (6,334,000) Reversal of dividend equivalents — — — — — 13,000 — — 13,000 Net loss — — — — — (10,558,000) — — (10,558,000) Balance as of January 31, 2024 166,121 $ 166,495,000 43,506,289 $ 4,351,000 $ 639,300,000 $ 205,157,000 15,033,317 $ (441,849,000) $ 406,959,000 See accompanying notes to condensed consolidated financial statements. Index 4



4


Index

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  Six months ended January 31,
  2018 2017
Cash flows from operating activities:    
Net income $14,101,000
 4,096,000
Adjustments to reconcile net income to net cash provided by operating activities:  
  
Depreciation and amortization of property, plant and equipment 6,663,000
 7,317,000
Amortization of intangible assets with finite lives 10,537,000
 12,087,000
Amortization of stock-based compensation 1,827,000
 1,989,000
Amortization of deferred financing costs 1,098,000
 968,000
Settlement of intellectual property litigation 
 (9,979,000)
Gain on disposal of property, plant and equipment 
 (146,000)
Provision for allowance for doubtful accounts 577,000
 433,000
Provision for excess and obsolete inventory 2,433,000
 1,061,000
Excess income tax benefit from stock-based awards 
 (61,000)
Deferred income tax (benefit) expense (11,218,000) 4,307,000
Changes in assets and liabilities:  
  
Accounts receivable 5,801,000
 24,989,000
Inventories (13,537,000) (875,000)
Prepaid expenses and other current assets 1,745,000
 409,000
Other assets (257,000) 201,000
Accounts payable (2,259,000) (8,572,000)
Accrued expenses and other current liabilities (5,146,000) (3,882,000)
Customer advances and deposits 235,000
 (2,989,000)
Other liabilities, non-current (242,000) (749,000)
Interest payable (199,000) (471,000)
Income taxes payable (2,982,000) (4,525,000)
Net cash provided by operating activities 9,177,000
 25,608,000
     
Cash flows from investing activities:  
  
Purchases of property, plant and equipment (2,836,000) (4,147,000)
Net cash used in investing activities (2,836,000) (4,147,000)
     
Cash flows from financing activities:  
  
Net borrowings (repayments) under Revolving Loan Facility 9,400,000
 (4,100,000)
Repayment of long-term debt under Term Loan Facility (10,354,000) (4,427,000)
Cash dividends paid (4,821,000) (14,177,000)
Remittance of employees' statutory tax withholdings for stock awards (998,000) (244,000)
Repayment of principal amounts under capital lease obligations (1,337,000) (1,853,000)
Proceeds from issuance of employee stock purchase plan shares 397,000
 348,000
Payment of issuance costs related to equity offering 
 (626,000)
Payment of deferred financing costs 
 (104,000)
Excess income tax benefit from stock-based awards 
 61,000
Net cash used in financing activities (7,713,000) (25,122,000)
     
Net decrease in cash and cash equivalents (1,372,000) (3,661,000)
Cash and cash equivalents at beginning of period 41,844,000
 66,805,000
Cash and cash equivalents at end of period $40,472,000
 63,144,000
See accompanying notes to condensed consolidated financial statements. (Continued)

5


Index

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)

  Six months ended January 31,
  2018 2017
Supplemental cash flow disclosures:    
Cash paid during the period for:    
Interest $3,977,000
 5,538,000
Income taxes, net $108,000
 2,143,000
     
Non-cash investing and financing activities:    
Cash dividends declared but unpaid (including dividend equivalents) $2,506,000
 2,522,000
Accrued additions to property, plant and equipment $1,102,000
 1,147,000
(Forfeiture) issuance of restricted stock $(1,000) 15,000

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) Six months ended January 31, 2024 and 2023 Convertible Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Stockholders' EquityShares Amount Shares Amount Shares Amount Balance as of July 31, 2022 100,000 $ 105,204,000 42,672,827 $ 4,267,000 $ 625,484,000 $ 278,683,000 15,033,317 $ (441,849,000) 466,585,000 Equity-classified stock award compensation — — — — 2,172,000 — — — 2,172,000 CEO transition costs related to equity-classified stock-based awards (See Note 1) — — — — 3,764,000 — — — 3,764,000 Issuance of employee stock purchase plan shares — — 29,460 3,000 204,000 — — — 207,000 Issuance of restricted stock, net of forfeiture — — 93,091 9,000 (9,000) — — — — Net settlement of stock-based awards — — 105,493 11,000 (1,382,000) — — — (1,371,000) Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) 3,447,000 — — — (3,447,000) — — (3,447,000) Cash dividends declared, net ($0.20 per share) — — — — — (5,549,000) — — (5,549,000) Accrual of dividend equivalents, net of reversal ($0.20 per share) — — — — — (364,000) — — (364,000) Net loss — — — — — (15,901,000) — — (15,901,000) Balance as of January 31, 2023 100,000 $ 108,651,000 42,900,871 $ 4,290,000 $ 630,233,000 $ 253,422,000 15,033,317 $ (441,849,000) $ 446,096,000 Balance as of July 31, 2023 100,000 $ 112,211,000 43,096,271 $ 4,310,000 $ 636,925,000 $ 238,913,000 15,033,317 $ (441,849,000) $ 438,299,000 Equity-classified stock award compensation — — — — 4,834,000 — — — 4,834,000 Issuance of employee stock purchase plan shares — — 24,117 2,000 174,000 — — — 176,000 Issuance of restricted stock, net of forfeiture — — (2,686) — — — — — — Net settlement of stock-based awards — — 388,587 39,000 (2,633,000) — — — (2,594,000) Extinguishment of convertible preferred stock (100,000) (115,721,000) — — — (13,640,000) — — (13,640,000) Issuance of convertible preferred stock 166,121 166,121,000 — — — — — — — Convertible preferred stock issuance costs — (4,273,000) — — — — — — — Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) — 8,157,000 — — — (8,157,000) — — (8,157,000) Reversal of dividend equivalents — — — — — 36,000 — — 36,000 Net loss — — — — — (11,995,000) — — (11,995,000) Balance as of January 31, 2024 166,121 $ 166,495,000 43,506,289 $ 4,351,000 $ 639,300,000 $ 205,157,000 15,033,317 $ (441,849,000) $ 406,959,000 See accompanying notes to condensed consolidated financial statements. Index 5




6


2024 2023 Cash flows from operating activities: Net loss $ (11,995,000) (15,901,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization of property, plant and equipment 5,952,000 5,765,000 Amortization of intangible assets with finite lives 10,577,000 10,698,000 Amortization of stock-based compensation 4,834,000 2,172,000 Amortization of cost to fulfill assets 480,000 480,000 CEO transition costs related to equity-classified stock-based awards — 3,764,000 Amortization of deferred financing costs 1,543,000 664,000 Gain on business divestiture, net (2,213,000) — Changes in other liabilities (2,067,000) (2,067,000) Loss on disposal of property, plant and equipment 19,000 78,000 Provision for allowance for doubtful accounts 620,000 553,000 Provision for excess and obsolete inventory 1,473,000 1,276,000 Deferred income tax expense (benefit) 1,135,000 (2,034,000) Changes in assets and liabilities, net of effects of divestiture: Accounts receivable (40,456,000) (11,764,000) Inventories 913,000 (5,725,000) Prepaid expenses and other current assets 2,157,000 1,781,000 Other assets 2,397,000 (3,319,000) Accounts payable (19,345,000) (6,939,000) Accrued expenses and other current liabilities (3,089,000) (693,000) Contract liabilities 2,807,000 2,541,000 Other liabilities, non-current 172,000 465,000 Interest payable (51,000) 961,000 Income taxes payable 2,932,000 458,000 Net cash used in operating activities (41,205,000) (16,786,000) Cash flows from investing activities: Proceeds from business divestiture, net 32,425,000 — Purchases of property, plant and equipment (7,489,000) (9,918,000) Net cash provided by (used in) investing activities 24,936,000 (9,918,000) Cash flows from financing activities: Proceeds from issuance of convertible preferred stock 43,200,000 — Net borrowings of long-term debt under Revolving Loan Facility 22,619,000 39,000,000 Repayment of debt under Term Loan (18,738,000) (625,000) Payment of convertible preferred stock issuance costs (3,833,000) — Remittance of employees’ statutory tax withholding for stock awards (3,798,000) (2,473,000) Payment of deferred financing costs (2,097,000) (3,616,000) Cash dividends paid on common stock (265,000) (5,870,000) Proceeds from issuance of employee stock purchase plan shares 176,000 243,000 Payment of shelf registration costs — (101,000) Repayment of principal amounts under finance lease liabilities — (4,000) Net cash provided by financing activities 37,264,000 26,554,000 Net increase (decrease) in cash and cash equivalents 20,995,000 (150,000) Cash and cash equivalents at beginning of period 18,961,000 21,654,000 Cash and cash equivalents at end of period $ 39,956,000 21,504,000 (Continued) Six months ended January 31, See accompanying notes to condensed consolidated financial statements. Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF CASH FLOWS (Unaudited) 6


(Unaudited)


(1)    General

TheSix months ended January 31, 2024 2023 Supplemental cash flow disclosures: Cash paid during the period for: Interest $ 8,693,000 4,352,000 Income taxes, net $ 1,951,000 609,000 Non-cash investing and financing activities: Accrued additions to property, plant and equipment $ 1,271,000 3,339,000 Adjustment to reflect redemption value of convertible preferred stock $ 8,157,000 3,447,000 Unpaid convertible preferred stock issuance costs $ 440,000 — Accrued deferred financing costs $ 821,000 173,000 Cash dividends declared on common stock but unpaid, including (reversal) accrual of dividend equivalents $ (36,000) 3,139,000 Accrued shelf registration costs $ 20,000 — See accompanying notes to condensed consolidated financial statementsstatements. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) 7


(1) General The accompanying Condensed Consolidated Financial Statements of Comtech Telecommunications Corp. and its subsidiaries ("Comtech," "we," "us," or "our") as of and for the three and six months ended January 31, 20182024 and 20172023 are unaudited. In the opinion of management, the information furnished reflects all material adjustments (which include normal recurring adjustments) necessary for a fair presentation of the results for the unaudited interim periods. Our results of operations for such periods are not necessarily indicative of the results of operations to be expected for the full fiscal year.

The preparation of our condensed consolidated financial statementsCondensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the condensed consolidated financial statements,Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reported period. Actual results may differ from those estimates.

Our condensed consolidated financial statementsCondensed Consolidated Financial Statements should be read in conjunction with our audited consolidated financial statements, filed with the Securities and Exchange Commission ("SEC"), for the fiscal year ended July 31, 20172023 and the notes thereto contained in our Annual Report on Form 10-K, and all of our other filings with the SEC. Liquidity and Going Concern The accompanying unaudited Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation one year after the date these unaudited Condensed Consolidated Financial Statements are issued and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Pursuant to the requirements of ASC Topic 205-40, "Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern," we are required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern. This evaluation does not take into consideration the potential mitigating effect of our plans that have not been fully implemented or are not within our control as of the date the unaudited Condensed Consolidated Financial Statements are issued. When substantial doubt exists, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of our plans, however, is only considered if both (i) it is probable that the plans will be effectively implemented within one year after the date that the unaudited Condensed Consolidated Financial Statements are issued, and (ii) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited Condensed Consolidated Financial Statements are issued. As of the date these financial statements were issued (the "issuance date"), we evaluated whether the following conditions or events, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern over the next twelve months beyond the issuance date. Over the past three fiscal years, we incurred operating losses of $14,660,000, $33,752,000, and $68,298,000 in fiscal 2023, 2022 and 2021, respectively. More recently, we recognized operating income of $2,973,000 and $5,059,000 in the three and six months ended January 31, 2024, respectively, including a $2,213,000 estimated gain on business divestiture, net. See Note (2) – “Business Divestiture” for further information. In addition, over the past three fiscal years, net cash used in operating activities was $4,433,000 and $40,638,000 in fiscal 2023 and 2021, respectively, and net cash provided by operating activities was $1,997,000 in fiscal 2022. More recently, net cash used in operating activities was $41,205,000 in the six months ended January 31, 2024. Such amount reflects a significant reduction in the level of our outstanding accounts payable due to the use of a substantial portion of the net cash proceeds from the $45,000,000 issuance of our Series B Convertible Preferred Stock on January 22, 2024. See Note (17) – “Convertible Preferred Stock” for further information. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 8



As of January 31, 2024, we were in compliance with all restrictive and financial covenants under our Credit Facility (see Note (10) – “Credit Facility” for defined terms). As of January 31, 2024, our Secured Leverage Ratio was 3.07x TTM Adjusted EBITDA compared to the maximum allowable Secured Leverage Ratio of 3.50x TTM Adjusted EBITDA. Our Interest Expense Coverage Ratio as of January 31, 2024 was 3.34x TTM Adjusted EBITDA compared to the Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA. Our Minimum Liquidity was $39,500,000 compared to the Minimum Liquidity requirement of $25,000,000. However, in light of the October 31, 2024 maturity date of the Credit Facility and status of our refinancing efforts, we anticipate that we may be unable to remain in compliance with one or more of our restrictive and financial covenants over the next twelve months beyond the issuance date. As disclosed in more detail in Note (14) - "Segment Information,"(10) – “Credit Facility,” on November 7, 2023, we manageentered into the Third Amended and Restated Credit Agreement which, effective January 31, 2024, among other things, lowered our borrowing limit under the Revolving Loan Facility from $150,000,000 to $140,000,000 and increased the quarterly Term Loan amortization payment from $1,250,000 to $1,875,000. On April 30, 2024 and July 31, 2024, if still outstanding, the Revolving Loan Facility would further step down to $135,000,000 and $130,000,000, respectively. As of the issuance date, our available sources of liquidity included cash and cash equivalents of approximately $20,100,000. In addition, as of the issuance date, borrowings under our Credit Facility aggregated $166,241,000, of which $136,854,000 and $29,387,000 related to the Revolving Loan Facility and Term Loan, respectively. As of the issuance date, there was approximately $2,665,000 of borrowing capacity under the Revolving Loan Facility. Our ability to meet our current obligations as they come due may be impacted by our ability to remain compliant with the financial covenants under our Credit Facility or to obtain waivers or amendments that impact the related financial covenants. If we are unable to satisfy certain covenants and not able to obtain waivers or amendments, such event would constitute an Event of Default and could cause an immediate acceleration and repayment of all outstanding principal, interest and fees due under our Credit Facility. If there is an Event of Default, there can be no assurances that we will be able to continue as a going concern, which could force us to delay, reduce or discontinue certain aspects of our business strategy. Additionally, our ability to meet future anticipated liquidity needs will largely depend on our ability to generate positive cash inflows from operations and/or secure other sources of outside capital. As it relates to sources of outside capital, the Series B Convertible Preferred Stock issued on January 22, 2024 allow us to raise up to $50,000,000 of shares of common stock without the consent of the holders of Series B Convertible Preferred Stock. Based on our current business plans, including projected capital expenditures, we do not believe our current level of cash and cash equivalents, or liquidity expected to be generated from future cash flows will be sufficient to fund our operations over the next twelve months beyond the issuance date and repay the outstanding borrowings scheduled to mature under the Credit Facility on or before October 31, 2024. In anticipation of this maturity, we engaged with third party financial advisors to assist us in our discussions and negotiations with our existing lenders and holders of Series B Convertible Preferred Stock to extend or refinance the Credit Facility and/or amend or restructure our Series B Convertible Preferred Stock, as well as seeking other sources of credit or outside capital. If we are unable to obtain sufficient, timely financial resources or outside capital, our business, financial condition and results of operations could be materially and adversely affected. Our ability to generate cash in the future or have sufficient access to credit from financial institutions and/or financing from public and/or private debt and equity markets on acceptable terms, or at all, (i) is subject to (a) general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control and (b) under certain circumstances, a majority vote consent right of the holders of the Series B Convertible Preferred Stock (as discussed further in Note (17) – "Convertible Preferred Stock"), and (ii) could (x) dilute the ownership interest of our stockholders, (y) include terms that adversely affect the rights of our common stockholders, or (z) restrict our ability to take specific actions such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. Also, our transition to sustained profitability is dependent upon the successful completion of our ongoing One Comtech transformation and integration of individual businesses into two reportable segments: Commercial Solutionssegments and Government Solutions.related restructuring activities to optimize our cost structure and reduce investments in working capital and/or capital expenditures. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 9



Certain reclassifications have been madeIn addition to previously reportedour plan to refinance the Credit Facility and/or secure new sources of credit or outside capital, our plans also include, among other things: • implementing certain cost savings and restructuring activities to reduce cash used in operations, as discussed further in Note (20) – “Cost Reduction;” • pursuing initiatives to reduce investments in working capital, namely accounts receivable and inventory; • improving process disciplines to attain and maintain profitable operations by entering into more favorable sales or service contracts; • reevaluating our business plans to identify opportunities to further reduce capital expenditures; • seeking opportunities to improve liquidity through any combination of debt and/or equity financing (including possibly restructuring our existing Series B Convertible Preferred Stock); and • seeking other strategic transactions and/or measures including, but not limited to, the potential sale or divestiture of assets. While we believe the implementation of some or all of the elements of our plans over the next twelve months beyond the issuance date will be successful, these plans are not all solely within management’s control and, as such, we can provide no assurance our plans are probable of being effectively implemented as of the issuance date. Therefore, these adverse conditions and events described above raise substantial doubt about our ability to continue as a going concern as of the issuance date. We prepared these unaudited condensed consolidated financial statements on a going concern basis, assuming our financial resources will be sufficient to conformmeet our capital needs over the next twelve months and did not include any adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation for the next twelve months. CEO Transition Related On August 9, 2022, our Board of Directors appointed Ken Peterman as our Chairman of the Board, President and Chief Executive Officer ("CEO"). Transition costs related to our former President and CEO, Michael D. Porcelain, pursuant to his separation agreement with the Company, were $7,424,000, of which $3,764,000 related to the acceleration of unamortized stock based compensation, with the remaining $3,660,000 related to his severance payments and benefits upon termination of employment. The cash portion of the transition costs of $3,660,000 was paid to Mr. Porcelain in October 2022. Also, in connection with Mr. Peterman entering into an employment agreement with the Company, effective as of August 9, 2022, we incurred a $1,000,000 expense related to a cash sign-on bonus, which was paid to Mr. Peterman in January 2023. CEO transition costs related to Mr. Porcelain and Mr. Peterman were expensed in our Unallocated segment during the first quarter of fiscal 2023. There were no similar costs incurred in fiscal 2024. On March 12, 2024, Mr. Peterman's employment with the Company was terminated for cause and the Board of Directors appointed John Ratigan as interim CEO and Mark Quinlan as Chairman of the Board of Directors. Prior to the changes, Mr. Ratigan served as our Chief Corporate Development Officer and Mr. Quinlan served as a member of our Board of Directors. Upon termination of his employment, Mr. Peterman was deemed to have resigned from his position as Chairman of the Board of Directors and as a director pursuant to his employment contract. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 10


(2) Business Divestiture On November 7, 2023, we completed the divestiture of our solid-state RF microwave high power amplifiers and control components product line, which was included in our Satellite and Space Communications segment, pursuant to a stock sale agreement entered into on October 11, 2023 (the "PST Divestiture"). The preliminary sales price for this divestiture was $35,659,000 in cash (including adjustments for estimated closing date net working capital and cash on hand), plus contingent consideration of up to $5,000,000 based on the achievement of a revenue target or the receipt of an anticipated contract award as specified in the stock sale agreement. The sales price is subject to adjustment based on the final closing date net working capital of the divested business. We received cash proceeds of $32,477,000 at closing, net of $2,182,000 of transaction costs and $1,000,000 held in escrow until finalization of the closing date net working capital. We recognized an estimated pre-tax gain of $2,213,000 which is presented as "Gain on business divestiture, net" in our Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2024. The estimated pre-tax gain reflects the recognition of a $3,300,000 receivable for the estimated fair value of the contingent consideration and a $1,000,000 receivable for the amount held in escrow. These receivables are presented within “Prepaid expenses and other current fiscal period presentation.

(2)    Adoptionassets” on the Condensed Consolidated Balance Sheet as of Accounting Standards and Updates

January 31, 2024. We are required to prepare our condensed consolidated financial statementswill subsequently measure the contingent consideration receivable as a gain contingency in accordance with the Financial Accounting StandardStandards Board ("FASB") Accounting Standards Codification ("ASC") 450, "Contingencies," and subsequent changes in the carrying value of the contingent consideration receivable will be recorded as an adjustment to “Gain on business divestiture, net.” The carrying amount of the major classes of assets and liabilities related to the PST Divestiture ("PST Disposal Group") as of November 7, 2023 are as follows: Cash and cash equivalents $ (71,000) Accounts receivable, net 4,168,000 Inventories, net 17,822,000 Prepaid expenses and other current assets 201,000 Property, plant and equipment, net 2,790,000 Operating lease right-of-use assets, net 5,379,000 Goodwill 14,587,000 Other assets, net 35,000 Total assets of disposal group held for sale $ 44,911,000 Accounts payable $ 3,081,000 Accrued expenses and other current liabilities 1,622,000 Operating lease liabilities, current 545,000 Contract liabilities 656,000 Operating lease liabilities, non-current 4,894,000 Deferred tax liability, net (451,000) Total liabilities of disposal group held for sale $ 10,347,000 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 11


(3) Adoption of Accounting Standards and Updates We are required to prepare our Condensed Consolidated Financial Statements in accordance with the FASB ASC, which is the source for all authoritative U.S. generally accepted accounting principles, which are commonly referred to as "GAAP." The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates ("ASUs"). During the six months ended January 31, 2018, we2024, the following FASB ASUs have been issued and incorporated into the FASB ASC and have not yet been adopted by us as of January 31, 2024: • FASB ASU 2016-09 "Compensation - Stock Compensation (Topic 718): ImprovementsNo. 2023-07, which requires the disclosure of significant segment expenses, by reportable segment, regularly provided to Employee Share-Based Payment Accounting" ("the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. The disclosure of other segment items by reportable segment are also required and would constitute the difference between segment revenues less these significant segment expenses and reported segment profit or loss. On an annual basis, the update requires an entity to disclose the CODM's title and position, as well as describe how the CODM uses the reported measures. Additionally, all existing annual disclosures about segment profit or loss must be provided on an interim basis in addition to the disclosure of significant segment expenses and other segment items. This ASU 2016-09")is effective for fiscal years beginning after December 15, 2023 (our fiscal year beginning on August 1, 2024) and for interim periods within fiscal years beginning after December 15, 2024 (our interim period beginning on October 31, 2025), which amends several aspects ofwith early adoption permitted. We are evaluating the accounting for and reporting of share-based payment transactions. Our adoptionimpact of this ASU on our Condensed Consolidated Financial Statements and disclosures. • FASB ASU No. 2023-09 enhances and establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Most notably under the new requirements is greater disaggregation of information in the effective tax rate reconciliation, including the inclusion of both percentages and amounts, specific categories, and additional information for reconciling items meeting a quantitative threshold defined by the guidance. Additionally, disclosures of income taxes paid and income tax expense must be disaggregated by federal, state and foreign taxes, with income taxes paid further disaggregated for individual jurisdictions that represent 5 percent or more of total income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 (our fiscal year beginning on August 1, 2017, did not have a material2025), with early adoption permitted. We are evaluating the impact of this ASU on our condensedCondensed Consolidated Financial Statements and disclosures. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 12


(4) Revenue Recognition In accordance with FASB ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), we record revenue in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. Under ASC 606, we follow a five-step model to: (1) identify the contract with our customer; (2) identify our performance obligations in our contract; (3) determine the transaction price for our contract; (4) allocate the transaction price to our performance obligations; and (5) recognize revenue using one of the following two methods: • Over time - We recognize revenue using the over time method when there is a continuous transfer of control to the customer over the contractual period of performance. This generally occurs when we enter into a long- term contract relating to the design, development or manufacture of complex equipment or technology platforms to a buyer’s specification (or to provide services related to the performance of such contracts). Continuous transfer of control is typically supported by contract clauses which allow our customers to unilaterally terminate a contract for convenience, pay for costs incurred plus a reasonable profit and take control of work-in-process. Revenue recognized over time is generally based on the extent of progress toward completion of the related performance obligations. The selection of the method to measure progress requires judgment and is based on the nature of the products or services provided. In certain instances, typically for firm fixed-price contracts, we use the cost-to-cost measure because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion, including warranty costs. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill generally include direct labor, materials, subcontractor costs, other direct costs and an allocation of indirect costs. When these contracts are modified, the additional goods or services are generally not distinct from those already provided. As a result, these modifications form part of an existing contract and we must update the transaction price and our measure of progress for the single performance obligation and recognize a cumulative catch-up to revenue and gross profits. For over time contracts using a cost-to-cost measure of progress, we have an estimate at completion ("EAC") process in which management reviews the progress and execution of our performance obligations. This EAC process requires management judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for schedule and technical issues. Since certain contracts extend over a long period of time, the impact of revisions in revenue and/or cost estimates during the progress of work may impact current period earnings through a cumulative adjustment. Additionally, if the EAC process indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract revenue and cost estimates for significant contracts are generally reviewed and reassessed at least quarterly. The cost-to-cost method is principally used to account for contracts in our Satellite and Space Communications segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our public safety and location technologies product line within our Terrestrial and Wireless Networks segment. For service-based contracts in our Terrestrial and Wireless Networks segment, we also recognize revenue over time. These services are typically recognized as a series of services performed over the contract term using the straight-line method, or based on our customers’ actual usage of the networks and platforms which we provide. • Point in time - When a performance obligation is not satisfied over time, we must record revenue using the point in time accounting method which generally results in revenue being recognized upon shipment or delivery of a promised good or service to a customer. This generally occurs when we enter into short-term contracts or purchase orders where items are provided to customers with relatively quick turn-around times. Modifications to such contracts and/or purchase orders, which typically provide for additional quantities or services, are accounted for as a new contract because the pricing for these additional quantities or services are based on standalone selling prices. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 13


Point in time accounting is principally applied to contracts in our satellite ground station technologies product line (which includes satellite modems, solid-state and traveling wave tube amplifiers). The contracts related to these product lines do not meet the requirements for over time revenue recognition because our customers cannot utilize the equipment for its intended purpose during any phase of our manufacturing process; customers do not simultaneously receive and/or consume the benefits provided by our performance; customers do not control the asset (i.e., prior to delivery, customers cannot direct the use of the asset, sell or exchange the equipment, etc.); and, although many of our contracts have termination for convenience clauses and/or an enforceable right to payment for performance completed to date, our performance creates an asset with an alternative use through the point of delivery. In determining that our equipment has alternative use, we considered the underlying manufacturing process for our products. In the early phases of manufacturing, raw materials and work in process (including subassemblies) consist of common parts that are highly fungible among many different types of products and customer applications. Finished products are either configured to our standard configuration or based on our customers’ specifications. Finished products, whether built to our standard specification or to a customers’ specification, can be sold to a variety of customers and across many different end use applications with minimal rework, if needed, and without incurring a significant economic loss. When identifying a contract with our customer, we consider when it has approval and commitment from both parties, if the rights of the parties are identified, if the payment terms are identified, if it has commercial substance and if collectability is probable. When identifying performance obligations, we consider whether there are multiple promises and how to account for them. In our contracts, multiple promises are separated if they are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or comprise a series of distinct services performed over time, they are combined into a single performance obligation. In some cases, we may also provide the customer with an additional service-type warranty, which we recognize as a separate performance obligation. Service-type warranties do not represent a significant portion of our consolidated financial statements. See Note (12) - "Stock-Based Compensation"net sales. When service-type warranties represent a separate performance obligation, the revenue is deferred and recognized ratably over the extended warranty period. Our contracts, from time-to-time, may also include options for further information regardingadditional goods and services. To date, these options have not represented material rights to the customer as the pricing for them reflects standalone selling prices. As a result, we do not consider options we offer to be performance obligations for which we must allocate a portion of the transaction price. In many cases, we provide assurance-type warranty coverage for some of our adoptionproducts for a period of at least one year from the date of delivery. When identifying the transaction price, we typically utilize the contract's stated price as a starting point. The transaction price in certain arrangements may include estimated amounts of variable consideration, including award fees, incentive fees or other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved. The estimation of this ASU.variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (e.g., historical, current and forecasted) that is reasonably available to us. When allocating the contract’s transaction price, we consider each distinct performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives and internally approved pricing guidelines related to the performance obligations. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 14



Most of our contracts with customers are denominated in U.S. dollars and typically are either firm fixed-price or cost reimbursable type contracts (including fixed-fee, incentive-fee and time-and-material type contracts). In almost all of our contracts with customers, we are the principal in the arrangement and report revenue on a gross basis. Transaction prices for contracts with U.S. domestic and international customers are usually based on specific negotiations with each customer and in the case of the U.S. government, sometimes based on estimated or actual costs of providing the goods or services in accordance with applicable regulations. Sales by geography and customer type, as a percentage of consolidated net sales, are as follows: Three months ended January 31, Six months ended January 31, 2024 2023 2024 2023 United States U.S. government 31.5 % 29.8 % 33.5 % 30.9 % Domestic 42.9 % 46.7 % 41.5 % 46.7 % Total United States 74.4 % 76.5 % 75.0 % 77.6 % International 25.6 % 23.5 % 25.0 % 22.4 % Total 100.0 % 100.0 % 100.0 % 100.0 % Sales to U.S. government customers include sales to the U.S. Department of Defense ("DoD"), intelligence and civilian agencies, as well as sales directly to or through prime contractors. Domestic sales include sales to commercial customers, as well as to U.S. state and local governments. For the three and six months ended January 31, 2024, except for the U.S. government, there were no customers that represented more than 10.0% of consolidated net sales. For the three and six months ended January 31, 2023, included in domestic sales are sales to Verizon Communications Inc. ("Verizon"), which accounted for 11.3% and 11.9% of consolidated net sales, respectively. Except for the U.S., no individual country (including sales to U.S. domestic companies for inclusion in products that are sold to a foreign country) represented more than 10.0% of consolidated net sales for the three and six months ended January 31, 2024 and 2023. The following tables summarize our disaggregation of revenue consistent with information reviewed by our CODM for the three and six months ended January 31, 2024 and 2023. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors which impact our business: Three months ended January 31, 2024 Six months ended January 31, 2024 Satellite and Space Communications Terrestrial and Wireless Networks Total Satellite and Space Communications Terrestrial and Wireless Networks Total Geographical region and customer type U.S. government $ 41,701,000 573,000 $ 42,274,000 $ 94,707,000 1,169,000 $ 95,876,000 Domestic 8,804,000 48,830,000 57,634,000 24,756,000 94,020,000 118,776,000 Total United States 50,505,000 49,403,000 99,908,000 119,463,000 95,189,000 214,652,000 International 28,098,000 6,219,000 34,317,000 61,528,000 9,956,000 71,484,000 Total $ 78,603,000 55,622,000 $ 134,225,000 $ 180,991,000 105,145,000 $ 286,136,000 Contract type Firm fixed-price $ 71,425,000 55,622,000 $ 127,047,000 $ 156,833,000 105,145,000 $ 261,978,000 Cost reimbursable 7,178,000 — 7,178,000 24,158,000 — 24,158,000 Total $ 78,603,000 55,622,000 $ 134,225,000 $ 180,991,000 105,145,000 $ 286,136,000 Transfer of control Point in time $ 32,571,000 685,000 $ 33,256,000 $ 78,312,000 1,332,000 $ 79,644,000 Over time 46,032,000 54,937,000 100,969,000 102,679,000 103,813,000 206,492,000 Total $ 78,603,000 55,622,000 $ 134,225,000 $ 180,991,000 105,145,000 $ 286,136,000 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 15


Three months ended January 31, 2023 Six months ended January 31, 2023 Satellite and Space Communications Terrestrial and Wireless Networks Total Satellite and Space Communications Terrestrial and Wireless Networks Total Geographical region and customer type U.S. government $ 38,947,000 948,000 $ 39,895,000 $ 79,960,000 1,986,000 $ 81,946,000 Domestic 14,429,000 47,976,000 62,405,000 29,673,000 93,987,000 123,660,000 Total United States 53,376,000 48,924,000 102,300,000 109,633,000 95,973,000 205,606,000 International 27,031,000 4,394,000 31,425,000 51,647,000 7,611,000 59,258,000 Total $ 80,407,000 53,318,000 $ 133,725,000 $ 161,280,000 103,584,000 $ 264,864,000 Contract type Firm fixed-price $ 72,458,000 53,318,000 $ 125,776,000 $ 142,333,000 103,584,000 $ 245,917,000 Cost reimbursable 7,949,000 — 7,949,000 18,947,000 — 18,947,000 Total $ 80,407,000 53,318,000 $ 133,725,000 $ 161,280,000 103,584,000 $ 264,864,000 Transfer of control Point in time $ 66,287,000 1,642,000 $ 67,929,000 $ 121,287,000 1,726,000 $ 123,013,000 Over time 14,120,000 51,676,000 65,796,000 39,993,000 101,858,000 141,851,000 Total $ 80,407,000 53,318,000 $ 133,725,000 $ 161,280,000 103,584,000 $ 264,864,000 The timing of revenue recognition, billings and collections results in receivables, unbilled receivables and contract liabilities on our Condensed Consolidated Balance Sheet. Under typical payment terms for our contracts accounted for over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly) or upon achievement of contractual milestones. For certain contracts with provisions that are intended to protect customers in the event we do not satisfy our performance obligations, billings occur subsequent to revenue recognition, resulting in unbilled receivables. Under ASC 606, unbilled receivables constitute contract assets. There were no material impairment losses recognized on contract assets during the three and six months ended January 31, 2024 and 2023, respectively. On large long-term contracts, and for contracts with international customers that do not do business with us regularly, payment terms typically require advanced payments and deposits. Under ASC 606, payments received from customers in excess of revenue recognized to-date results in a contract liability. These contract liabilities are not considered to represent a significant financing component of the contract because we believe these cash advances and deposits are generally used to meet working capital demands which can be higher in the earlier stages of a contract. Also, advanced payments and deposits provide us with some measure of assurance that the customer will perform on its obligations under the contract. Under the typical payment terms for our contracts accounted for at a point in time, costs are accumulated in inventory until the time of billing, which generally coincides with revenue recognition. Of the current contract liability balance of $66,351,000 at July 31, 2023 and $64,601,000 at July 31, 2022, $30,057,000 and $34,126,000 was recognized as revenue during the six months ended January 31, 2024 and 2023, respectively. We recognize the incremental costs to obtain or fulfill a contract as an expense when incurred if the amortization period of the asset is one year or less; otherwise, such costs are capitalized and amortized over the estimated life of the contract. During the six months ended January 31, 2024 and 2023, incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material. Commissions payable to our internal sales and marketing employees or contractors that are incremental to the acquisition of long-term customer contracts are capitalized and amortized consistent with the pattern of revenue recognition through cost of sales on our Condensed Consolidated Statements of Operations. Commissions payable that are not incremental to the acquisition of long-term contracts are expensed as incurred in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 16


(3)    
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the end of a fiscal period. Remaining performance obligations, which we refer to as backlog, exclude unexercised contract options and potential orders under indefinite delivery / indefinite quantity ("IDIQ") contracts. As of January 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $680,092,000 (which represents the amount of our consolidated funded backlog). We estimate that a substantial portion of our remaining performance obligations at January 31, 2024 will be completed and recognized as revenue during the next twenty-four month period, with the rest thereafter. During the six months ended January 31, 2024, revenue recognized from performance obligations satisfied, or partially satisfied, in previous periods (for example due to changes in the transaction price) was not material. Net sales for the three and six months ended January 31, 2024 include a net reduction of $1,310,000 and a net increase of $395,000, respectively, relating to corrections on certain contracts in our Satellite and Space Communications segment. (5) Fair Value Measurements and Financial Instruments

Using the fair value hierarchy described in FASB ASC 820 "Fair"Fair Value Measurements and Disclosures," we valued our cash and cash equivalents using Level 1 inputs that were based on quoted market prices.

We believe that the carrying amounts of our other current financial assets (such as accounts receivable) and other current liabilities (including accounts payable, accrued expenses and the current portionsportion of our Secured Credit Facility and favorable AT&T warranty settlement)long-term debt) approximate their fair values due to their short-term maturities.

The As further discussed in Note (17) - "Convertible Preferred Stock," we used Level 3 inputs to value warrants contingently issuable under the terms of our Series B Convertible Preferred Stock. Level 3 inputs are unobservable inputs developed using the best available information under the circumstances. Level 3 inputs are supported by little or no market activity, are significant to the fair value of the non-current portionassets or liabilities and reflect our assumptions related to how market participants would use similar inputs to price the asset or liability. Upon issuance of our Secured Credit Facilitythe Series B Convertible Preferred Stock on January 22, 2024, and as of January 31, 2018 approximates its carrying amount due to its variable interest rate and pricing grid that is dependent upon our leverage ratio as of the end of each fiscal quarter. We believe2024, we determined the fair value of our non-current portionthe warrants using the Monte Carlo simulation model with the following assumptions: expected life of capital lease obligations, which currently has a blended interestsix months; risk free rate of 5.9%, would not be materially different than its carrying value as5.2%; expected volatility of January 31, 2018.

The fair value55.0%; and dividend yield of the non-current portion of our favorable AT&T warranty settlement as of January 31, 2018 approximates its carrying amount given our belief that the present value of such liability reflects market participants' assumptions for a similar junior, unsecured debt instrument. See Note (7) - "Accrued Expenses and Other Current Liabilities" for further discussion of the favorable AT&T warranty settlement.

7


COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



0%. As of January 31, 20182024 and July 31, 2017,2023, other than the financial instrumentscash and cash equivalents and warrants discussed above, we had no other significant assets or liabilities included in our Condensed Consolidated Balance Sheets recorded at fair value, as such term is defined by FASB ASC 820.

(4)     (6) Earnings Per Share

Our basic earnings per share ("EPS") is computed based on the weighted average number of common shares (including vested but unissued stock units, share units, performance shares and restricted stock units ("RSUs")), outstanding during each respective period. Our diluted EPS reflects the dilution from potential common stock issuable pursuant to the exercise of equity-classified stock-based awards, settlement of escrow arrangements related to our acquisition of UHP Networks Inc. ("UHP") and the assumed conversion of Convertible Preferred Stock, if dilutive, outstanding during each respective period. Pursuant to FASB ASC 260 "Earnings"Earnings Per Share," equity-classified stock-based awards that are subject to performanceShare" ("ASC 260"), shares whose issuance is contingent upon the satisfaction of certain conditions are not consideredincluded in our diluted EPS calculations untilbased on the respective performance conditions have been satisfied.number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period. When calculating our diluted earnings per share, we consider the amount an employee must pay upon assumed exercise of stock-based awards and the amount of stock-based compensation cost attributed to future services and not yet recognized. On August 1, 2017, we adopted ASU 2016-09, which amends several aspects of the accounting for and reporting of share-based payment transactions. As a result of our adoption of ASU 2016-09, the amount of excess tax benefits assuming exercise of in-the-money stock-based awards is no longer included in the calculation of diluted earnings per share on a prospective basis and the denominator for our diluted calculations could increase in the future as compared to prior calculations. See Note (12) - "Stock-Based Compensation" for more information on the impact of adopting ASU 2016-09.

There were no purchasesrepurchases of our common stock during the three and six months ended January 31, 2018 or 2017.2024 and 2023. See Note (17)(18) - "Stockholders’ Equity" for more information. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 17



Weighted average stock options, RSUs and restricted stock outstanding of 1,812,0001,111,000 and 2,173,000967,000 shares for the three months ended January 31, 20182024 and 2017,2023, respectively, and 1,821,0001,139,000 and 2,305,0001,023,000 shares for the six months ended January 31, 20182024 and 2017,2023, respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive.

Our EPS calculations exclude 259,000719,000 and 237,000431,000 weighted average performance shares outstanding for the three months ended January 31, 20182024 and 2017,2023, respectively, and 211,000699,000 and 229,000 weighted average performance shares outstanding352,000 for the six months ended January 31, 20182024 and 2017,2023, respectively, as the performance conditions have not yet been satisfied. However, the compensation expense related to these awards is included in net income (the numerator)numerator for EPS calculations for each respective period.

period is reduced by the compensation expense related to these awards. Weighted average common shares of 162,000 and 324,000 for the three and six months ended January 31, 2024 and 2023, respectively, related to our acquisition of UHP in March 2021 were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Weighted average common shares underlying the assumed conversion of convertible preferred stock, on an if- converted basis, of 6,866,000 and 4,533,000 for the three months ended January 31, 2024 and 2023, respectively, and 5,812,000 and 4,496,000 for the six months ended January 31, 2024 and 2023, respectively, were not included in our diluted EPS calculation for the respective periods because their effect would have been anti-dilutive. As a result, the numerator for our basic and diluted EPS calculation for the three and six months ended January 31, 2024 and 2023 is the respective net loss attributable to common stockholders. The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations:
  Three months ended January 31, Six months ended January 31,
  2018 2017 2018 2017
Numerator:        
Net income for basic calculation $15,761,000
 6,585,000
 14,101,000
 4,096,000
Numerator for diluted calculation $15,761,000
 6,585,000
 14,101,000
 4,096,000
         
Denominator:        
Denominator for basic calculation 23,816,000
 23,428,000
 23,805,000
 23,406,000
Effect of dilutive securities:        
Stock-based awards 137,000
 17,000
 137,000
 21,000
Denominator for diluted calculation 23,953,000
 23,445,000
 23,942,000
 23,427,000

8


Three months ended January 31, Six months ended January 31, 2024 2023 2024 2023 Numerator: Net loss $ (10,558,000) (4,805,000) $ (11,995,000) (15,901,000) Loss on extinguishment of convertible preferred stock (13,640,000) — (13,640,000) — Convertible preferred stock issuance costs (4,273,000) — (4,273,000) — Dividend on convertible preferred stock (2,061,000) (1,737,000) (3,884,000) (3,447,000) Net loss attributable to common stockholders $ (30,532,000) (6,542,000) $ (33,792,000) (19,348,000) Denominator: Denominator for basic and diluted calculation 28,662,000 27,954,000 28,704,000 27,892,000 As discussed further in Note (17) - "Convertible Preferred Stock," such shares of preferred stock represent a "participating security" as defined in ASC 260. As a result, our EPS calculations for the three and six months ended January 31, 2024 and 2023 were based on the two-class method. Given the net loss attributable to common stockholders for the three and six months ended January 31, 2024 and 2023, there was no impact of applying the two- class method to our reported basic or diluted earnings per common share. Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)(Unaudited) 18


(Unaudited)


(5)    (7) Accounts Receivable

Accounts receivable consist of the following at:
  January 31, 2018 July 31, 2017
Billed receivables from commercial and international customers $68,478,000
 71,404,000
Unbilled receivables from commercial and international customers 14,726,000
 24,668,000
Billed receivables from the U.S. government and its agencies 21,235,000
 18,497,000
Unbilled receivables from the U.S. government and its agencies 15,410,000
 11,693,000
Total accounts receivable 119,849,000
 126,262,000
Less allowance for doubtful accounts 1,876,000
 1,300,000
Accounts receivable, net $117,973,000
 124,962,000

January 31, 2024 July 31, 2023 Receivables from commercial and international customers $ 53,581,000 52,438,000 Unbilled receivables from commercial and international customers 75,935,000 54,469,000 Receivables from the U.S. government and its agencies 9,846,000 31,149,000 Unbilled receivables from the U.S. government and its agencies 61,580,000 27,192,000 Total accounts receivable 200,942,000 165,248,000 Less allowance for doubtful accounts 2,394,000 2,089,000 Accounts receivable, net $ 198,548,000 163,159,000 Unbilled receivables as of January 31, 2024 relate to contracts-in-progress for which revenue has been recognized, but for which we have not yet billedearned the right to bill the customer for work performed. We had $125,000 and $118,000performed to-date. Under ASC 606, unbilled receivables constitute contract assets. Management estimates that a substantial portion of retainage included in unbilled receivablesthe amounts not yet billed at January 31, 2018 and July 31, 2017, respectively, and management estimates that substantially all of the unbilled receivables at January 31, 20182024 will be billed and collected within one year. OfAccounts receivable in the table above excludes $10,000 and $2,993,000 of long-term unbilled receivables from commercial and international customers atpresented within "Other assets, net" in the Condensed Consolidated Balance Sheets as of January 31, 20182024 and July 31, 2017, approximately $2,012,000 and $2,995,000, respectively, relates to a large over-the-horizon microwave system contract with our large U.S. prime contractor customer (all of which related to our North African country end-customer).

2023, respectively. As of January 31, 2018, the U.S. government (and its agencies) and Verizon Communications Inc. (through various divisions and, collectively, "Verizon") represented 30.6% and 12.0%, respectively, of total accounts receivable. As of July 31, 2017,2024, except for the U.S. government (and its agencies), which represented 23.9%35.5% of total accounts receivable, there were no other customers which accounted for greater than 10.0%10% of total accounts receivable.

(6)     As of July 31, 2023, except for the U.S. government (and its agencies) and AT&T, which represented 35.3% and 11.0% of total accounts receivable, respectively, there were no other customers which accounted for greater than 10% of total accounts receivable. (8) Inventories

Inventories consist of the following at:
�� January 31, 2018 July 31, 2017
Raw materials and components $52,592,000
 50,569,000
Work-in-process and finished goods 35,162,000
 26,053,000
Total inventories 87,754,000
 76,622,000
Less reserve for excess and obsolete inventories 16,047,000
 16,019,000
Inventories, net $71,707,000
 60,603,000

January 31, 2024 July 31, 2023 Raw materials and components $ 73,451,000 87,139,000 Work-in-process and finished goods 30,508,000 43,365,000 Total inventories 103,959,000 130,504,000 Less reserve for excess and obsolete inventories 18,171,000 24,659,000 Inventories, net $ 85,788,000 105,845,000 As of January 31, 20182024 and July 31, 2017,2023, the amount of inventory directly related to long-term contracts (including contracts-in-progress) was $1,420,000$4,649,000 and $2,148,000, respectively.

As$5,911,000, respectively, and the amount of January 31, 2018 and July 31, 2017, $1,528,000 and $1,718,000, respectively, of the inventory balance above related to contracts from third partythird-party commercial customers who outsource their manufacturing to us.


9


us was $2,597,000 and $3,277,000, respectively. Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)(Unaudited) 19


(Unaudited)


(7)    (9) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following at:
  January 31, 2018 July 31, 2017
Accrued wages and benefits $20,911,000
 19,622,000
Accrued warranty obligations 12,481,000
 17,617,000
Accrued legal costs 7,747,000
 8,402,000
Accrued contract costs 6,439,000
 8,644,000
Accrued commissions and royalties 2,328,000
 3,600,000
Other 10,679,000
 10,725,000
Accrued expenses and other current liabilities $60,585,000
 68,610,000

January 31, 2024 July 31, 2023 Accrued wages and benefits $ 18,669,000 21,994,000 Accrued contract costs 17,168,000 19,041,000 Accrued warranty obligations 6,844,000 8,285,000 Accrued commissions and royalties 4,799,000 4,659,000 Accrued legal costs as of January 31, 2018616,000 688,000 Other 11,592,000 12,323,000 Accrued expenses and July 31, 2017 include $3,623,000 and $4,120,000, respectively, related to estimated costs associated with certain TeleCommunication Systems, Inc. ("TCS") intellectual property matters. The accrued potential settlement costs do not reflect the final amounts we may actually pay. Ongoing legal costs associated with defending legacy TCS intellectual property matters and the ultimate resolution could vary and have a material adverse effect on our future consolidated results of operations, financial position or cash flows. TCS intellectual property matters are discussed in more detail in Note (18) - "Legal Proceedings and Other Matters."

other current liabilities $ 59,688,000 66,990,000 Accrued contract costs represent direct and indirect costs on contracts as well as estimates of amounts owed for invoices not yet received from vendors or reflected in accounts payable.

Accrued warranty obligations as of January 31, 2024 relate to estimated liabilities for assurance type warranty coverage that we provide to our customers. We generally provide warranty coverage for some of our products for a period of at least one year from the date of delivery. We record a liability for estimated warranty expense based on historical claims, product failure rates, a consideration of contractual obligations, future costs to resolve software issues and other factors. Some of our product warranties are provided under long-term contracts, the costs of which are incorporated into our estimates of total contract costs.

Changes in our current accrued warranty obligations during the six months ended January 31, 20182024 and 20172023 were as follows:
  Six months ended January 31,
  2018 2017
Balance at beginning of period $17,617,000
 15,362,000
Provision for warranty obligations 2,278,000
 3,234,000
Charges incurred (3,914,000) (3,782,000)
Warranty settlement and reclass (see below) (3,500,000) 
Adjustments to TCS pre-acquisition contingent liability 
 4,200,000
Balance at end of period $12,481,000
 19,014,000

Our current accrued Six months ended January 31, 2024 2023 Balance at beginning of period $ 8,285,000 9,420,000 (Benefit from) provision for warranty obligations (27,000) 555,000 Adjustments for changes in estimates (100,000) (1,500,000) Charges incurred (896,000) (922,000) PST Divestiture (418,000) — Balance at January 31, 2018 and July 31, 2017 include $5,234,000 and $9,909,000, respectively,end of warranty obligations for a small product line that we refer to as the TCS 911 call handling software solution. This solution was licensed to customers prior to our acquisition of TCS. During the six months ended Januaryperiod $ 6,844,000 7,553,000 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 20


(10) Credit Facility On October 31, 2018, we entered into a fullFirst Amended and final warranty settlement with AT&T, the largest customer/distributor of this product line, pursuant to which we issued thirty-six credits to AT&T of $153,000 which AT&T can apply on a monthly basis to purchases of solutions from us, beginning October 2017 through September 2020. As of January 31, 2018, the total present value of these monthly credits is $4,361,000, of which $1,521,000 is included in our current accrued warranty obligations and $2,840,000 is reflected in other liabilities (non-current) on our Condensed Consolidated Balance Sheet. In connection with this favorable settlement, during the six months ended January 31, 2018, we recorded a benefit to cost of sales of $660,000.


10


COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


(8)    Acquisition-Related Restructuring Plans

Radyne

In connection with our August 1, 2008 acquisition of Radyne, we adopted a restructuring plan for which we recorded $2,713,000 of estimated restructuring costs. Of this amount, $613,000 related to severance for Radyne employees which was paid in fiscal 2009. The remaining estimated amounts relate to facility exit costs and were determined as follows:
 At August 1, 2008
Total non-cancelable lease obligations$12,741,000
Less: Estimated sublease income8,600,000
Total net estimated facility exit costs4,141,000
Less: Interest expense to be accreted2,041,000
Present value of estimated facility exit costs$2,100,000

Our total non-cancelable lease obligations were based on the actual lease term which runs from November 1, 2008 through October 31, 2018. We estimated sublease income based on (i) the terms of a fully executed sublease agreement that expired on October 31, 2015, and (ii) our assessment of future uncertainties relating to the commercial real estate market. Based on our assessment of commercial real estate market conditions, we currently believe that it is not probable that we will be able to sublease the facility for the remaining lease term. As such, in accordance with grandfathered accounting standards that were not incorporated into the FASB’s ASC, we recorded these costs, at fair value, as assumed liabilities as of August 1, 2008, with a corresponding increase to goodwill.

As of January 31, 2018, the amount of the acquisition-related restructuring reserve is as follows:
 Cumulative
Activity Through
January 31, 2018
Present value of estimated facility exit costs at August 1, 2008$2,100,000
Cash payments made(11,393,000)
Cash payments received8,600,000
Accreted interest recorded1,886,000
Liability recorded as of period end as accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet$1,193,000
As of July 31, 2017, the present value of the estimated facility exit costs was $1,941,000. During the six months ended January 31, 2018, we made cash payments of $805,000. Interest accreted for the three and six months ended January 31, 2018 and 2017 was $25,000 and $57,000, respectively, and $51,000 and $107,000, respectively, and is included in interest expense for each respective fiscal period.

Future cash payments associated with our restructuring plan are summarized below:
 As of January 31, 2018
Future lease payments to be made$1,193,000
Interest expense to be accreted in future periods154,000
Total remaining payments$1,347,000

TCS

In connection with our February 23, 2016 acquisition of TCS, we continue to implement a tactical shift in strategy in our Government Solutions segment and have initiated certain cost reduction actions. To date, we have incurred an immaterial amount of severance and retention costs related to our shift in strategy.

11


COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


(9)    SecuredRestated Credit Facility

On February 23, 2016, in connection with our acquisition of TCS, we entered into a $400,000,000 secured credit facility (the "Secured Credit Facility")Agreement with a syndicate of lenders. The SecuredOn November 30, 2022, we refinanced the amount of such debt outstanding by entering into a Second Amended and Restated Credit Agreement (the "Prior Credit Facility"). On November 7, 2023, in connection with the PST Divestiture, we entered into a Third Amended and Restated Credit Agreement (the “Credit Facility”), amending the Prior Credit Facility as amended June 6, 2017 (the "June 2017 Amendment"(collectively, the "Credit Facilities"), compriseswhich provides for a senior secured term loan A facility of $250,000,000 (the "Term Loan Facility") and a secured revolving loan facility of up to $200,000,000 consisting of: (i) a revolving loan facility (the “Revolving Loan Facility”) with an initial borrowing limit of $150,000,000, including a $25,000,000$20,000,000 letter of credit sublimitsublimit; and (ii) a $50,000,000 term loan A (the "Revolving Loan Facility"“Term Loan”) and, together, with. The Credit Facility, which has a maturity date of October 31, 2024 (the “Maturity Date”), was amended to (i) allow us to apply 50%, or $16,239,000, of the Term Loan Facility, matures on February 23, 2021. Theclosing net cash proceeds of these borrowings were primarily usedfrom the PST Divestiture to finance our acquisitionrepay a portion of TCS, including the repayment of certain existing indebtedness of TCS. The Term Loan Facility requires mandatory quarterly repayments. During the six months ended January 31, 2018 and 2017, we repaid $10,354,000 and $4,427,000, respectively, principal amount of borrowings under the Term Loan Facility. Under the Revolving Loan Facility, we had outstanding balances ranging from $41,904,000instead of applying all closing net cash proceeds to $66,804,000 duringrepay a portion of the six months endedTerm Loan. The Credit Facility, as amended, also provides for the following: (i) effective January 31, 2018.

As2024, (a) our borrowing limit under the Revolving Loan Facility reduced to $140,000,000 (with two more reductions of January 31, 2018$5,000,000 each on April 30, 2024 and July 31, 2017, amounts2024, respectively); (b) the Term Loan amortization increased from $1,250,000 to $1,875,000 per quarter, with the remaining balance due upon maturity; (c) the accordion and swingline loan features were both eliminated; (d) the Applicable Rate increased 0.25%; (e) cash in excess of $20,000,000 on the last day of any week is required to repay borrowings under the Revolving Loan Facility; and (f) financial covenants are measured on a monthly basis beginning February 2024. In connection with entering the Credit Facilities, we capitalized $5,941,000 of total financing costs and accounted for the amendments as debt modifications. The amount outstanding under our Secured Credit Facility, net, wereFacilities was as follows:
  January 31, 2018
 July 31, 2017
Term Loan Facility $128,726,000
 139,080,000
Less unamortized deferred financing costs related to Term Loan Facility 4,094,000
 4,763,000
Term Loan Facility, net 124,632,000
 134,317,000
Revolving Loan Facility 66,804,000
 57,405,000
Amount outstanding under Secured Credit Facility, net 191,436,000
 191,722,000
Less current portion of long-term debt 17,211,000
 15,494,000
Non-current portion of long-term debt $174,225,000
 176,228,000

Interest expense, including amortization of January 31, 2024 July 31, 2023 Term Loan $ 29,387,000 $ 48,125,000 Less unamortized deferred financing costs recorded during the three and six months ended January 31, 2018 and 2017 related to the SecuredTerm Loan 817,000 621,000 Term Loan, net 28,570,000 47,504,000 Revolving Loan Facility 139,519,000 116,900,000 Amount outstanding under Credit Facility was $2,350,000 and $4,815,000, respectively, and $2,708,000 and $5,883,000, respectively, and reflects a blended interest rateFacilities, net $ 168,089,000 $ 164,404,000 Less current portion of approximately 5.10% and 5.06% for the three months ended January 31, 2018 and 2017, respectively, and 5.20% and 4.79% for the six months ended January 31, 2018 and 2017, respectively.

long-term debt 168,089,000 4,375,000 Non-current portion of long-term debt $ — $ 160,029,000 At January 31, 2018,2024, we had $2,660,000$481,000 of standby letters of credit outstanding under our Secured Credit Facility as amended, related to our guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit. During the six months ended January 31, 2024, we had outstanding balances under the Credit Facility ranging from $164,323,000 to $196,800,000. As of January 31, 2024, total net deferred financing costs related to the Credit Facility were $3,559,000 and being amortized over the term of our Credit Facility through the Maturity Date. Interest expense related to our Credit Facilities, including amortization of deferred financing costs, recorded during the three months ended January 31, 2024 and 2023 was $5,246,000 and $3,761,000, respectively. Interest expense related to our Credit Facilities including amortization of deferred financing costs, recorded during the six months ended January 31, 2024 and 2023 was $10,157,000 and $6,001,000, respectively. Our blended interest rate approximated 11.34% and 8.80%, respectively, for the three months ended January 31, 2024 and 2023 and 10.94% and 7.40%, respectively, for the six months ended January 31, 2024 and 2023. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 21



TheBorrowings under the Revolving Loan Facility is primarily used for working capital and other general corporate purposes of the Company and its subsidiaries, including the issuance of letters of credit. Borrowings under the Secured Credit Facility, pursuant to terms defined in the Secured Credit Facility, shall be eitherTerm Loan are either: (i) Alternate Base Rate ("ABR") borrowings, which would bear interest from the applicable borrowing date at a rate per annum equal to (x) the greatesthighest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% per annum and (c) the Adjusted LIBO RateTerm SOFR for a one-month tenor in effect on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00% per annum (provided that if the LIBO Rate is less than 1.00%, then the LIBO Rate shall be deemed to be 1.00%), plus (y) the Applicable Rate, or (ii) EurodollarSOFR borrowings, which would bear interest from the applicable borrowing date at a rate per annum equal to (x) the Adjusted LIBO RateTerm SOFR for such interest period (provided that if the LIBO Rate is less than 1.00%, then the LIBO Rate shall be deemed to be 1.00%) plus (y) the Applicable Rate. TheDetermination of the Applicable Rate is determined based on a pricing grid that is dependent upon our leverage ratioLeverage Ratio as of the end of each fiscal quarter.quarter for which consolidated financial statements have been most recently delivered. The Secured Credit Facility contains customary representations, warranties and affirmative covenantscovenants. The Credit Facility also contains customary conditions to drawing the Revolving Loan Facility and customary negative covenants, subject to negotiated exceptions, onincluding but not limited to: (i) liens, (ii) investments, (iii) indebtedness, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, including the disposition of assets by any Loan Party to any Subsidiary that is not a Subsidiary Loan Party, (vi) restricted payments, including stockholder dividends, (vii) distributions, including the repayment of subordinated intercompany and (vii)third party indebtedness, and (viii) certain other restrictive agreements. The Secured Credit Facility also contains certain financial covenants and customary events of default (subject to grace periods, as appropriate), such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control and the failure to observe the negative covenants and other covenants related to the operation of our business.


12


Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


The June 2017 Amendment is expected In addition, under certain circumstances, we may be required to resultenter into amendments to the Credit Facility in increased operating and acquisition flexibility and simplify the calculations of our financial covenants. The June 2017 Amendment resulted in, among other things, that the:

(i)Consolidated EBITDA definition more closely aligns with our Adjusted EBITDA metric by eliminating favorable adjustments to operating income related to settlements of TCS intellectual property matters;

(ii)Leverage Ratio is calculated on a "gross" basis using the quotient of Total Indebtedness (excluding unamortized deferred financing costs) divided by our TTM Consolidated EBITDA. The prior Leverage Ratio was calculated on a "net" basis but did not include a reduction for any cash or cash equivalents above $50,000,000;

(iii)Fixed Charge Coverage Ratio includes a deduction for all cash dividends, regardless of the amount of our cash and cash equivalents and the related allowable Quarterly Dividend Amount, as defined, will now align with our current quarterly dividend target of $0.10 per common share;

(iv)Balloon or final payment of the Term Loan Facility (which is not due until February 23, 2021) was reduced by $22,500,000 through increased borrowings from the Revolving Loan Facility (which does not expire until February 23, 2021); and

(v)Leverage Ratios will be adjusted, in certain conditions, to provide for additional flexibility for us to make acquisitions.
In connection with the June 2017 Amendment, there were no changes to: (i) the committed borrowing capacity; (ii) the maturity date; or (iii) interest rates payable (except that the interest rate pricing grid will now be based on the new Leverage Ratio). Also, the June 2017 Amendment did not result in an extinguishment for accounting purposes (as such term is defined in ASC 470 - "Debt"); instead, the June 2017 Amendment was accounted for as a debt modification. As a result, deferred financing costs (including incremental fees for the June 2017 Amendment) will continue to be amortized over the remaining maturity termany further syndication of the Secured Credit Facility.

As of January 31, 2018,2024, our Secured Leverage Ratio was 2.78x TTM Consolidated EBITDA3.07x trailing twelve months ("TTM") Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"), compared to the maximum allowable Secured Leverage Ratio of 3.35x3.50x TTM Consolidated EBITDA. During the second half of fiscal 2018, the maximum allowable Leverage Ratio will decrease each quarter until reaching 3.00x TTM ConsolidatedAdjusted EBITDA in the fourth quarter of fiscal 2018, with no further reductions thereafter. Our Fixed Charge Coverage Ratio as of January 31, 2018 was 2.09x compared to the minimum required Fixed Charge Coverage Ratio of 1.25x. The Fixed Charge Coverage Ratio will not change2024 and for the remaining term of the Secured Credit Facility,Facility; our Interest Expense Coverage Ratio was 3.34x TTM Adjusted EBITDA, compared to the Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA as amended. Given our expected future business performance, we anticipate maintaining compliance with the termsof January 31, 2024 and financial covenants in our Secured Credit Facility, as amended, for the foreseeable future.

remaining term of the Credit Facility; and our Minimum Liquidity was $39,500,000, compared to the Minimum Liquidity requirement of $25,000,000 as of January 31, 2024 and for the remaining term of the Credit Facility. The obligations under the Secured Credit Facility as amended, are guaranteed by certain of our domestic and foreign subsidiaries (the "Subsidiary Guarantors"“Guarantors”). As collateral security for amounts outstanding under our Securedthe Credit Facility as amended, and the guarantees thereof, we and our Subsidiarythe Guarantors have granted to anthe administrative agent, for the benefit of the lenders, a lien on, and first priority security interest in, substantially all of our tangible and intangible assets.

Capitalized terms used but not defined herein have the meanings set forth for such terms in the Secured Credit Facility, dated as of February 23, 2016, and the First Amendment of the Secured Credit Facility, dated as of June 6, 2017, both of which havehas been documented and filed with the SEC.

(10)    Capital Lease Obligations

We lease certain equipment under capital leases. As The Credit Facility Maturity Date is less than one year out from the balance sheet date and, because as of such date we have not entered into an agreement to extend the Maturity Date or refinance our existing Credit Facility, the outstanding amount of debt is classified as a current liability on our balance sheet as of January 31, 2018 and July 31, 2017, the net book value2024. In anticipation of the leased assets which collateralizeupcoming Maturity Date, we engaged third-party financial advisors to assist us with the refinancing of our existing Credit Facility and/or amending or restructuring our Series B Convertible Preferred Stock, seeking other sources of credit or outside capital lease obligations was $3,815,000 and $5,419,000, respectively,evaluating other capital structure-related alternatives and consisted primarily of machinery and equipment. As of January 31, 2018, our capital lease obligations reflect a blended interest rate of approximately 5.9%. Our capital leases generally contain provisions whereby we can purchase the equipment at the end of the lease for a one dollar buyout. Depreciation of leased assets is included in depreciation expense.

13


mitigating plans. Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)(Unaudited) 22


(Unaudited)


Future minimum payments under capital(11) Leases Our leases historically relate to the leasing of facilities and equipment. In accordance with FASB ASC 842 - "Leases" ("ASC 842"), we determine at inception whether an arrangement is, or contains, a lease obligations consistedand whether the lease should be classified as an operating or a financing lease. At lease commencement, we recognize a right-of-use ("ROU") asset and lease liability based on the present value of the following atfuture lease payments over the estimated lease term. We have elected to not recognize a ROU asset or lease liability for any leases with terms of twelve months or less. Instead, for such short-term leases, we recognize lease expense on a straight-line basis over the lease term. Certain of our leases include options to extend the term of the lease or to terminate the lease early. When it is reasonably certain that we will exercise a renewal option or will not exercise a termination option, we include the impact of exercising or not exercising such option, respectively, in the estimate of the lease term. As our lease agreements do not explicitly state the discount rate implicit in the lease, we use our incremental borrowing rate ("IBR") on the commencement date to calculate the present value of future lease payments. Such IBR represents our estimated rate of interest to borrow on a collateralized basis over a term commensurate with the expected lease term. Some of our leases include payments that are based on the Consumer Price Index ("CPI") or other similar indices. These variable lease payments are included in the calculation of the ROU asset and lease liability using the index as of the lease commencement date. Other variable lease payments, such as common area maintenance, property taxes, and usage-based amounts, are required by ASC 842 to be excluded from the ROU asset and lease liability and expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset would also consider, to the extent applicable, any deferred rent upon adoption, lease pre-payments or initial direct costs of obtaining the lease (e.g., such as commissions). For all classes of leased assets, we elected the practical expedient to not separate lease components (i.e., the actual item being leased, such as the facility or piece of equipment) from non-lease components (i.e., the distinct elements of a contract not related to securing the use of the leased asset, such as common area maintenance and consumable supplies). Certain of our facility lease agreements (which are classified as operating leases) contain rent holidays or rent escalation clauses. For rent holidays and rent escalation clauses during the lease term, we record rental expense on a straight-line basis over the term of the lease. As of January 31, 2018:2024, none of our leases contained a residual value guarantee and covenants included in our lease agreements are customary for the types of facilities and equipment being leased. The components of lease expense are as follows: Three months ended January 31, Six months ended January 31, 2024 2023 2024 2023 Finance lease expense: Amortization of ROU assets $ — 1,000 $ — 4,000 Operating lease expense 2,080,000 2,756,000 4,338,000 5,593,000 Short-term lease expense 65,000 117,000 173,000 218,000 Variable lease expense 916,000 1,011,000 1,945,000 2,098,000 Sublease income (16,000) (16,000) (33,000) (33,000) Total lease expense $ 3,045,000 3,869,000 $ 6,423,000 7,880,000 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 23


Remainder of fiscal 2018$1,061,000
Fiscal 20191,492,000
Fiscal 2020318,000
Fiscal 2021 and beyond
Total minimum lease payments2,871,000
Less: amounts representing interest128,000
Present value of net minimum lease payments2,743,000
Current portion of capital lease obligations1,858,000
Non-current portion of capital lease obligations$885,000

(11)    Income Taxes

On December 22, 2017, H.R.1, also knownAdditional information related to leases is as the Tax Cuts and Jobs Act ("Tax Reform") was enactedfollows: Six months ended January 31, 2024 2023 Cash paid for amounts included in the U.S. Tax Reform significantly lowered the amountmeasurement of our current and future income tax expense primarily due to the reductionlease liabilities: Operating leases - Operating cash outflows $ 4,439,000 $ 5,593,000 Finance leases - Financing cash outflows — 4,000 ROU assets obtained in the U.S. statutory income taxexchange for lease liabilities (non-cash): Operating leases $ 20,000 $ 2,838,000 The following table is a reconciliation of future cash flows relating to operating lease liabilities presented on our Condensed Consolidated Balance Sheet as of January 31, 2024: Remainder of fiscal 2024 $ 4,405,000 Fiscal 2025 8,138,000 Fiscal 2026 6,701,000 Fiscal 2027 4,596,000 Fiscal 2028 3,856,000 Thereafter 18,867,000 Total future undiscounted cash flows 46,563,000 Less: Present value discount 5,348,000 Lease liabilities $ 41,215,000 Weighted-average remaining lease terms (in years) 8.13 Weighted-average discount rate from 35.0% to 21.0%. This provision went into effect on3.47% As of January 1, 2018 and required us to remeasure our deferred tax assets and liabilities. In fiscal 2019 and beyond, Tax Reform will result in the loss of our ability to take the domestic production activities deduction, which has been repealed, and is also likely to result in lower tax deductions for certain executive compensation expenses.

For fiscal 2018,31, 2024, we will be subject to a 35.0% statutory income tax rate with respect to the period August 1, 2017 through December 31, 2017 and a 21.0% statutory income tax rate with respect to the period January 1, 2018 through July 31, 2018, or a blended statutory income tax rate for fiscal 2018 of approximately 27.0%. As such, ourdo not have any material rental commitments that have not already commenced. (12) Income Taxes Our effective tax rate for accounting purposes in fiscal 2018, excluding discrete items, is now expected to approximate 27.75% as compared to our prior estimate of 34.5%. We expect to fully benefit from the lower statutory income tax rate in fiscal 2019 and thereafter.

In connection with Tax Reform, during the three months ended January 31, 2018, we recorded an estimated2024 was (230.6)%, which includes a net discrete tax benefit of $14,018,000,$286,000 primarily related to the remeasurementPST Divestiture. Our effective tax rate for the six months ended January 31, 2024 was (100.8)%, which includes a net discrete tax expense of deferred tax liabilities associated with non-deductible amortization$1,762,000 primarily related to intangible assets. This remeasurement was recorded pursuant to ASC 740 "Income Taxes" and SEC Staff Accounting Bulletin ("SAB") 118, using estimates based on reasonable and supportable assumptions and available information asthe anticipated timing of the reporting date. As such,settlement of contingent consideration related to the PST Divestiture. Upon settlement of the contingent consideration, if any, we would expect to finalize thisan offsetting net discrete tax benefit duringdue to the second halfutilization of fiscal 2018. In addition, it is possiblecapital losses that had been previously subject to a full valuation allowance. Our effective tax rate for the Internal Revenue Service ("IRS") will issue clarifying or interpretive guidancethree months ended January 31, 2023 was 4.4%, which includes a net discrete tax expense of $122,000 primarily related to Tax Reform,the settlement of stock-based awards, partially offset by the finalization of certain tax accounts in connection with the filing of our fiscal 2022 Canadian income tax returns. Our effective tax rate for the six months ended January 31, 2023 was 5.0%, which may ultimately result inincludes a changenominal net discrete tax expense primarily related to the settlement of stock-based awards, partially offset by the deductible portion of CEO transition costs. Excluding discrete items, our effective tax rate for the three and six months ended January 31, 2024 and 2023 was (52.0)% and 11.0%, respectively. For purposes of determining our estimated income tax.annual effective tax rate for fiscal 2024, the estimated gain on the PST Divestiture is considered a significant, unusual or infrequently occurring discrete tax item and is excluded from the computation of our effective tax rate. For purposes of determining our estimated annual effective tax rate for fiscal 2023, CEO transition costs are considered significant, unusual or infrequently occurring discrete tax items and are excluded from the computation of our effective tax rate. The change in rate from 11.0% to (52.0)% is primarily due to changes in expected product and geographic mix. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 24


 

At January 31, 20182024 and July 31, 2017,2023, total unrecognized tax benefits were $9,043,000$9,115,000 and $8,681,000,$9,166,000, respectively, including interest of $147,000$286,000 and $95,000,$210,000, respectively. At January 31, 2018 and July 31, 2017, $2,558,000 and $2,515,000, respectively, of our unrecognized tax benefits were recorded as non-current income taxes payable in our Condensed Consolidated Balance Sheets. The remaining unrecognized tax benefits of $6,485,000 and $6,166,000 at January 31, 2018 and July 31, 2017, respectively, were presented as an offset to the associated non-current deferred tax assets in our Condensed Consolidated Balance Sheets. Of the total unrecognized tax benefits, $8,351,000 and $7,727,000, at January 31, 2018 and July 31, 2017, respectively, net of the reversal of the federal benefit recognized as a deferred tax asset relating to state reserves, excluding interest, would positively impact our effective tax rate, if recognized. Unrecognized tax benefits result from income tax positions taken or expected to be taken on our income tax returns for which a tax benefit has not been recorded in our condensed consolidated financial statements. We believe it is reasonably possible that the gross unrecognized tax benefits could decrease by as much as $610,000 in the next twelve months due to the expiration of a statute of limitations related to federal, state and foreign tax positions. Our policy is to recognize interest and penalties relating to uncertain tax positions in income tax expense.

In November 2017, we received notification from the IRS that it will audit ourU.S. federal income tax returnreturns for fiscal 2016. Our federal income tax return for fiscal 2015 is also2020 through 2022 are subject to potential future IRSInternal Revenue Service ("IRS") audit. None of our state income tax returns prior to fiscal 20132019 are subject to audit. TCS’s federal income tax returns for tax years 2014 and 2015 and the tax period from January 1, 2016 to February 23, 2016 are subject to potential IRS audit. None of TCS’s state income tax returns prior to calendar year 2013 are subject to audit. The results of the IRS tax audit for fiscal 2016, futureFuture tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition.

14


COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


(12)     (13) Stock-Based Compensation Overview In December 2023, our stockholders approved the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the Comtech Telecommunications Corp. Amended and Restated 2000 Stock Based Compensation

Overview

Incentive Plan (the "Prior Plan" and collectively the "Plans"). Under the 2023 Plan, the number of shares of common stock initially available for all awards, other than substitute awards granted in connection with a corporate transaction, will be (i) 1,600,000 shares plus (ii) 69,683 shares of common stock that were available for awards under the Prior Plan, as of the effective date of the 2023 Plan. We issue stock-based awards to certain of our employees and our Board of Directors pursuant to our 2000 Stock Incentivethe 2023 Plan, as amended (the "Plan")and/or restated from time to time and our 2001 Employee Stock Purchase Plan, as amended and/or restated from time to time (the "ESPP"), and recognize related stock-based compensation in our condensed consolidated financial statements. The 2023 Plan provides for the granting to employees and consultants of Comtech (including prospective employees and consultants): (i) incentive and non-qualified stock options, (ii) restricted stock units ("RSUs"), (iii) RSUs with performance measures (which we refer to as "performance shares"), (iv) restricted stock, (v) stock units (reserved for issuance to non-employee directors) and share units (reserved for issuance to employees) (collectively, "share units") and (vi) stock appreciation rights ("SARs"), among other types of awards. Our non-employeenon- employee directors are eligible to receive non-discretionary grants of stock-based awards, subject to certain limitations.

On August 1, 2017, we adopted ASU 2016-09, which amended several aspects of the accounting for and reporting of our share-based payment transactions, including:

Excess tax benefits and shortfalls - ASU 2016-09 requires that all tax effects related to our share-based awards be recognized in the Condensed Consolidated Statement of Operations. ASU 2016-09 also removes the prior requirement to delay recognition of excess tax benefits until it reduces current taxes payable; instead, we are now required to recognize excess tax benefits as discrete items in the interim period in which they occur, subject to normal valuation allowance considerations. As ASU 2016-09 eliminated the concept of accumulated hypothetical tax benefits, excess tax benefits and shortfalls are no longer recognized in stockholders’ equity. As a result, ASU 2016-09 is expected to result in future volatility of our income tax expense (as the future tax effects of share-based awards will be dependent on the price of our common stock at the time of settlement). Additionally, on a prospective basis, excess income tax benefits from the settlement of share-based awards are presented as a cash inflow from operating activities in our Condensed Consolidated Statement of Cash Flows.

Diluted earnings per share - Prior to the adoption of ASU 2016-09, in addition to considering the amount an employee must pay upon assumed exercise of stock-based awards and the amount of stock-based compensation cost attributed to future services and not yet recognized, when calculating our diluted earnings per share, the assumed proceeds also included the amount of excess tax benefits, if any, that would have been credited to additional paid-in capital assuming exercise of in-the-money stock-based awards. Effective with our adoption of ASU 2016-09, excess tax benefits are to be excluded from the calculation on a prospective basis. As a result, the denominator for our diluted calculations could increase in the future as compared to prior calculations.

Forfeitures - As permitted by ASU 2016-09, we elected to continue to estimate forfeitures of share-based awards.

Statutory Tax Withholding Requirements - ASU 2016-09 now allows us, when net settling share-based awards, to withhold an amount up to the employees’ maximum individual tax rate in the relevant jurisdiction, without resulting in liability classification of the award. To qualify, we must have at least some withholding obligation. This aspect of adopting ASU 2016-09 did not have any material impact on us. However, with respect to cash payments that we make to taxing authorities on behalf of employees for such shares withheld, on a retrospective basis, we are required to present such payments as a cash outflow from financing activities in our Condensed Consolidated Statements of Cash Flows (as opposed to operating activities).

As of January 31, 2018,2024, the aggregate number of shares of common stock which may be issued, pursuant to the 2023 Plan and the Prior Plan, may not exceed 10,362,500.13,562,500. Stock options granted may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10.0% of the voting power, no more than five years. We expect to settle all outstanding awards under the Plan and employee purchases under the ESPP with the issuance of new shares of our common stock.

As of January 31, 2018,2024, we had granted stock-based awards pursuant to the PlanPlans representing the right to purchase and/or acquire an aggregate of 8,086,92011,415,102 shares (net of 3,840,5185,914,873 expired and canceled awards), of which an aggregate of 5,310,7229,163,888 have been exercised or settled.


15


COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


As of January 31, 2018,2024, the following stock-based awards, by award type, were outstanding:
Stock options1,805,485
Performance shares277,881
RSUs and restricted stock425,226
Share units267,606
Total2,776,198

January 31, 2024 Stock options 224,580 Performance shares 827,802 RSUs, restricted stock, share units and other stock-based awards 1,198,832 Total 2,251,214 Our ESPP provides for the issuance of up to 800,0001,300,000 shares of our common stock. Our ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85% of fair market value aton the datefirst or last day of issuance.each calendar quarter, whichever is lower. Through January 31, 2018,2024, we have cumulatively issued 722,9611,022,623 shares of our common stock to participating employees in connection with our ESPP. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 25



Stock-based compensation for awards issued is reflected in the following line items in our Condensed Consolidated Statements of Operations:
  Three months ended January 31, Six months ended January 31,
  2018 2017 2018 2017
Cost of sales $51,000
 58,000
 91,000
 106,000
Selling, general and administrative expenses 954,000
 878,000
 1,608,000
 1,729,000
Research and development expenses 75,000
 83,000
 128,000
 154,000
Stock-based compensation expense before income tax benefit 1,080,000
 1,019,000
 1,827,000
 1,989,000
Estimated income tax benefit (234,000) (361,000) (494,000) (702,000)
Net stock-based compensation expense $846,000
 658,000
 1,333,000
 1,287,000

Three months ended January 31, Six months ended January 31, 2024 2023 2024 2023 Cost of sales $ 131,000 153,000 $ 413,000 311,000 Selling, general and administrative expenses 1,991,000 1,015,000 4,167,000 1,663,000 Research and development expenses 67,000 100,000 254,000 198,000 Stock-based compensation expense before CEO transition costs 2,189,000 1,268,000 4,834,000 2,172,000 CEO transition costs related to equity- classified stock-based awards — — — 3,764,000 Total stock-based compensation expense before income tax benefit 2,189,000 1,268,000 4,834,000 5,936,000 Estimated income tax benefit (484,000) (293,000) (1,068,000) (786,000) Net stock-based compensation expense $ 1,705,000 975,000 $ 3,766,000 5,150,000 Stock-based compensation for equity-classified awards is measured at the date of grant, based on an estimate of the fair value of the award and is generally expensed over the vesting period of the award. At January 31, 2018,2024, unrecognized stock-based compensation of $9,015,000,$11,864,000, net of estimated forfeitures of $902,000,$723,000, is expected to be recognized over a weighted average period of 3.02.2 years. Total stock-based compensation capitalized and included in ending inventory at both January 31, 20182024 and July 31, 20172023 was $12,000. There are no liability-classified stock-based awards outstanding as of January 31, 2018 or July 31, 2017.

$198,000. Stock-based compensation expense, (benefit), by award type, is summarized as follows:
  Three months ended January 31, Six months ended January 31,
  2018 2017 2018 2017
Stock options $268,000
 386,000
 536,000
 632,000
Performance shares 371,000
 372,000
 483,000
 866,000
RSUs and restricted stock 390,000
 224,000
 774,000
 412,000
ESPP 51,000
 37,000
 96,000
 79,000
Share units 
 
 (62,000) 
Stock-based compensation expense before income tax benefit 1,080,000
 1,019,000
 1,827,000
 1,989,000
Estimated income tax benefit (234,000) (361,000) (494,000) (702,000)
Net stock-based compensation expense $846,000
 658,000
 1,333,000
 1,287,000

Three months ended January 31, Six months ended January 31, 2024 2023 2024 2023 Stock options $ 12,000 19,000 $ 31,000 44,000 Performance shares 585,000 281,000 942,000 355,000 RSUs, restricted stock and share units 1,566,000 937,000 3,810,000 1,711,000 ESPP 26,000 31,000 51,000 62,000 Stock-based compensation expense before CEO transition costs 2,189,000 1,268,000 4,834,000 2,172,000 CEO transition costs related to equity- classified stock-based awards — — — 3,764,000 Total stock-based compensation expense before income tax benefit 2,189,000 1,268,000 4,834,000 5,936,000 Estimated income tax benefit (484,000) (293,000) (1,068,000) (786,000) Net stock-based compensation expense $ 1,705,000 975,000 $ 3,766,000 5,150,000 ESPP stock-based compensation expense primarily relates to the 15% discount offered to participants in the ESPP.

During the six months ended January 31, 2018, we recorded a $62,000 net benefit which primarily represents the recoupment of certain share units.


16


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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


The estimated income tax benefit as shown in the above table was computed using income tax rates expected to apply when the awards are settled. Such deferred tax asset was recorded net as part of our non-current deferred tax liability inon our Condensed Consolidated Balance SheetSheets as of January 31, 20182024 and July 31, 2017.2023. The actual income tax benefit recognized for tax reporting is based on the fair market value of our common stock at the time of settlement and can significantly differ from the estimated income tax benefit recorded for financial reporting. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 26



Stock Options
The following table summarizes the Plan's activity during the six months endedactivity: Awards (in Shares) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at July 31, 2023 240,510 23.96 Expired/canceled (6,250) 24.31 Outstanding at October 31, 2023 234,260 $ 23.95 Expired/canceled (9,680) 24.25 Outstanding at January 31, 2018:
  
Awards
(in Shares)
 
Weighted Average
Exercise Price
 
Weighted Average
Remaining Contractual
Term (Years)
 
Aggregate
Intrinsic Value
Outstanding at July 31, 2017 1,855,875
 $28.60
    
Expired/canceled (41,040) 28.97
    
Outstanding at October 31, 2017 1,814,835
 28.59
    
Expired/canceled (9,350) 29.02
    
Outstanding at January 31, 2018 1,805,485
 $28.59
 5.06 $11,000
         
Exercisable at January 31, 2018 1,366,876
 $28.61
 4.55 $4,000
         
Vested and expected to vest at January 31, 2018 1,755,904
 $28.58
 5.01 $10,000

2024 224,580 $ 23.93 3.58 $ — Exercisable at January 31, 2024 201,880 $ 24.61 3.27 $ — Vested and expected to vest at January 31, 2024 223,916 $ 23.95 3.57 $ — Stock options outstanding as of January 31, 20182024 have exercise prices ranging from $20.90 to$17.88 - $33.94, representing the fair market value of our common stock on the date of grant, a contractual term of five or ten years and a vesting period of three or five years. There were no stock options granted or exercised during the six months ended January 31, 2018 and 2017. As there were no exercises during the six months ended January 31, 2018 and 2017, there were no net settlements of stock options or the related issuance of common stock during the respective periods.

Performance Shares, RSUs, Restricted Stock Share Units and Share UnitOther Stock-based Awards
The following table summarizes the Plan's activity relating to performance shares, RSUs, restricted stock, share units and share units:
  
Awards
(in Shares)
 
Weighted Average
Grant Date
Fair Value
 
Aggregate
Intrinsic Value
Outstanding at July 31, 2017 830,197
 $16.95
  
Granted 307,194
 18.25
  
Settled (100,321) 20.67
  
Forfeited (61,520) 18.88
  
Outstanding at October 31, 2017 975,550
 16.86
  
Settled (526) 11.40
  
Forfeited (4,311) 15.26
  
Outstanding at January 31, 2018 970,713
 $16.86
 $20,997,000
       
Vested at January 31, 2018 309,853
 $17.55
 $6,702,000
       
Vested and expected to vest at January 31, 2018 932,413
 $16.88
 $20,168,000

other stock-based awards: Awards (in Shares) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding at July 31, 2023 1,876,230 $ 13.21 Granted 913,908 9.93 Settled (296,198) 16.03 Canceled/Forfeited (41,814) 15.80 Outstanding at October 31, 2023 2,452,126 11.60 Settled (383,565) 10.64 Canceled/Forfeited (41,927) 12.78 Outstanding at January 31, 2024 2,026,634 $ 11.76 $ 12,828,592 Vested at January 31, 2024 452,444 $ 14.98 $ 2,863,969 Vested and expected to vest at January 31, 2024 1,960,958 $ 11.79 $ 12,412,866 The total intrinsic value relating to fully-vested awards settled during the three and six months ended January 31, 20182024 was $4,789,000 and 2017 was $11,000 and $208,000,$7,445,000, respectively. The total intrinsic value relating to fully-vested awards settled during the three and six months ended January 31, 20182023 was $195,000 and 2017 was $1,948,000 and $633,000,$2,964,000, respectively.

17


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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



Performance shares granted to employees prior to fiscal 2014 generally vest over a 5.3 year period, beginning on the date of grant once pre-established performance goals were attained, and are convertible into shares of our common stock at the time of vesting, on a one-for-one basis for no cash consideration. The performance shares granted to employees since fiscal 2014 principally vest over a three-year performance period, if pre-established performance goals are attained, or as specified pursuant to the Plan and related agreements. As of January 31, 2018,2024, the number of outstanding performance shares included in the above table, and the related compensation expense prior to consideration of estimated pre-vesting forfeitures, assume achievement of the pre-established goals at a target level.level, except for our former CEO's, whose achievement was based on maximum performance pursuant to their pre-existing change-in-control agreements. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 27



RSUs and restricted stock granted to non-employee directors haveprior to August 2022 had a vesting period of threefive years and are convertible into shares of our common stock generally at the time of termination, on a one-for-one basis for no cash consideration, or earlier under certain circumstances. Commencing in August 2022, such awards have a vesting period of one year. RSUs granted to employees prior to August 2022 have a vesting period of five years and are convertible into shares of our common stock generally at the time of vesting, on a one-for-one basis for no cash consideration.

Commencing in August 2022, such RSUs have a vesting period of three years. Share units granted prior to July 31, 2017 were vested when issued and are convertible into shares of our common stock, generally at the time of termination, on a one-for-one basis for no cash consideration, or earlier under certain circumstances. Share units granted on or after July 31, 2017 were granted to certain employees in lieu of fiscal 2017 non-equity incentive compensation and are convertible into shares of our common stock on the one-year anniversary of the respective grant date. Cumulatively through January 31, 2018, 14,777 share units granted have been settled.

The fair value of performance shares, RSUs, restricted stock and share units is determined using the closing market price of our common stock on the date of grant, less the present value of any estimated future dividend equivalents such awards are not entitled to receive and an applicable estimated discount for post vestingany post-vesting transfer restrictions. RSUs, performance shares and restricted stock granted since fiscal 2013 are entitled to dividend equivalents, as applicable, unless forfeited before vesting occurs; however, performance shares granted in fiscal 2013 were not entitled to such dividend equivalents until our Board of Directors determined that the pre-established performance goals were met.occurs. Share units granted prior to fiscal 2014 are not entitled to dividend equivalents. Share units granted since fiscal 2014 areand other stock-based awards would be entitled to dividend equivalents while the underlying shares are unissued.

Dividend equivalents are subject to forfeiture, similar to the terms of the underlying stock-based awards, and are payable in cash generally at the time of settlement of the underlying shares into our common stock.award. During the three and six months ended January 31, 2018,2024, we reversed $13,000 and $36,000, respectively, of previously accrued dividend equivalents due to forfeitures and paid out $151,000 and $265,000, respectively. During the three and six months ended January 31, 2023, we accrued $155,000$163,000 and $364,000, respectively, of dividend equivalents (net of forfeitures) and paid out $128,000.$4,000 and $350,000, respectively. Accrued dividend equivalents were recorded as a reduction to retained earnings. As of January 31, 20182024 and July 31, 2017,2023, accrued dividend equivalents were $581,000$390,000 and $554,000,$691,000, respectively.

We recorded $71,000 of income tax expense in our Condensed Consolidated Statements of Operations for With respect to the six months ended January 31, 2018, which represents net income tax shortfalls from theactual settlement of stock-based awards and the reversal of deferred tax assets associated with expired and unexercised stock-based awards. During the six months ended January 31, 2017, netfor income tax shortfalls from similar items totaled $601,000 and, pursuant to prior GAAP, were recorded as a reduction to additional paid-in capital.

(13)    Customer and Geographic Information

Sales by geography and customer type, as a percentage of consolidated net sales, are as follows:

  Three months ended January 31, Six months ended January 31,
  2018 2017 2018 2017
         
U.S. government 31.5% 32.1% 32.0% 33.7%
Domestic 42.0% 35.8% 43.1% 36.3%
Total United States 73.5% 67.9% 75.1% 70.0%
         
International 26.5% 32.1% 24.9% 30.0%
Total 100.0% 100.0% 100.0% 100.0%

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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



Sales to U.S. government customers include sales to the U.S. Department of Defense ("DoD"), intelligence and civilian agencies, as well as sales directly to or through prime contractors.

Domestic sales include sales to commercial customers, as well as to U.S. state and local governments. Included in domestic sales, are sales to Verizon which represented 10.5% and 11.1% of consolidated net sales forreporting, during the three and six months ended January 31, 2018, respectively. Sales to Verizon were less than 10.0%2024, we recorded an income tax benefit of consolidated net sales for$141,000 and income tax expense of $303,000, respectively, and during the three and six months ended January 31, 2017.

International sales for the three months ended January 31, 20182023, we recorded an income tax expense of $182,000 and 2017 (which include sales to U.S. domestic companies for inclusion in products that are sold to international customers) were $35,400,000 and $44,623,000,$545,000, respectively. International sales for the six months ended January 31, 2018 and 2017 (which include sales to U.S. domestic companies for inclusion in products that are sold to international customers) were $63,714,000 and $82,457,000, respectively.

Except for the U.S., no individual country (including sales to U.S. domestic companies for inclusion in products that are sold to a foreign country) represented more than 10% of consolidated net sales for the three and six months ended January 31, 2018 and 2017.

(14) Segment Information

Reportable operating segments are determined based on Comtech’s management approach. The management approach, as defined by FASB ASC 280 "Segment"Segment Reporting" is based on the way that the chief operating decision-maker ("CODM")CODM organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. Our CODM, for purposes of FASB ASC 280, is our Chief Executive OfficerOfficer. Satellite and President.

Our Commercial Solutions segment serves commercial customersSpace Communications is organized into three technology areas: satellite modem technologies and smaller government customers, such as stateamplifier technologies, troposcatter and local governments, that require advanced communications technologies to meet their needs.SATCOM solutions, and space components and antennas. This segment also serves certain large government customers (includingoffers customers: satellite ground station technologies, services and system integration that facilitate the U.S. government) when they have requirements for off-the-shelf commercial equipment. Commercial solutions products includetransmission of voice, video and data over GEO, MEO and LEO satellite earth station communications equipment such as modemsconstellations, including solid-state and traveling wave tube power amplifiers, public safety technologiesmodems, VSAT platforms and frequency converters; satellite communications and tracking antenna systems, including thosehigh precision full motion fixed and mobile X/Y tracking antennas, RF feeds, reflectors and radomes; over-the-horizon microwave equipment that are utilized incan transmit digitized voice, video, and data over distances up to 200 miles using the troposphere and diffraction, including the Comtech COMET™; and procurement and supply chain management of high reliability Electrical, Electronic and Electromechanical ("EEE") parts for satellite, launch vehicle and manned space applications. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 28


Terrestrial and Wireless Networks is organized into three service areas: next generation 911 systems and enterprise technologies such ascall delivery, Solacom call handling solutions, and trusted location and text-messaging platforms.

Our Government Solutionsmessaging solutions. This segment serves large U.S.offers customers: SMS text to 911 services, providing alternate paths for individuals who need to request assistance (via text messaging) a method to reach Public Safety Answering Points ("PSAPs"); next generation 911 solutions, providing emergency call routing, location validation, policy-based routing rules, logging and foreignsecurity functionality; Emergency Services IP Network transport infrastructure for emergency services communications and support of next generation 911 services; call handling applications for PSAPs; wireless emergency alerts solutions for network operators; and software and equipment for location-based and text messaging services for various applications, including for public safety, commercial and government end-users that require mission critical technologies and systems. Government solutions products include command and control technologies (such as mobile satellite transceivers used on the Blue Force Tracking-1 and Blue Force Tracking-2 programs), troposcatter technologies systems (such as digital troposcatter multiplexers, digital over-the-horizon modems, troposcatter systems and frequency converter systems) and RF power and switching technologies products (such as solid-state high-power narrow and broadband amplifiers, enhanced position location reporting system ("EPLRS") amplifier assemblies, identification friend or foe amplifiers and amplifiers used in the counteraction of improvised explosive devices).

services. Our CODM primarily uses a metric that we refer to as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")EBITDA to measure an operating segment’s performance and to make decisions about resources to be allocated. Our Adjusted EBITDA metric doesfor the Satellite and Space Communications and Terrestrial and Wireless Networks segments do not consider allocation of any allocationindirect expenses that are unrelated to the segment's operations, or any of the following: income taxes, interest, (income) and other expense, interest expense,change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, amortization of stock-based compensation, amortization of intangibles, depreciation expense, settlementamortization of intellectual property litigation,cost to fulfill assets, acquisition plan expenses, orrestructuring costs, COVID-19 related costs, strategic emerging technology costs (for next- generation satellite technology), facility exit costs, CEO transition costs, proxy solicitation costs, strategic alternatives analysis expenses and other. These items, while periodically affecting our results, may vary significantly from period to period and may have a disproportionate effect in a given period, thereby affecting the comparability of results. Any amounts shown in the Adjusted EBITDA calculation for our Satellite and Space Communications and Terrestrial and Wireless Networks segments are directly attributable to those segments. Our Adjusted EBITDA is also used by our management in assessing the Company's operating results. Although closely aligned, the Company's definition of Adjusted EBITDA is different than the Consolidated EBITDA (as such term is defined in our Secured Credit Facility, as amended)Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted EBITDA used by other companies and, therefore, may not be comparable to similarly titled measures used by other companies.


19


COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


Operating segment information, along with a reconciliation of segment net income (loss) and consolidated net income (loss) to Adjusted EBITDA is presented in the tables below:

  Three months ended January 31, 2018
  Commercial Solutions Government Solutions Unallocated Total
Net sales $85,824,000
 47,907,000
 
 $133,731,000
Operating income (loss) $8,922,000
 (299,000) (3,740,000) $4,883,000
         
Net income (loss) $8,958,000
 (313,000) 7,116,000
 $15,761,000
     Benefit from income taxes (7,000) 
 (13,342,000) (13,349,000)
     Interest (income) and other expense (58,000) 14,000
 (4,000) (48,000)
     Interest expense 29,000
 
 2,490,000
 2,519,000
     Amortization of stock-based compensation 
 
 1,080,000
 1,080,000
     Amortization of intangibles 4,424,000
 844,000
 
 5,268,000
     Depreciation 2,457,000
 588,000
 272,000
 3,317,000
Adjusted EBITDA $15,803,000
 1,133,000
 (2,388,000) $14,548,000
         
Purchases of property, plant and equipment $1,418,000
 189,000
 121,000
 $1,728,000
Total assets at January 31, 2018 $602,872,000
 178,970,000
 40,809,000
 $822,651,000


  Three months ended January 31, 2017
  Commercial Solutions Government Solutions Unallocated Total
Net sales $82,103,000
 56,925,000
 
 $139,028,000
Operating income $5,864,000
 2,338,000
 4,647,000
 $12,849,000
         
Net income (loss) $5,730,000
 2,362,000
 (1,507,000) $6,585,000
     Provision for income taxes 135,000
 
 3,351,000
 3,486,000
     Interest (income) and other expense (60,000) (23,000) 9,000
 (74,000)
     Interest expense 59,000
 (1,000) 2,794,000
 2,852,000
     Amortization of stock-based compensation 
 
 1,019,000
 1,019,000
     Amortization of intangibles 4,413,000
 1,619,000
 
 6,032,000
     Depreciation 2,429,000
 752,000
 387,000
 3,568,000
     Settlement of intellectual property litigation 
 
 (9,979,000) (9,979,000)
Adjusted EBITDA $12,706,000
 4,709,000
 (3,926,000) $13,489,000
         
Purchases of property, plant and equipment $1,652,000
 413,000
 7,000
 $2,072,000
Total assets at January 31, 2017 $620,147,000
 197,035,000
 66,326,000
 $883,508,000




20


COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)(Unaudited) 29


Three months ended January 31, 2023 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 80,407,000 53,318,000 — $ 133,725,000 Operating income (loss) $ 3,327,000 3,312,000 (7,420,000) $ (781,000) Net income (loss) $ 3,123,000 3,563,000 (11,491,000) $ (4,805,000) (Benefit from) provision for income taxes (422,000) (116,000) 316,000 (222,000) Interest expense 29,000 — 3,762,000 3,791,000 Interest (income) and other 597,000 (135,000) (7,000) 455,000 Amortization of stock-based compensation — — 1,268,000 1,268,000 Amortization of intangibles 1,828,000 3,521,000 — 5,349,000 Depreciation 1,010,000 1,921,000 36,000 2,967,000 Amortization of cost to fulfill assets 240,000 — — 240,000 Restructuring costs 1,089,000 — 454,000 1,543,000 Strategic emerging technology costs 738,000 — — 738,000 Adjusted EBITDA $ 8,232,000 8,754,000 (5,662,000) $ 11,324,000 Purchases of property, plant and equipment $ 119,000 2,414,000 164,000 $ 2,697,000 Total assets at January 31, 2023 $ 486,426,000 471,358,000 25,888,000 $ 983,672,000 Six months ended January 31, 2024 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 180,991,000 105,145,000 — $ 286,136,000 Operating income (loss) $ 11,960,000 12,174,000 (19,075,000) $ 5,059,000 Net income (loss) $ 8,844,000 11,745,000 (32,584,000) $ (11,995,000) Provision for income taxes 536,000 422,000 5,062,000 6,020,000 Interest expense 1,775,000 — 8,422,000 10,197,000 Interest (income) and other 805,000 7,000 25,000 837,000 Amortization of stock-based compensation — — 4,834,000 4,834,000 Amortization of intangibles 3,343,000 7,234,000 — 10,577,000 Depreciation 1,818,000 3,948,000 186,000 5,952,000 Amortization of cost to fulfill assets 480,000 — — 480,000 Restructuring costs 2,244,000 8,000 4,190,000 6,442,000 Strategic emerging technology costs 2,348,000 — — 2,348,000 Gain on business divestiture, net — — (2,213,000) (2,213,000) Adjusted EBITDA $ 22,193,000 $ 23,364,000 $ (12,078,000) $ 33,479,000 Purchases of property, plant and equipment $ 2,627,000 4,021,000 841,000 $ 7,489,000 Total assets at January 31, 2024 $ 480,008,000 461,246,000 55,501,000 $ 996,755,000 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 30




  Six months ended January 31, 2018
  Commercial Solutions Government Solutions Unallocated Total
Net sales $161,938,000
 93,362,000
 
 $255,300,000
Operating income (loss) $13,714,000
 (940,000) (7,669,000) $5,105,000
         
Net income (loss) $13,660,000
 (955,000) 1,396,000
 $14,101,000
     Benefit from income taxes (1,000) 
 (14,093,000) (14,094,000)
     Interest (income) and other expense (10,000) 12,000
 (11,000) (9,000)
     Interest expense 65,000
 3,000
 5,039,000
 5,107,000
     Amortization of stock-based compensation 
 
 1,827,000
 1,827,000
     Amortization of intangibles 8,849,000
 1,688,000
 
 10,537,000
     Depreciation 4,900,000
 1,204,000
 559,000
 6,663,000
Adjusted EBITDA $27,463,000
 1,952,000
 (5,283,000) $24,132,000
         
Purchases of property, plant and equipment $2,377,000
 282,000
 177,000
 $2,836,000
Total assets at January 31, 2018 $602,872,000
 178,970,000
 40,809,000
 $822,651,000

 Six months ended January 31, 2017
  Commercial Solutions Government Solutions Unallocated Total
Net sales $158,281,000
 116,533,000
 
 $274,814,000
Operating income (loss) $8,962,000
 4,838,000
 (1,679,000) $12,121,000
         
Net income (loss) $8,743,000
 4,865,000
 (9,512,000) $4,096,000
     Provision for income taxes 158,000
 
 1,766,000
 1,924,000
     Interest (income) and other expense (62,000) (26,000) 12,000
 (76,000)
     Interest expense 123,000
 (1,000) 6,055,000
 6,177,000
     Amortization of stock-based compensation 
 
 1,989,000
 1,989,000
     Amortization of intangibles 8,849,000
 3,238,000
 
 12,087,000
     Depreciation 5,016,000
 1,503,000
 798,000
 7,317,000
     Settlement of intellectual property litigation 
 
 (9,979,000) (9,979,000)
Adjusted EBITDA $22,827,000
 9,579,000
 (8,871,000) $23,535,000
         
Purchases of property, plant and equipment $3,647,000
 423,000
 77,000
 $4,147,000
Total assets at January 31, 2017 $620,147,000
 197,035,000
 66,326,000
 $883,508,000

Six months ended January 31, 2023 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 161,280,000 103,584,000 — $ 264,864,000 Operating income (loss) $ 8,343,000 4,056,000 (22,904,000) $ (10,505,000) Net income (loss) $ 8,938,000 4,168,000 (29,007,000) $ (15,901,000) (Benefit from) provision for income taxes (644,000) (281,000) 95,000 (830,000) Interest expense 27,000 — 5,999,000 6,026,000 Interest (income) and other 22,000 169,000 9,000 200,000 Amortization of stock-based compensation — — 2,172,000 2,172,000 Amortization of intangibles 3,656,000 7,042,000 — 10,698,000 Depreciation 2,030,000 3,658,000 77,000 5,765,000 Amortization of cost to fulfill assets 480,000 — — 480,000 Restructuring costs 2,145,000 — 723,000 2,868,000 Strategic emerging technology costs 1,484,000 — — 1,484,000 CEO transition costs — — 9,090,000 9,090,000 Adjusted EBITDA $ 18,138,000 14,756,000 (10,842,000) $ 22,052,000 Purchases of property, plant and equipment $ 4,554,000 4,956,000 408,000 $ 9,918,000 Total assets at January 31, 2023 $ 486,426,000 471,358,000 25,888,000 $ 983,672,000 Unallocated expenses result from corporate expenses such as executive compensation, accounting, legal and other regulatory compliance related costs and also includes all of our amortization of stock-based compensation. In addition, during fiscal 2017, unallocated expenses also reflect the favorable adjustments to operating incomeSee Note (1) - "General - CEO Transition Related" for information related to the settlement of certain legacy TCS intellectual property matters.

Interest expense forsuch costs. During the three and six months ended January 31, 20182024, our Unallocated segment incurred $1,271,000 and 2017 includes $2,350,000$4,190,000, respectively, of restructuring costs focused on streamlining our operations and $4,815,000, respectively,legal and $2,708,000 and $5,883,000, respectively,other expenses primarily related to the PST Divestiture. During the three and six months ended January 31, 2023, our SecuredUnallocated segment incurred $454,000 and $723,000, respectively, of restructuring costs focused on streamlining our operations. In addition, during the three and six months ended January 31, 2024, we recorded an estimated gain of $2,213,000 related to the PST Divestiture. During the three and six months ended January 31, 2024, our Satellite and Space Communications segment recorded $1,454,000 and $2,244,000, respectively, of restructuring costs primarily incurred to streamline our operations and improve efficiency, including costs related to the relocation of certain of our satellite ground station production facilities to our new 146,000 square foot facility in Chandler, Arizona. Similar restructuring costs of $1,089,000 and $2,145,000 were incurred during the three and six months ended January 31, 2023, respectively. In addition, during the three and six months ended January 31, 2024, we incurred $978,000 and $2,348,000 of strategic emerging technology costs for next-generation satellite technology to advance our solutions offerings to be used with new broadband satellite constellations. Similar strategic emerging technology costs of $738,000 and $1,484,000 were incurred during the three and six months ended January 31, 2023, respectively. Interest expense in the tables above primarily relates to our Credit Facility, as amended, and includes the amortization of deferred financing costs. See Note (9)(10) - "Secured Credit"Credit Facility" for further discussion of such debt.


21


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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


discussion. Intersegment sales for both the three months ended January 31, 2018 and 2017 by the Commercial Solutions segment to the Government Solutions segment were $2,328,000 and $3,059,000, respectively. Intersegment sales for the six months ended January 31, 20182024 and 2017 by2023 between the Commercial SolutionsSatellite and Space Communications segment toand the Government SolutionsTerrestrial and Wireless Networks segment were $4,949,000 and $6,485,000, respectively. There were nominal sales by the Government Solutions segment to the Commercial Solutions segment for these periods.nominal. All intersegment sales are eliminated in consolidation and are excluded from the tables above.

Unallocated assets at January 31, 20182024 consist principally of cash and cash equivalents, income taxes receivable, corporate property, plant and equipment, operating lease right of use assets and deferred financing costs. Substantially allThe large majority of our long-lived assets are located in the U.S. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 31



(15) Goodwill

The following table represents goodwill by reportable operating segment as of January 31, 20182024 and July 31, 2017:
  Commercial Solutions Government Solutions Total
Goodwill $231,440,000
 $59,193,000
 $290,633,000
       

2023. Satellite and Space Communications Terrestrial and Wireless Networks Total Balance as of July 31, 2023 $ 173,602,000 174,090,000 $ 347,692,000 PST Divestiture (14,587,000) — (14,587,000) Balance as of January 31, 2024 $ 159,015,000 174,090,000 $ 333,105,000 In accordance with FASB ASC 350,"Intangibles - Goodwill and Other," we perform a goodwill impairment analysis at least annually (in the first quarter of each fiscal year), unless indicators of impairment exist in interim periods. If we fail the quantitative assessment of goodwill impairment ("quantitative assessment"), pursuant to our adoption of FASB ASU No. 2017-04 in fiscal 2017, we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

On August 1, 20172023 (the first day of our fiscal 2018)2024), we performed our annual quantitative assessment using market participant assumptions to determine if the fair value of each of our reporting units with goodwill exceeded its carrying value. In making this assessment, we considered, among other things, expectations of projected net sales and cash flows, assumptions impacting the weighted average cost of capital, trends in trading multiples of comparable companies, changes in our stock price and changes in the carrying values of our reporting units with goodwill. We also considered overall business conditions.

In performing the quantitative assessment, we estimated the fair value of each of our reporting units using a combination of the income and market approaches. The income approach, also known as the discounted cash flow ("DCF") method, utilizes the present value of cash flows to estimate fair value. The future cash flows for our reporting units were projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). For purposes of conducting our impairment analysis, we assumed revenue growth rates and cash flow projections that are below our actual long-term expectations. The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period, and reflectedwhich reflects our estimate of stable, perpetual growth. We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. Finally, we compared our estimates of fair values to our August 1, 2017 total public market capitalization and assessed implied control premiums based on our common stock price of $18.47$10.09 as of August 1, 2017.


22


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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


Basedthe date of testing. Ultimately, based on our quantitative evaluation,evaluations, we determined that our Commercial SolutionsSatellite and Government SolutionsSpace Communications and Terrestrial and Wireless Networks reporting units had estimated fair values in excess of their carrying values of at least 17.8%18.3% and 52.9%8.9%, respectively, and concluded that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment. However, in orderIndex COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 32


During the first quarter of fiscal 2024, we determined that the PST Disposal Group met the criteria to sensitize ourbe classified as held for sale. Because the PST Disposal Group represented the disposal of a portion of the Satellite and Space Communications reporting unit, we assigned $14,587,000 of goodwill impairment test,to the PST Disposal Group on a relative fair value basis. For purposes of allocating goodwill to the PST Disposal Group, we performeddetermined the fair value of the PST Disposal Group based on the consideration received from the sale transaction, and the fair value of the retained businesses of the Satellite and Space Communications reporting unit based on a second analysis using onlycombination of the income approach and concluded that neither reporting units'market approaches. In conjunction with the relative fair value allocation, we tested goodwill was impaired or at risk of failingassigned to the quantitative assessment. It is possible that, during fiscal 2018 or beyond, business conditions (both in the U.S. and internationally) could deteriorate from the current state, our current or prospective customers could materially postpone, reduce or even forgo purchases of our products and services to a greater extent than we currently anticipate, or our common stock price could decline. A significant decline in our customers' spending that is greater than we anticipate or a shift in funding priorities may also have a negative effect on future orders, sales, income and cash flows and we might be required to perform a quantitative assessment during fiscal 2018 or beyond. If assumed net sales and cash flow projections are not achieved in future periods or our common stock price significantly declines from current levels, our Commercial Solutions and Government Solutions reporting units could be at risk of failing the quantitative assessmentPST Disposal Group and goodwill assigned to the respectiveretained businesses of the Satellite and Space Communications reporting unit for impairment and concluded that no goodwill impairment existed at the time the held for sale criteria were met. As discussed further in Note (2) - "Business Divestiture," we completed the PST Divestiture in the second quarter of fiscal 2024 and reduced goodwill by $14,587,000 as part of determining the estimated gain on business divestiture, net. During the second quarter of fiscal 2024, net sales, primarily in our Satellite and Space Communications segment, reflect delays in the timing of our receipt of and performance on orders, principally as a result of our current financial condition, including uncertainties relating to our capital structure giving rise to our going concern disclosures in early December 2023, which we believe temporarily slowed down our receipt of orders from customers, as well as components from suppliers. As a consequence of the uncertainties relating to our capital structure, we experienced a decline in our common stock price of approximately 48% as of January 31, 2024, as compared to October 31, 2023. As a result, we evaluated the qualitative factors associated with the recovery of our goodwill for each of our reporting units couldas of January 31, 2024 to determine whether it is more likely than not that the fair value of the net assets in each of our reporting units, which were last measured as of August 1, 2023, is less than their carrying amount as a basis for determining whether it was necessary to perform an interim quantitative goodwill impairment test. Based on our evaluation, we concluded no interim impairment test was required. In addition, as disclosed in Note 1, we have engaged a third-party financial advisor to assist us with, among other things, discussions and negotiations with our existing lenders, as well as to seek other sources of credit and outside capital. While we believe we will be impaired. Any impairment charges that we may recordable to successfully stabilize our capital structure in the future, a sustained significant decline in our actual operating performance, as compared to our forecast, and/or a sustained decline in our common stock price, may require us to perform an interim quantitative goodwill impairment test, which may result in an impairment of the goodwill assigned to one or both of our reporting units by an amount that could be material if we conclude our forecasted operating results will be adversely impacted for the foreseeable future until the uncertainties relating to our results of operation and financial condition.

capital structure are resolved. In any event, we are required to perform theour next annual goodwill impairment analysis on August 1, 20182024 (the start of our fiscal 2019)2025). If our assumptions and related estimates change in the future, or if we change our reporting unit structure or other events and circumstances change (e.g., a sustained decrease in the price of our common stock (considered on both absolute terms and relative to peers)), we may be required to record impairment charges when we perform these tests, or in other future periods. Any impairment charges that we may record in the future could be material to our results of operations and financial condition. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 33



(16) Intangible Assets

Intangible assets with finite lives are as follows:
  As of January 31, 2018
  
Weighted Average
Amortization Period
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Customer relationships 20.3 $249,831,000
 48,636,000
 $201,195,000
Technologies 12.3 82,370,000
 51,504,000
 30,866,000
Trademarks and other 16.4 28,894,000
 9,621,000
 19,273,000
Total   $361,095,000
 109,761,000
 $251,334,000

  As of July 31, 2017
  
Weighted Average
Amortization Period
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Customer relationships 20.3 $249,831,000
 41,923,000
 $207,908,000
Technologies 12.3 82,370,000
 48,623,000
 33,747,000
Trademarks and other 16.4 28,894,000
 8,678,000
 20,216,000
Total   $361,095,000
 99,224,000
 $261,871,000

January 31, 2024 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 20.2 $ 302,058,000 129,121,000 $ 172,937,000 Technologies 14.8 113,149,000 80,996,000 32,153,000 Trademarks and other 16.7 32,926,000 22,686,000 10,240,000 Total $ 448,133,000 232,803,000 $ 215,330,000 July 31, 2023 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 20.2 $ 302,058,000 121,786,000 $ 180,272,000 Technologies 14.8 114,949,000 80,672,000 34,277,000 Trademarks and other 16.7 32,926,000 21,568,000 11,358,000 Total $ 449,933,000 224,026,000 $ 225,907,000 The weighted average amortization period in the above table excludes fully amortized intangible assets.

Amortization expense for the three and six months ended January 31, 20182024 was $5,288,000 and 2017 was $5,268,000 and $6,032,000,$10,577,000, respectively. Amortization expense for the three and six months ended January 31, 20182023 $5,349,000 and 2017 was $10,537,000 and $12,087,000,$10,698,000, respectively.


23


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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)


The estimated amortization expense consists of the following for the fiscal years ending July 31,:
2018$21,075,000
201917,155,000
202017,155,000
202116,196,000
202214,955,000

31: 2024 $ 21,154,000 2025 21,039,000 2026 19,888,000 2027 18,534,000 2028 18,534,000 We review net intangible assets with finite lives for impairment when an event occurs indicating the potential for impairment. No such event has occurred during the six months ended January 31, 2018. WeBased on our last assessment, we believe that the carrying values of our net intangible assets were recoverable as of January 31, 2018.2024. However, if business conditions deteriorate, we may be required to record impairment losses, and/or increase the amortization of intangibles in the future. Any impairment charges that we may record in the future could be material to our results of operationoperations and financial condition.

(17) Stockholders’ Equity

SaleConvertible Preferred Stock On October 18, 2021, we entered into a Subscription Agreement (the “Subscription Agreement”) with certain affiliates and related funds of Common Stock
In June 2016,White Hat Capital Partners LP and Magnetar Capital LLC (collectively, the Company sold 7,145,000“Investors”), relating to the issuance and sale of up to 125,000 shares of itsour Series A Convertible Preferred Stock, par value $0.10 per share (the “Series A Convertible Preferred Stock”), for an aggregate purchase price of up to $125,000,000, or $1,000 per share. On October 19, 2021, pursuant to the terms of the Subscription Agreement, the Investors purchased an aggregate of 100,000 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $100,000,000. White Hat Capital Partners LP is affiliated with Mark Quinlan, who serves as Chairman of our Board of Directors. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 34


On December 13, 2023, we and the Investors agreed to change certain terms of the Series A Convertible Preferred Stock, effected through an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Investors exchanged (the “Series A Exchange”) all 100,000 shares of Series A Convertible Preferred Stock outstanding for 100,000 shares of our newly issued Series A-1 Convertible Preferred Stock, par value $0.10 per share (the “Series A-1 Convertible Preferred Stock”), with an initial liquidation preference of $1,134.20 per share. As a result of the Series A Exchange, no shares of Series A Convertible Preferred Stock remain outstanding. On January 22, 2024, we entered into a Subscription and Exchange Agreement (the “Subscription and Exchange Agreement”) with the Investors, relating to: (i) the issuance and sale of 45,000 shares of Series B Convertible Preferred Stock, par value $0.10 per share (the “Series B Convertible Preferred Stock”), for an aggregate purchase price of $45,000,000, or $1,000 per share (the “Primary Issuance”), (ii) the exchange of 100,000 shares of our Series A-1 Convertible Preferred Stock for 115,721.22 shares of Series B Convertible Preferred Stock (the “Series B Exchange”) and (iii) the issuance to the Investors of 5,400 shares of Series B Convertible Preferred Stock in lieu of cash for certain expense reimbursements (the “Additional Issuance” and, together with the Primary Issuance and the Series B Exchange, the “Series B Issuance”). As a result of the Series B Exchange, no shares of Series A-1 Convertible Preferred Stock remain outstanding. We received $43,200,000 of cash proceeds from the Primary Issuance, net of $1,800,000 for certain expense reimbursements. The Series B Convertible Preferred Stock ranks senior to the shares of our common stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. The Series B Convertible Preferred Stock has an initial liquidation preference of $1,000 per share with each share entitled to a cumulative dividend (the “Dividend”) at the rate of 9.00% per annum, compounding quarterly, paid-in-kind, or 7.75% per annum, compounding quarterly, paid in cash, at our election, or 6.50% per annum, in respect of any shares of Series B Convertible Preferred Stock that remain outstanding following the redemption of at least fifty percent (50%) of the Series B Preferred Stock pursuant to the exercise of an asset sale put right and/or an asset sale call right as described below. For any quarter in which we elect not to pay the Dividend in cash, such Dividend becomes part of the liquidation preference of the Series B Convertible Preferred Stock. In addition, no dividend or other distribution on our common stock will be declared or paid on our common stock unless, at the time of such declaration and payment, an equivalent dividend or distribution is declared and paid on the Series B Convertible Preferred Stock (the “Participating Dividend”), provided that in the case of any such dividend in the form of cash, in lieu of a cash payment, such Participating Dividend will become part of the liquidation preference of the Series B Convertible Preferred Stock. Such Participating Dividend results in the Series B Convertible Preferred Stock meeting the definition of a "participating security" for purposes of our earnings per share calculations. The shares of Series B Convertible Preferred Stock are convertible into shares of common stock at the option of the holder thereof at any time. At any time after July 22, 2027, we have the right to mandate conversion of the Series B Convertible Preferred Stock, subject to certain restrictions based on the price of our common stock in the preceding thirty (30) trading days. The conversion price for the Series B Convertible Preferred Stock is $7.99, subject to certain adjustments set forth in the certificate of designations governing the Series B Convertible Preferred Stock (the "Series B Certificate of Designations"). Holders of the Series B Convertible Preferred Stock are entitled to vote with the holders of our common stock on an as-converted basis, and are entitled to a public offering atseparate class vote with respect to, among other things, amendments to our organizational documents that have an adverse effect on the Series B Convertible Preferred Stock, authorizations or issuances of securities of the Company (other than the issuance of up $50,000,000 of shares of common stock), the payment of dividends, related party transactions, repurchases or redemptions of securities of the Company, dispositions of businesses or assets involving consideration having a pricefair value in excess of $75,000,000, the incurrence of certain indebtedness and certain amendments or extensions of our Credit Facility on terms and conditions that, taken as a whole, (A) are materially different from the existing Credit Facility or (B) adversely affect our ability to perform our obligations in connection with an optional repurchase of the Series B Convertible Preferred Stock, in each case, subject to the publicexceptions and qualifications set forth in the Series B Certificate of $14.00 per share, resultingDesignations. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 35


Holders have the right to require us to repurchase their Series B Convertible Preferred Stock (at 1.0x the liquidation preference, plus accrued and unpaid dividends) on a date occurring either: (a) on or after October 31, 2028 or (b) upon the consummation of an asset sale meeting certain criteria. We have the right to repurchase all, or less than all, of the Series B Convertible Preferred Stock upon the consummation of an asset sale meeting the same criteria, other than an asset sale that would result in proceedsa change of control. In addition, each holder will have the right to cause us to repurchase its Series B Convertible Preferred Stock in connection with a change of control at 1.5x (or 1.0x in the case of Series B Convertible Preferred Stock issued in the Additional Issuance) the liquidation preference, plus accrued and unpaid dividends. Any repurchase described above would be subject to the Companyterms set forth in the Series B Certificate of $95,029,000,Designations. Upon a repurchase of the Series B Convertible Preferred Stock occurring as a result of an asset sale described above, we will issue each respective holder a warrant (a “Warrant”). A Warrant will represent the right to acquire our common stock, as further described in the Subscription and Exchange Agreement, for a term of five years and six months from the issuance of such Warrant, at an initial exercise price equal to the conversion price on the date of issuance of such Warrant, subject to certain adjustments. We determined that our obligation to issue a Warrant met the definition of a freestanding financial instrument that should be accounted for as a liability. We established an initial Warrant liability of $6,440,000, which is included in the consideration given to the Investors for purposes of determining the loss on extinguishment of the Series A-1 Convertible Preferred Stock. The Warrant liability is classified in "Other Liabilities" on the Condensed Consolidated Balance Sheets and will be remeasured to its estimated fair value each reporting period, using Level 3 fair value inputs, until the Warrant is exercised or expires. Changes in the estimated fair value of the Warrant will be recognized in our Condensed Consolidated Statement of Operations as a non-cash expense or benefit. We accounted for the Series B Issuance and cancellation of Series A-1 Convertible Preferred Stock as an extinguishment based on a qualitative assessment of the terms of the preferred shares exchanged. We recognized a $13,640,000 loss on extinguishment, representing the aggregate value of the Warrant, the Additional Issuance and certain expense reimbursements. As the Series A-1 Convertible Preferred Stock was classified as temporary equity, the loss on extinguishment was accounted for as a dividend to the holders and charged against retained earnings, and included in net loss attributable to common shareholders. In accordance with ASC 480, "Distinguishing Liabilities from Equity," specifically ASC 480-10-S99-3A(2), SEC Staff Announcement: Classification and Measurement of Redeemable Securities, we classified the Series B Convertible Preferred Stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within our control and we could be required by the holder to redeem the shares for cash or other assets, at their option. Upon the Series B Issuance, the initial redemption value (and estimated fair value) of the Series B Convertible Preferred Stock was $166,121,000, which was recorded at an initial carrying value of $161,848,000, net of underwriting discountsissuance costs of $4,273,000. Also, we adjusted the carrying value of the Series B Convertible Preferred Stock to its current redemption value of $166,495,000, which includes $374,000 of accumulated and commissions. As ofunpaid dividends. During the six months ended January 31, 20182024, the adjustments charged against retained earnings to increase the carrying value of outstanding convertible preferred stock to their respective redemption values totaled $8,157,000, of which $4,647,000 related to the Series B Convertible Preferred Stock and March 7, 2018, an aggregate registered amount of $74,970,000 under$3,510,000 related to the Company's existingSeries A and A-1 Convertible Preferred Stock (while outstanding). (18) Stockholders’ Equity Shelf Registration StatementOn July 13, 2022, we filed a $200,000,000 shelf registration statement with the SEC remains available for the sale of various types of securities, including debt.

Stock Repurchase Program
debt securities. This shelf registration statement was declared effective by the SEC as of July 25, 2022 and expires on July 25, 2025. As of January 31, 2018 and March 7, 2018,the date of this Quarterly Report on Form 10-Q, we were authorized to repurchase up to an additional $8,664,000 of our common stock,have not issued any securities pursuant to our current$200,000,000 shelf registration statement. Common Stock Repurchase Program On September 29, 2020, our Board of Directors authorized a new $100,000,000 stock repurchase program, which replaced our prior program. OurThe new $100,000,000 stock repurchase program has no time restrictions and repurchases may be made from time to time in open-market or privately negotiated transactions, and may be made pursuant to SEC Rule 10b5-1 trading plans.or by other means in accordance with federal securities laws. There were no repurchases made during the six months ended January 31, 20182024 or 2017.

Dividends
Since September 2010, we have paid quarterly dividends pursuant to an annual targeted dividend amount that was established by our Board of Directors. On September 27, 2017 and December 6, 2017, our Board of Directors declared a dividend of $0.10 per common share, which was paid on November 17, 2017 and February 16, 2018, respectively. On March 7, 2018, our Board of Directors declared a dividend of $0.10 per common share, payable on May 18, 2018 to stockholders of record at the close of business on April 18, 2018.

Future dividends remain subject to compliance with financial covenants under our Secured Credit Facility, as amended, as well as Board approval.

(18)    Legal Proceedings and Other Matters

Legacy TCS Intellectual Property Matter - Vehicle IP
In December 2009, Vehicle IP, LLC ("Vehicle IP") filed a patent infringement lawsuit in the U.S. District Court for the District of Delaware (the "District Court"), seeking monetary damages, fees and expenses and other relief from, among others, our customer Verizon Wireless ("Verizon"), based on the VZ Navigator product, and TCS is defending Verizon against Vehicle IP. In 2013, the District Court granted the defendants’ motion for summary judgment on the basis that the products in question did not infringe plaintiff’s patent. Plaintiff appealed that decision and, in 2014, the U.S. Court of Appeals for the Federal Circuit reversed the District Court's claim construction, overturned the District Court's grant of summary judgment of noninfringement, and remanded the case for further proceedings. Fact discovery and expert discovery has closed. Substantive settlement conversations have occurred but, to date, the parties have been unable to reach a settlement. As discussed in Note (7) -"Accrued Expenses and Other Current Liabilities," we have accrued certain legal and settlement costs related to the Vehicle IP matter. The accrued settlement costs related to this matter do not reflect the final amounts we actually may pay, if any.


24


COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)(Unaudited) 36


(Unaudited)


On May 30, 2017,(19) Legal Proceedings and Other Matters Other Matters In the ordinary course of business, we received positive newsinclude indemnification provisions in certain of our customer contracts to indemnify, hold harmless and reimburse such customers for certain losses, including but not limited to losses related to third-party claims of intellectual property infringement arising from the customer’s use of our products or services. We may also, from time to time, receive indemnification requests from customers related to third-party claims that the District Court issued a supplemental claim construction order in our favor. As a result, the plaintiff agreed to file a joint status report to the District Court that requested that the District Court cancel the trial date (which was scheduled for July 2017). On July 28, 2017, the parties entered into a stipulation that the defendants’ accused products911 calls were improperly routed during an emergency. We evaluate such claims as and when they arise. We do not infringe Vehicle IP’s patent under the District Court’s current revised construction of the disputed patent claim termalways agree with customers that they are entitled to indemnification and requested that the District Court therefore enter a judgment of noninfringement. On August 18, 2017, the court enteredin such a judgment of noninfringment. As expected, following the judgment, Vehicle IP filed a notice of appeal on August 29, 2017. Vehicle IP's opening brief on appeal of the District Court's claim construction was submitted in October 2017. TCS’s brief in response was filed on January 19, 2018. An appellate ruling may take a year or so to be issued. If the District Court's current claim construction is ultimately upheld at the appellate level, it is possiblecases reject their claims. Despite maintaining that we have properly carried out our duties, we may seek coverage under our various insurance policies; however, we cannot be sure that we will be able to maintain or obtain insurance coverage at acceptable costs or in sufficient amounts or that our insurer will not havedisclaim coverage as to gosuch claims. Accordingly, pending or future claims asserted against us by a party that we are obligated to trial or pay any monetary damages.

Ongoingindemnify could result in legal expenses associated with defending this mattercosts and its ultimate resolutiondamages that could vary and have a material adverse effect on our consolidated results of operations and financial position or cash flows in future periods.

Other Matters
In October 2014, we disclosed to the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") that we learned during a self-assessment of our export transactions that a shipment of modems sent to a Canadian customer by Comtech EF Data Corp. was incorporated into a communication system, the ultimate end user of which was the Sudan Civil Aviation Authority. The sales value of this equipment was approximately $288,000. At the time of shipment, OFAC regulations prohibited U.S. persons from doing business directly or indirectly with Sudan. In late 2015, OFAC issued an administrative subpoena seeking further information about the disclosed transaction. We have responded to the subpoena, including alerting OFAC to Comtech’s repair of three modems for a customer in Lebanon who may have rerouted the modems from Lebanon to Sudan without the required U.S. licensing authorization. Subsequently, in October 2017, U.S. sanctions with respect to Sudan were revoked. Consistent with the revocation of the Sudan Sanction Regulations ("SSR"), shipments to the Sudan Civil Aviation Authority by U.S. persons are now permissible.

We are not able to predict when OFAC will complete its review, nor whether it will take any enforcement action against us in light of the recent revocation of the SSR. If OFAC determines that we have violated U.S. trade sanctions, civil and criminal penalties could apply, and we may suffer reputational harm. Even though we take precautions to avoid engaging in transactions that may violate U.S. trade sanctions, those measures may not be effective in every instance.

condition. There are certain other pending and threatened legal actions which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to accurately predict, we believe that the outcome of these other pending and threatened actions will not have a material adverse effect on our consolidated financial condition or results of operations. Employment, Change of Control and Indemnification Agreements We previously entered into an employment agreement with our former CEO, generally providing for an annual salary, bonus award, sign-on bonus, equity incentive awards and, under certain terminations of employment, severance payment. We have also entered into employment and/or change of control agreements with certain of our executive officers and certain key employees. All of these agreements may require payments by us, in certain circumstances, including, but not limited to, a change in control of the Company or termination of the employee. (20) Cost Reduction In fiscal 2023, we transformed and integrated our individual businesses into two segments to improve operational performance. This transformation has provided insight into opportunities to manage costs, streamline operations, improve efficiency, and accelerate decision-making by eliminating management layers and other redundancies. In doing so, during fiscal 2023, we recorded $3,872,000 of severance costs in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations, of which $1,989,000, $1,220,000 and $663,000 related to our Satellite and Space Communications, Terrestrial and Wireless Networks and Unallocated segments, respectively. We paid $2,320,000 of severance costs during fiscal 2023 and our severance liability as of July 31, 2023 was $1,552,000. In fiscal 2024, we recorded additional severance costs of $1,155,000 related to the continued transformation and integration of our individual businesses to improve operational performance, in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations, of which a substantial portion was related to our Satellite and Space segment. After fiscal 2024 net payments of $1,961,000, our severance liability as of January 31, 2024 was $746,000. Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 37





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ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this Quarterly Report on Form 10-Q contains, and oral statements made by our representatives from time to time may contain, forward-looking statements. Forward-looking statements can be identified by words such as: "anticipate," "believe," "continue," "could," "estimate," "expect," "future," "goal," "outlook," "intend," "likely," "may," "plan," "potential," "predict," "project," "seek," "should," "strategy," "target," "will," "would," and similar references to future periods. Examples of forward-looking statements including but not limited to, information relating toinclude, among others, statements we make regarding our future performance and financial condition, plans to address our ability to continue as a going concern, plans and objectives of our management and our 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 our control which may cause our actual results, future performance and financial condition, and achievement of our plans and objectives of our management to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, among other things: our ability to access capital and liquidity so that we are able to continue as a going concern; our ability to successfully implement changes in our executive leadership; the possibility that the expected synergies and benefits from acquisitions and/or restructuring activities will not be fully realized, or will not be realized within the anticipated time periods; the risk that Comtechacquired businesses will not be integrated successfully; the possibility of disruption from acquisitions or dispositions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that we will be unsuccessful in implementing our "One Comtech" transformation and integration of individual businesses into two segments; the risk that we will be unsuccessful in implementing a tactical shift in its Government Solutionsour Satellite and Space Communications segment away from bidding on large commodity service contracts and toward pursuing contracts for itsour niche products and solutions with higher margins; the nature and timing of our receipt of, and our 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 Comtech's recent launch of HeightsTM Dynamic Network Access Technology ("HEIGHTS" or "HDNA");enhancements; changing customer demands;demands and/or procurement strategies; changes in prevailing economic and political conditions;conditions, including as a result of Russia's military incursion into Ukraine, the Israel- Hamas war and escalating attacks in the Red Sea region; changes in the price of oil in global markets; changes in prevailing interest rates and foreign currency exchange rates; risks associated with Comtech's and TeleCommunication Systems, Inc.'s ("TCS") legacyour legal proceedings, customer claims for indemnification, and other similar matters; risks associated with our obligations under our Secured Credit Facility as amended;and our ability to refinance our Credit Facility; risks associated with our large contracts; the impact of H.R.1, also known as the Tax Cuts and Jobs Act ("Tax Reform"), which was recently enacted in the U.S.;risks associated with supply chain disruptions; and other factors described in this and our other filings with the Securities and Exchange Commission ("SEC").

OVERVIEW

We are a leading global provider of advancednext-generation 911 emergency systems ("NG-911") and secure wireless and satellite communications solutions for both commercialtechnologies. This includes the critical communications infrastructure that people, businesses, and government customers worldwide.governments rely on when durable, trusted connectivity is required, no matter where they are – on land, at sea, or in the air – and no matter what the circumstances – from armed conflict to a natural disaster. Our solutions are designed to fulfill our customers’ needs for secure wireless communications in some of the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial. We anticipate future growth in our business due to a trend of increasing demand for global voice, video and data usage in recent years, upgraded ground stations and related services resulting from the large quantities of satellites anticipated to be launched for new LEO and MEO constellations, digitization and virtualization of modems, the resurgence of troposcatter as a viable form of primary or backup communications, enhanced location positioning combined with data-rich geospatial intelligence, and the growth of 988 networks. We provide our solutions to both commercial and governmental customers within the converging satellite and space communications and terrestrial and wireless networking markets. Index 38



We manage our business through two reportable operating segments:

Commercial Solutions • Satellite and Space Communications - serves commercial customersis organized into three technology areas: satellite modem technologies and smaller government customers, such as stateamplifier technologies, troposcatter and local governments, that require advanced communication technologies to meet their needs.SATCOM solutions and space components and antennas. This segment also serves certain large government customers (includingoffers customers: satellite ground station technologies, services and system integration that facilitate the U.S. government) that have requirements for off-the-shelf commercial equipment. We believe this segment is a leading providertransmission of voice, video and data over GEO, MEO and LEO satellite communications (such as satellite earth station modems andconstellations, including traveling wave tube power amplifiers, ("TWTA")), public safetymodems, VSAT platforms and frequency converters; satellite communications and tracking antenna systems, (such asincluding high precision full motion fixed and mobile X/Y tracking antennas, RF feeds, reflectors and radomes; over-the-horizon microwave equipment that can transmit digitized voice, video, and data over distances up to 200 miles using the troposphere and diffraction, including the Comtech COMET™; and procurement and supply chain management of high reliability Electrical, Electronic and Electromechanical ("EEE") parts for satellite, launch vehicle and manned space applications. • Terrestrial and Wireless Networks - is organized into three service areas: next generation 911 ("NG911") technologies) and enterprise application technologies (such as messagingcall delivery, Solacom call handling solutions, and trusted location and messaging solutions. This segment offers customers SMS text to 911 services, providing alternate paths for individuals who need to request assistance (via text messaging) a method to reach Public Safety Answering Points ("PSAPs"); next generation 911 solutions, providing emergency call routing, location validation, policy-based routing rules, logging and security functionality; Emergency Services IP Network transport infrastructure for emergency services communications and support of next generation 911 services; call handling applications for PSAPs; wireless emergency alerts solutions for network operators; and software and equipment for location-based technologies).

Government Solutions - serves largeand text messaging services for various applications, including for public safety, commercial and government end-users (including those of foreign countries) that require mission critical technologies and systems. We believe this segment is a leading provider of command and control applications (such as the design, installation and operation of data networks that integrate computing and communications (including both satellite and terrestrial links)), ongoing network operation and management support services (including telecom expense management, project management and fielding and maintenance solutions related to satellite ground terminals), troposcatter communications (such as digital troposcatter multiplexers, digital over-the-horizon modems, troposcatter systems, and frequency converter systems) and RF power and switching technologies (such as solid state high-power broadband amplifiers, enhanced position location reporting system (commonly known as "EPLRS") amplifier assemblies, identification friend or foe amplifiers, and amplifiers used in the counteraction of improvised explosive devices).


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services. Our Quarterly Financial Information
Quarterly and period-to-period sales and operating results may be significantly affected by either short-term or long-term contracts with our customers. In addition, our gross profit is affected by a variety of factors, including the mix of products, systems and services sold, production efficiencies, estimates of warranty expense, price competition and general economic conditions. Our gross profit may also be affected by the impact of any cumulative adjustments to contracts that are accounted for under the percentage-of-completion method.

Ourover time. In particular, our contracts with the U.S. government can be terminated for convenience by it at any time and orders are subject to unpredictable funding, deployment and technology decisions by the U.S. government. Some of these contracts are indefinite delivery/indefinite quantity ("IDIQ") contracts and, as such, the U.S. government is not obligated to purchase any equipment or services under these contracts. We have, in the past, experienced and we continue to expect significant fluctuations in sales and operating results from quarter-to-quarter and period-to-period.period-to-period due to these factors. As such, comparisons between periods and our current results may not be indicative of a trend or future performance.

CRITICAL ACCOUNTING POLICIES

We consider certain accounting policies to be critical due to the estimation process involved in each.

Revenue Recognition. We earn revenue from the sale of advanced communication solutions to customers around the world. Sales of advanced communication solutions can consist of any one or a combination of items required by our customer including hardware, technology platforms and related support. A large portion of our revenue from advanced communication solutions is derived from contracts relating to the design, development or manufacture of complex electronic equipment to a buyer’s specification or to provide services relating to the performance of such contracts and is recognized inIn accordance with FASB ASC 605-35. For these contracts, we primarily apply the percentage-of-completion accounting method and generally recognize revenue based on the relationship of total costs incurred to total projected costs, or, alternatively, based on output measures, such as units delivered or produced. Profits expected to be realized on such contracts are based on total estimated sales for the contract compared to total estimated costs, including warranty costs, at completion of the contract.

Direct costs which include materials, labor and overhead are charged to work-in-progress (including our contracts-in-progress) inventory or cost of sales. Indirect costs relating to long-term contracts, which include expenses such as general and administrative, are charged to expense as incurred and are not included in our work-in-process (including our contracts-in-progress) inventory or cost of sales. Total estimates are reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change. Estimated losses on long-term contracts are recorded in the period in which the losses become evident. Long-term U.S. government cost-reimbursable type contracts are also specifically covered by FASB ASC 605-35.

We have been engaged in the production and delivery of goods and services on a continual basis under contractual arrangements for many years. Historically, we have demonstrated an ability to accurately estimate total revenues and total expenses relating to our long-term contracts. However, there exist inherent risks and uncertainties in estimating revenues, expenses and progress toward completion, particularly on larger or longer-term contracts. If we do not accurately estimate the total sales, related costs and progress towards completion on such contracts, the estimated gross margins may be significantly impacted or losses may need to be recognized in future periods. Any such resulting changes in margins or contract losses could be material to our results of operations and financial condition.

In addition, most government contracts have termination for convenience clauses that provide the customer with the right to terminate the contract at any time. Such terminations could impact the assumptions regarding total contract revenues and expenses utilized in recognizing profit under the percentage-of-completion method of accounting. Changes to these assumptions could materially impact our results of operations and financial condition. Historically, we have not experienced material terminations of our long-term contracts. We also address customer acceptance provisions in assessing our ability to perform our contractual obligations under long-term contracts. Our inability to perform on our long-term contracts could materially impact our results of operations and financial condition. Historically, we have been able to perform on our long-term contracts.


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We also derive a portion of our revenues for advanced communication solutions from contracts and purchase orders where revenue is recorded on delivery of products or performance of services. Such revenues are recognized in accordance with the authoritative guidance contained in FASB ASC 605-25 "Revenue Recognition606 - Multiple Deliverable Revenue Arrangements" ("FASB ASC 605-25") and, as applicable, FASB ASC 605-20 "Revenue Recognition - Services" ("FASB ASC 605-20") and Accounting Standards Update ("ASU") 2009-14 (FASB ASC Topic 985) "Certain Revenue Arrangements That Include Software Elements." Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. In summary, we recognize revenue for each separate unit of accounting when the applicable revenue recognition criteria for each element have been met. We allocate revenue to each separate unit of accounting in a multi-element arrangement based on the relative fair value of each element, using vendor-specific objective evidence ("VSOE") of their fair values, if available. VSOE is generally determined based on the price charged when an element is sold separately. In the absence of VSOE of fair value, the fee is allocated among each element based on third-party evidence ("TPE") of fair value, which is determined based on competitor pricing for similar deliverables when sold separately. When we are unable to establish fair value using VSOE or TPE, we use estimated selling price ("ESP") to allocate value to each element. The objective of ESP is to determine the price at which we would transact a sale if the product or service were sold separately. We determine ESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, market conditions, competitive landscape, and pricing practices. For multiple element arrangements that contain only software and software-related elements, we allocate the fees to each element based on the VSOE of fair value of each element. Due to the nature of some of the agreements it may be difficult to establish VSOE of separate elements of an agreement; in these circumstances the appropriate recognition of revenue may require the use of judgment based on the particular facts and circumstances.

Adoption of New Revenue Standard

On August 1, 2018 (our first quarter of fiscal 2019), we are required to adopt FASB ASU No. 2014-09 "Revenue from Contracts with Customers (Topic 606)("ASC 606")," which replaces numerous requirements in U.S. GAAP, including industry specific requirements, and provides a single revenue recognition model for contracts with customers. The core principle of the new standard is that a company should we record revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expectswe expect to be entitled in exchange for those goods or services. In August 2015, FASB ASU No. 2015-14 "services promised to customers. See "Notes to Condensed Consolidated Financial Statements - Note (4) - Revenue from Contracts with Customers (Topic 606): DeferralRecognition" for further information. Impairment of the Effective Date" was issued to defer the effective date of FASB ASU No. 2014-09 by one year. In March 2016, April 2016, May 2016 and February 2017, FASB ASU Nos. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)," 2016-10 "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," 2016-12 "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" and 2017-05 "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets" were issued, respectively, to clarify certain implementation matters related to the new revenue standard. The effective dates for these ASUs coincide with the effective date of FASB ASU 2014-09. FASB ASU No. 2014-09 can be adopted either retrospectively to each prior reporting period presented, or as a cumulative-effect adjustment as of the date of adoption.

Because of the broad scope of FASB ASU No. 2014-09, it could impact the reporting of the amount and/or timing of our net sales and operating income across our two operating segments, as well as related business processes and IT systems. We have formed a project team to perform a detailed evaluation of the operational impact of this new standard, which transition approach to use and the overall adoption impact of FASB ASU No. 2014-09 on our consolidated financial statements and disclosures. We expect our evaluation to be completed shortly before our first quarter of fiscal 2019.

Goodwill and Other Intangible AssetsAssets. As of January 31, 2018,2024, total goodwill recorded on our Condensed Consolidated Balance Sheet aggregated $290.6$333.1 million (of which $231.4$159.0 million relates to our Commercial SolutionsSatellite and Space Communications segment and $59.2$174.1 million relates to our Government SolutionsTerrestrial and Wireless Networks segment). Additionally, as of January 31, 2018,2024, net intangibles recorded on our Condensed Consolidated Balance Sheet aggregated $251.3$215.3 million (of which $207.9$61.7 million relates to our Commercial SolutionsSatellite and Space Communications segment and $43.4$153.6 million relates to our Government SolutionsTerrestrial and Wireless Networks segment). EachFor purposes of reviewing impairment and the recoverability of goodwill and other intangible assets, our two operatingSatellite and Space Communications and Terrestrial and Wireless Networks segments constituteseach constitute a reporting unit and we must make various assumptions in determining their estimated fair values.

In accordance with FASB ASC 350 "Intangibles See "Notes to Condensed Consolidated Financial Statements - Note (15) - Goodwill and Other," we perform a goodwill impairment analysis at least annually (in the first quarter of each fiscal year), unless indicators of impairment exist in interim periods. If we fail the quantitative assessment of goodwill impairment ("quantitative assessment"), pursuant to our adoption of FASB ASU No. 2017-04 in fiscal 2017, we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.Note (16) - Intangible Assets" for further information. Index 39




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On August 1, 2017 (the first day of our fiscal 2018), we performed our annual quantitative assessment using market participant assumptions to determine if the fair value of each of our reporting units with goodwill exceeded its carrying value. In making this assessment, we considered, among other things, expectations of projected net sales and cash flows, assumptions impacting the weighted average cost of capital, trends in trading multiples of comparable companies, changes in our stock price and changes in the carrying values of our reporting units with goodwill. We also considered overall business conditions.

In performing the quantitative assessment, we estimated the fair value of each of our reporting units using a combination of the income and market approaches. The income approach, also known as the discounted cash flow ("DCF") method, utilizes the present value of cash flows to estimate fair value. The future cash flows for our reporting units were projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). For purposes of conducting our impairment analysis, we assumed revenue growth rates and cash flow projections that are below our actual long-term expectations. The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period and reflected our estimate of stable, perpetual growth. We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. Finally, we compared our estimates of fair values to our August 1, 2017 total public market capitalization and assessed implied control premiums based on our common stock price of $18.47 as of August 1, 2017.

Based on our quantitative evaluation, we determined that our Commercial Solutions and Government Solutions reporting units had estimated fair values in excess of their carrying values of at least 17.8% and 52.9%, respectively, and concluded that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment. However, in order to sensitize our goodwill impairment test, we performed a second analysis using only the income approach and concluded that neither reporting units' goodwill was impaired or at risk of failing the quantitative assessment. It is possible that, during fiscal 2018 or beyond, business conditions (both in the U.S. and internationally) could deteriorate from the current state, our current or prospective customers could materially postpone, reduce or even forgo purchases of our products and services to a greater extent than we currently anticipate, or our common stock price could decline. A significant decline in our customers' spending that is greater than we anticipate or a shift in funding priorities may also have a negative effect on future orders, sales, income and cash flows and we might be required to perform a quantitative assessment during fiscal 2018 or beyond. If assumed net sales and cash flow projections are not achieved in future periods or our common stock price significantly declines from current levels, our Commercial Solutions and Government Solutions reporting units could be at risk of failing the quantitative assessment and goodwill assigned to the respective reporting units could be impaired.

In any event, we are required to perform the next annual goodwill impairment analysis on August 1, 2018 (the start of our fiscal 2019). If our assumptions and related estimates change in the future, or if we change our reporting unit structure or other events and circumstances change (e.g., a sustained decrease in the price of our common stock (considered on both absolute terms and relative to peers)), we may be required to record impairment charges when we perform these tests, or in other future periods. In addition to our impairment analysis of goodwill, we also review net intangible assets with finite lives when an event occurs indicating the potential for impairment. We believe that the carrying values of our net intangible assets were recoverable as of January 31, 2018. Any impairment charges that we may record in the future could be material to our results of operation and financial condition.

Provision for Warranty Obligations. We provide warranty coverage for most of our products, including products under long-termlong- term contracts, for a period of at least one year from the date of shipment. We record a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Costs associated with some of our warranties that are provided under long-term contracts are incorporated into our estimates of total contract costs. There exist inherent risks and uncertainties in estimating warranty expenses, particularly on larger or longer-term contracts. If we do not accurately estimate our warranty costs, any changes to our original estimates could be material to our results of operations and financial condition.

Accounting for Income Taxes. Our deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and applying enacted tax rates expected to be in effect for the year in which we expect the differences are expected to reverse. Our provision for income taxes is based on domestic (including federal, state and state)local) and international statutory income tax rates in the tax jurisdictions where we operate, permanent differences between financial reporting and tax reporting and available credits and incentives. We recognize interest and penalties related to uncertain tax positions in income tax expense. The U.S. federal government, isCanada and the United Kingdom are our most significant income tax jurisdiction.


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jurisdictions. Significant judgment is required in determining income tax provisions and tax positions. We may be challenged upon review by the applicable taxing authority and positions taken by us may not be sustained. We recognize all or a portion of the benefit of income tax positions only when we have made a determination that it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position and other factors. For tax positions that are determined as more"more likely than notnot" to be sustained upon examination, the tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The development of valuation allowances for deferredWe recognize potential interest and penalties related to uncertain tax assets and reserves forpositions in income tax positions requires considerationexpense. On a quarterly basis, we assess the realizability of timing and judgments about future taxable income, tax issues and potential outcomes, and are subjective critical estimates. A portion of our deferred tax assets consist of federal net operating losses and federal research and experimentation tax credit carryforwards, most of which was acquired in connection with our acquisition of TCS. No valuation allowance has been established on these deferred tax assets, based on our evaluation that our abilityall available evidence, including historical taxable income and estimates about future taxable income, and valuation allowances are established, when necessary, to realize suchreduce net deferred tax assets has metto the criteria ofamount "more likely than not." We continuously evaluate additional facts representing positive and negative evidence in determining our abilitynot" expected to realize these deferred tax assets. In certain circumstances, the ultimate outcome of exposures and risks involves significant uncertainties.be realized. If actual outcomes differ materially from these subjective critical estimates, theywe will adjust these estimates in future periods, which could have a material impact on our results of operations and financial condition.

On December 22, 2017, H.R.1, also known as the Tax Cuts and Jobs Act ("Tax Reform") was enacted in the U.S. Tax Reform significantly lowered the amount of our current and future income tax expense primarily due to the reduction in the U.S. statutory income tax rate from 35.0% to 21.0%. This provision went into effect on January 1, 2018 and required us to remeasure our deferred tax assets and liabilities. In fiscal 2019 and beyond, Tax Reform will result in the loss of our ability to take the domestic production activities deduction, which has been repealed, and is likely to result in lower tax deductions for certain executive compensation expenses.

In connection with Tax Reform, during the three months ended January 31, 2018, we recorded an estimated net discrete tax benefit of $14.0 million, primarily related to the remeasurement of deferred tax liabilities associated with non-deductible amortization related to intangible assets. This remeasurement was recorded pursuant to ASC 740 "Income Taxes" and SEC Staff Accounting Bulletin ("SAB") 118, using estimates based on reasonable and supportable assumptions and available information as of the reporting date. As such, we expect to finalize this net discrete tax benefit during the second half of fiscal 2018. In addition, it is possible that the Internal Revenue Service ("IRS") will issue clarifying or interpretive guidance related to Tax Reform, which may ultimately result in a change to our estimated income tax.

In November 2017, we received notification from the IRS that it will audit our federal income tax return for fiscal 2016. Our federal income tax return for fiscal 2015 is also subject to potential future IRS audit. None of our state income tax returns prior to fiscal 2013 are subject to audit. TCS’s federal income tax returns for tax years 2014 and 2015 and the tax period from January 1, 2016 to February 23, 2016 are subject to potential IRS audit. None of TCS’s state income tax returns prior to calendar year 2013 are subject to audit. The results of the IRS tax audit for fiscal 2016, future tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition.

Research and Development Costs. We generally expense all research and development costs. Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other personnel-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Costs incurred internally in researching and developing software to be sold are charged to expense until technological feasibility has been established for the software. Judgment is required in determining when technological feasibility of a product is established. Technological feasibility for our advanced communication software solutions is generally reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to customers and when we are able to validate the marketability of such product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. To date, we have not capitalized any of our internally developed software costs.


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costs were not material. Provisions for Excess and Obsolete Inventory. We record a provision for excess and obsolete inventory based on historical and futureprojected usage trends. Other factors may also influence our provision, including decisions to exit a product line, technological change and new product development. These factors could result in a change in the amount of excess and obsolete inventory on hand. Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if we determine that our inventory was overvalued, we would be required to recognize such costs in our financial statements at the time of such determination. Any such charge could be material to our results of operations and financial condition.

Allowance for Doubtful Accounts. We perform credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness, as determined by our review of our customers’ current credit information. Generally, we will require cash in advance or payment secured by irrevocable letters of credit before an order is accepted from an international customer that we do not do business with regularly. In addition, we seek to obtain insurance for certain domestic and international customers.

We monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon our historical experience and any specific customer collection issues that we have identified. In light of ongoing tight credit market conditions and high interest rates, we continue to see requests from our customers for higher credit limits and longer payment terms. Because of our strong cash position and the nominal amount of interest we are earning on our cash and cash equivalents, weWe have, on a limited basis, approved certain customer requests.

We continue to monitor our accounts receivable credit portfolio. OurTo-date, there has been no material changes in our credit portfolio as a result of the challenging business conditions. Index 40


Although our overall credit losses have historically been within our expectations of the allowances established; however, we cannot guarantee thatestablished, we will continuemay not be able to experience the sameaccurately predict our future credit loss rates that we have inexperience, given the past.current poor business environment. Measurement of credit losses requires consideration of historical loss experience, including the need to adjust for changing business conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the financial health of specific customers. ChangesFuture changes to the estimated allowance for doubtful accounts could be material to our results of operations and financial condition.


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Fiscal 2024: Second Quarter Highlights and Business Outlook for Fiscal 2018

Our resultsFinancial highlights for the second quarter exceededof fiscal 2024 include: • Consolidated net sales were $134.2 million, compared to $151.9 million in the first quarter of fiscal 2024 and $133.7 million in the second quarter of fiscal 2023 (net sales in the more recent period reflect the timing of our expectationsreceipt of and we generated consolidated:

Net salesperformance on orders received); • Gross margin was 32.2%, compared to 31.5% in our first quarter of $133.7 million;
Operatingfiscal 2024 and 34.3% in our second quarter of fiscal 2023; • GAAP operating income of $4.9 million;
Net income$3.0 million, compared to $2.1 million in our first quarter of $15.8 million;
Cash flows fromfiscal 2024 and a GAAP operating activitiesloss of $0.8 million in the second quarter of fiscal 2023 (the more recent period includes a $2.2 million estimated gain on the divestiture of our solid-state RF microwave high power amplifiers and control components product line on November 7, 2023 (the "PST Divestiture"); • GAAP net loss attributable to common stockholders was $30.5 million, and included $17.9 million of charges specifically related to the exchange of our Series A-1 Convertible Preferred Stock for Series B Convertible Preferred Stock on January 22, 2024, $2.7 million;million of restructuring costs and
$1.0 million of strategic emerging technology costs for next-generation satellite technology, offset in part by the $2.2 million estimated gain on the PST Divestiture (discussed above); • GAAP and Non-GAAP EPS loss of $1.07 and $0.15, respectively; • Adjusted EBITDA (a Non-GAAP financial measure discussed below) of $14.5 million.
During the three months ended January 31, 2018, our Commercial Solutions segment was awarded a large multi-year strategic contract valued at $134.0$15.1 million, or 11.3% of consolidated net sales, compared to provide one$11.3 million, or 8.5% of the largest wireless carriers in the U.S. with enhanced 911 ("E911") services. Under this competitively awarded contract, this U.S. wireless carrier is expected to migrate existing and planned new cell sites from a competitive solution to Comtech's more advanced, secure and reliable 911 call routing technologies. As a result, more than 150 million U.S. mobile cell phone users will benefit from more reliable 911 call routing solutions. This contract award comes on the heels of Comtech receiving $96.2 million of contracts from AT&T during our first quarter of fiscal 2018, which provideconsolidated net sales for a variety of safety and security technology and enterprise technology solutions including Next Generation 911 ("NG911") public safety Call Handling and Emergency Services IP Network ("ESInet") and E911 solutions. In our view, these contract awards validate that our enterprise technology solutions and safety and security technology solutions are more advanced, secure and reliable than any existing competitive technology.

Our Government Solutions segment is also showing positive business momentum. During the second quarter of fiscal 2018, we were awarded2023; • New bookings (also referred to as orders) of $141.8 million, representing a three-year $123.6 million contract from the U.S. Army to provide ongoing sustainment support services for the AN/TSC-198A SNAP (Secret Internet Protocol Router (“SIPR”) and Non-classified Internet Protocol Router (“NIPR”) Access Point), Very Small Aperture Terminals (“VSATs”). SNAP terminals provide quick and mobile satellite communications capability to personnel in the field. Comtech was the incumbent and will continue to be the sole providerquarterly book-to-bill ratio of these critical sustainment services. Importantly, we were also awarded an initial $11.7 million order to provide several thousand of our next generation MT-2025 mobile satellite transceivers to support the Blue Force Tracking-2 ("BFT-2") system. The BFT-2 system, which is part of the U.S. Army's Joint Battle Command-Platform ("JBC-P") program, provides global real-time situational awareness and networking capabilities for U.S. warfighters and is the successor to the Blue Force Tracking-1 ("BFT-1") system. We have continued to provide support for the BFT-1 system since its inception more than fifteen years ago. In fiscal 2010, a competitor was selected by the U.S. Army to develop the next-generation BFT-2 system. Although we were disappointed in that decision and believed that our technology was superior when compared to the competitor’s, we worked cooperatively with the U.S. Army and informed them that we would stand committed to assist in any way possible. We are pleased that our efforts over the years have resulted in the U.S. Army now selecting our MT-2025 transceiver to meet their immediate operational needs. The MT-2025, which is also known as the Blue Force Tracker-2 High Capacity ("BFT-2-HC") Satellite Transceiver, meets BFT-2 protocols, provides best-in-class reliability and is fully backward compatible with the BFT-1 system. Comtech currently provides sustaining support for the BFT-1 system and previously shipped over 100,000 BFT-1 mobile satellite transceivers. Initial shipments of MT-2025 transceivers are expected to start during our fourth quarter of fiscal 2018 and additional orders for our MT-2025 are ultimately expected.

Overall, we experienced strong order flow across many of our product lines, achieved a consolidated book-to-bill ratio1.06x (a measure defined as bookings divided by net sales) and another strong quarter of 1.57 with bothorder flow led by a $48.0 million five- year extension of our segments exceeding 1.00 forNG-911 contract with the most recent quarter. AsState of Washington; • Backlog of $680.1 million as of January 31, 2018,2024, compared to $662.2 million as of July 31, 2023 and $702.0 million as of January 31, 2023; • Revenue visibility of approximately $1.6 billion, consistent with last quarter and an increase from the $1.1 billion as of July 31, 2023. We measure this revenue visibility as the sum of our consolidated backlog was $567.3$680.1 million which is close to our record high. Our backlog, as more fully defined in our most recent Annual Report on Form 10-K filed with the SEC, only consists of funded and firm contract orders. Our backlog, does not include the unfunded portions of multi-year contracts. As such,plus the total unfunded value of certain multi-year contracts that we have received is substantially higher. Our pipelineand from which we expect future orders; • Operating cash activities were an outflow of opportunities remains strong$26.7 million, reflecting our use of a substantial portion of the net cash proceeds from the issuance of our Series B Convertible Preferred Stock to significantly reduce accounts payable; • Investing cash activities were an inflow of $28.2 million, reflecting the PST Divestiture; and overall business activity is at• Financing cash activities were an inflow of $20.3 million, reflecting our receipt of net cash proceeds from the highest level it has been in several years.issuance of Series B Convertible Preferred Stock and use of a substantial portion of the net cash proceeds from the PST Divestiture to repay a significant portion of the Term Loan outstanding under our Credit Facility. Index 41



Given our year-to-date performance, we enter the second half of fiscal 2018 with strong positive business momentum and, as a result,Non-GAAP financial measures discussed above are increasing our targeted growth rates. We believe that we can achieve fiscal 2018 revenue and Adjusted EBITDA growth of approximately 5.0% as compared to fiscal 2017, and Adjusted EBITDA, as a percentage of consolidated fiscal 2018 net sales, comparablereconciled to the 12.8% we achieved in fiscal 2017. We believe these targeted metrics demonstrate the strength of our business, particularly considering that our fiscal 2017 results include the benefit of $6.7 million of BFT-1 intellectual property license fees (which the U.S. Army is no longer obligated to pay us to support the BFT-1 system). If order flow remains strong and we are able to achieve all of our fiscal 2018 business goals, it is possible that our targeted fiscal 2018 revenue and Adjusted EBITDA growth rates could be higher.


32


Index

In line with our original Business Outlook for Fiscal 2018, our fourth quarter of fiscal 2018 is expected to be the peak quarter - by far - for consolidated net sales,most directly comparable GAAP operating income and Adjusted EBITDA. We currently believe that our third quarter consolidated net sales and Adjusted EBITDA will be approximately 10.0% higher than the related amounts we achievedfinancial measures in the second quarter of fiscal 2018. GAAP operating income and Adjusted EBITDA, as a percentage of consolidated third quarter fiscal 2018 net sales, are expected to approximate 4.0% and 11.0%, respectively, with significant increases in each metrictable included in the fourth quarter of fiscal 2018.

For a definition and explanation of Adjusted EBITDA, see "Itembelow section “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of the Results of Operations for the Three Months Ended January 31, 20182024 and 2017 -2023” and “Comparison of the Results of Operations for the Six Months Ended January 31, 2024 and 2023.” Other Recent Key Developments In the first quarter of fiscal 2024, we were awarded a large, multi-year Global Field Service Representative (“GFSR”) contract by the U.S. Army. Through this program, our Satellite and Space Communications segment will provide communications and IT infrastructure support for the U.S. Army, Air Force, Navy, Marine Corps and NATO, enabling U.S. and coalition forces to maintain robust, resilient and secure connectivity for global all-domain operations. Foundational to this success: Comtech’s professional engineering services and extensive portfolio of resilient, blended, smart-enabled technologies. In November 2023, the incumbent protested the award, which resulted in a stop work order under the contract. In January 2024, the protest was dismissed in our favor and the stop work order was lifted. However, the incumbent protested the award again, which resulted in another stop work order. This contract has a total potential value of $544.0 million and is expected to start contributing significantly to our net sales in the latter part of fiscal 2024 and beyond, assuming a timely resolution of the protest in our favor. In the second quarter of fiscal 2024, our Satellite and Space Communications segment was awarded over $7.0 million of funded orders from two foreign militaries, who are evaluating our next generation Modular Transportable Transmission System ("MTTS") troposcatter solutions. We believe that these two new international customers could lead to larger scale troposcatter opportunities in the future. In the second quarter of fiscal 2024, our Terrestrial and Wireless Networks segment extended critical NG-911 services for the State of Washington. This extension is valued at $48.0 million over the next five years, with the option to extend further through 2034. Also, we extended critical call handling services provided to public safety answering points ("PSAPs") across Australia through our partnership with Telstra. These services, valued at approximately $6.0 million over the next several years, support Australia's "000" (911 equivalent) emergency communications. Additionally, we were recently awarded several multi- year NG-911 call handling services contracts, aggregating $6.5 million, for PSAPs located in Canada and the U.S. We believe Comtech's position as a trusted leader in 911 and public safety applications positions us increasingly well when it comes to delivering similarly sophisticated solutions for 988 emergencies. Also, we recently announced that we were invited by Innovation Canada to join a select group of companies participating in the Accelerated Growth Service ("AGS") program. The AGS program offers support to a number of high-growth, high-potential, qualifying businesses across Canada. As part of the program, we will gain access to key government services such as financing and export opportunities. The AGS program will also provide us with a personalized team of government experts to support our growth plans and help identify new government programs that could help us capture near and long-term business opportunities. One Comtech and People Strategy In December 2023, we announced the hiring of John Ratigan, who currently serves as our interim Chief Executive Officer ("CEO"). Mr. Ratigan was formerly CEO and President of iDirect Government and held a position as an Executive Committee Member of ST Engineering iDirect. Mr. Ratigan brings decades of leadership experience supporting U.S. government and Department of Defense customers across the globe, which aligns well with our strategic business priorities and continued expansion into new growth markets with one of the industry's most comprehensive portfolios of satellite ground station solutions. Also, as it relates to cybersecurity, in January 2024, we hired Sheryl Hanchar as our company-wide Chief Information Security Officer. With an extensive cybersecurity and military career, Ms. Hanchar is responsible for protecting our critical IP, as well as that of our commercial and government customers, including warfighters who rely on our solutions being secure. In March 2024, our corporate headquarters moved from Melville, New York to Chandler, Arizona. Our strategic decision to relocate our headquarters enables us to continue to execute on our growth trajectories and signifies yet another key step in our One Comtech transformation. With an ability to support several of our largest and key commercial and defense customers, our 146,000 square foot engineering and manufacturing facility in Chandler, Arizona (that also includes a customer experience center) was a logical choice for becoming our new headquarters. On March 12, 2024, our Board of Directors terminated Ken Peterman as President and Chief Executive Officer for cause due to conduct unrelated to Comtech’s business strategy, financial results or previously filed financial statements. Upon termination of his employment, Mr. Peterman was deemed to have resigned from his position as Chairman of the Board of Directors and as a director pursuant to his employment contract. John Ratigan, who is our Chief Corporate Development Officer, will also serve as interim Chief Executive Officer, effective immediately. Mark Quinlan, a director, was elected as Chairman of the Board of Directors. Index 42


Balance Sheet In addition to optimizing our cost structure, securing key contract wins and expanding our pipeline of opportunities, we have also been busy addressing strategic questions about the composition of our business and the strength of our balance sheet. Following a careful review of our current business and product lines, we saw an opportunity to divest our solid-state RF microwave high power amplifiers and control components product line (the "PST Divestiture"). We completed the PST Divestiture on November 7, 2023 and applied 50%, or $16.2 million, of the closing net cash proceeds from the PST Divestiture to repay a portion of the Term Loan outstanding under our Credit Facility. On January 22, 2024, we received $43.2 million of net cash proceeds from the issuance of Series B Convertible Preferred Stock in exchange for previously outstanding Series A-1 Convertible Preferred Stock. During the three months ended January 31, 2024, we used the majority of the Series B net cash proceeds to repay debt outstanding under our Credit Facility and to significantly reduce accounts payable. We also continue to address the need to refinance our Credit Facility, which expires in October 2024. In connection with the refinancing, we are in discussions with various potential sources of capital regarding debt capital alternatives. Business Outlook As we progress through fiscal 2024, we continue to implement many important lean initiatives and process improvement activities anticipated to drive sustainable, profitable growth in our business. Several of these actions have already contributed to our improved financial performance, affording us the opportunity to report our third consecutive fiscal quarter of positive GAAP operating income since fiscal 2021. As we enter the third quarter of fiscal 2024, business conditions continue to be challenging, and the operating environment is largely unpredictable, including factors such as inflation, rising interest rates, continuing resolutions associated with the U.S. Federal budget, repercussions of military conflicts in Russia and Ukraine and the Middle East, and a potential global recession. Order and production delays, disruptions in component availability, increased pricing both for labor and parts, lower levels of factory utilization and higher logistics and operational costs have or could impact our business. Nevertheless, despite these business conditions and resulting challenges and although we anticipate some variability from time to time as we move through our One Comtech transformational change, subject to the risks highlighted in this Form 10-Q and other filings with the SEC, we are targeting net sales and Adjusted EBITDA"EBITDA for fiscal year 2024 to be better than fiscal 2023. We base our enthusiasm about our future, in part, on our people as well as our recent large strategic contract wins, that serve to validate and "Itemreinforce our technology leadership positions in multiple growing end markets. Taken together, we believe these significant, strategic contracts along with our recent acquisitions of talent demonstrate our ability to outperform in every facet of our business. We do not provide forward-looking guidance on a GAAP basis because we are unable to predict certain items contained in the GAAP measure without unreasonable efforts. Because our consolidated Adjusted EBITDA, as a percentage of consolidated net sales, depends on the volume of sales, sales mix and related gross profit for each segment as well as unallocated spending, it is inherently difficult to forecast. Please refer to the discussion below under "Adjusted EBITDA" for more information. Additional information related to our Business Outlook for Fiscal 2024 and a definition and explanation of Adjusted EBITDA is included in the below section “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of the Results of Operations for the Six Months Ended January 31, 2018 and 2017 - Adjusted EBITDA."

On December 22, 2017, H.R.1, also known as the Tax Cuts and Jobs Act ("Tax Reform") was enacted. As a result, our effective tax rate in fiscal 2018, excluding discrete items, is now expected to approximate 27.75% as compared to our prior estimate of 34.5%. The reduction in our fiscal 2018 estimate is attributable to the benefit related to the reduction of the statutory income tax rate from 35.0% to 21.0%, or a blended income tax rate of approximately 27.0%. In addition to the benefit of a lower effective tax rate, fiscal 2018 will also benefit from an estimated net discrete tax benefit of $14.0 million, primarily related to the remeasurement of deferred tax liabilities associated with non-deductible amortization related to intangible assets. In fiscal 2019 and beyond, we expect to fully benefit from the lower statutory income tax rate. As such, and based on an initial analysis, we estimate that our fiscal 2019 effective tax rate, before any discrete items, will range from 24.5% to 26.0%. If the Internal Revenue Service ("IRS") issues clarifying or interpretive guidance, and/or new information becomes available, our estimated effective tax rates may change.

On March 7, 2018, our Board of Directors declared a dividend of $0.10 per common share, payable on May 18, 2018 to stockholders of record at the close of business on April 18, 2018. Future dividends remain subject to compliance with financial covenants under our Secured Credit Facility, as amended, as well as Board approval.

Our Business Outlook for Fiscal 2018 depends, in large part, on timely deliveries and the receipt of and performance on orders from our customers and could be adversely impacted if deliveries are delayed, business conditions deteriorate or our current or prospective customers materially postpone, reduce or even forgo purchases of our products and services. Additional information related to our Business Outlook for Fiscal 2018 is included in the below section entitled "Comparison of the Results of Operations for the Three Months Ended January 31, 20182024 and January 31, 2017" 2023” and "Comparison “Comparison of the Results of Operations for the Six Months Ended January 31, 20182024 and January 31, 2017."

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2023.” COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 20182024 AND 2017

2023 Net Sales. Consolidated net sales were $133.7$134.2 million and $139.0$133.7 million for the three months ended January 31, 20182024 and 2017,2023, respectively, representing a decreasean increase of $5.3$0.5 million, or 3.8%0.4%. The period-over-period decreaseincrease in net sales was due primarily toreflects higher net sales in our Terrestrial and Wireless Networks segment, offset in part by lower net sales in our Government SolutionsSatellite and Space Communications segment, partially offsetas further discussed below. Although higher than last year, net sales during our second quarter of fiscal 2024, primarily in our Satellite and Space Communications segment, reflect delays in the timing of our receipt of and performance on orders, principally a result of the challenging business conditions giving rise to our going concern disclosures in early December 2023, which we believe temporarily slowed down our receipt of orders from customers, as well as components from suppliers. While we have worked to resolve such conditions, for example, by highersubstantially reducing the level of accounts payables around quarter end, such challenging business conditions during December 2023 and January 2024 resulted in our performance on orders shifting to the third quarter (and in some cases fourth quarter) of fiscal 2024. Also, net sales in our Commercial Solutions segment. Net sales by operatingSatellite and Space Communications segment are discussed below.for the second quarter of fiscal 2024 reflect the PST Divestiture. Index 43



Commercial Solutions
Satellite and Space Communications Net sales in our Commercial SolutionsSatellite and Space Communications segment were $85.8$78.6 million for the three months ended January 31, 2018,2024 as compared to $82.1$80.4 million for the three months ended January 31, 2017, an increase2023, a decrease of $3.7 million, or 4.5%$1.8 million. Related segment net sales for the three months ended January 31, 2024 primarily reflect higher net sales of our troposcatter and SATCOM solutions to U.S. government end customers (including progress toward delivering next-generation troposcatter terminals to both the U.S. Marine Corps and U.S. Army), more than offset by lower net sales resulting from the PST Divestiture on November 7, 2023 and of satellite ground station solutions (including our X/Y steerable antennas). Our Commercial SolutionsSatellite and Space Communications segment represented 64.2%58.6% of consolidated net sales for the three months ended January 31, 20182024 as compared to 59.1%60.1% for the three months ended January 31, 2017.

Bookings during the most recent fiscal quarter were strong and reflect continued strength in almost all of our Commercial Solutions product lines.2023. Our book-to-bill ratio (a measure defined as bookings divided by net sales) in this segment for the three months ended January 31, 20182024 was 1.81. As further discussed below, we have a growing pipeline of opportunities and expect that the book-to-bill ratio in this segment will exceed 1.00 for fiscal 2018.

Net sales of our satellite earth station products (which include satellite modems and solid-state power amplifiers ("SSPAs")) during the three months ended January 31, 2018 were higher than the three months ended January 31, 2017. Market conditions overall for this product line continue to improve. In fact, both bookings and sales for this quarter increased as compared to the respective amounts we achieved in the first quarter of fiscal 2018. We continue to see increased interest from U.S. government customers for our satellite earth station products and believe sales to U.S. government customers will noticeably improve in fiscal 2018 as compared to fiscal 2017. For example, during the most recent fiscal quarter, we received a multi-year follow-on contract with a potential value of up to $19.1 million to provide Space and Naval Warfare Systems Command ("SPAWAR") with Advanced Time Division Multiple Access ("TDMA") Interface Processor ("ATIP") production terminals.

Looking forward, we expect to receive another large contract from SPAWAR, which publicly announced its intention to sole-source a five year, indefinite delivery/indefinite quantity ("IDIQ") contract to procure our SLM-5650B satellite modems and upgrade kits. There are over eight hundred older generation modems currently utilized by multiple U.S. Navy programs and our new modems and related upgrade kits will meet critical Navy requirements. We believe no other competitor responded to the Navy’s Request for Proposal ("RFP"), and we have entered into contract negotiations with the related program office. We believe the customer has a pressing need for this equipment and during the second quarter of fiscal 2018, SPAWAR awarded us a $2.3 million order to provide SLM-5650B satellite modems and upgrade kits. Although predicting the timing of large contract awards is always difficult, we expect a large contract to be awarded to us during the second half of our fiscal 2018, with some shipments starting in the fourth quarter of fiscal 2018.

Net sales of our satellite earth station products are expected to benefit in fiscal 2018 from anticipated orders for our HeightsTM Dynamic Network Access Technology ("HEIGHTS" or "HDNA"). We believe HEIGHTS is a revolutionary technology that is designed to deliver the highest Internet Protocol bits per Hertz in its class, as well as robust reliability. HEIGHTS has been and will continue to be a cornerstone of our future research and development efforts. As evidence of our commitment to this technology, we recently expanded our HEIGHTS offerings to include new and innovative remote gateways which allow the end customer the flexibility to choose between VSAT connectivity and true Single Channel Per Carrier ("SCPC") mode. Although the sales cycle for this product line is longer than our historical satellite earth station product line sales cycle, to-date, we have announced several important customer wins for this product line and our pipeline of opportunities continues to grow. In addition to the benefit of incrementally higher sales of HEIGHTS solutions, fiscal 2018 sales are expected to benefit from strong sales of our SSPAs used in airborne, in-flight connectivity applications.


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Index

Net sales during the three months ended January 31, 2018 of both enterprise technology solutions (such as our location and messaging platforms) and safety and security technology solutions (such as our wireless and next generation 911 ("NG911") platforms) were higher as compared to the net sales we achieved during the three months ended January 31, 2017. During our second quarter of fiscal 2018, we were awarded a large multi-year strategic contract valued at $134.0 million to provide safety and security technology solutions to one of the largest wireless carriers in the U.S. As a result of this new contract, we will become the leading provider to this wireless carrier for E911 services for its nationwide 3G, 4G and 5G networks. Our advanced solutions provided to this carrier will support both current 911 infrastructure and NG911 networks which enable text messaging, image, data and video processing. This new contract, which was issued in the form of an amendment to an existing contract and previously received orders, resulted in a significant increase to our backlog. We believe that our enterprise technology solutions continue to gain traction, particularly in international markets. During the second quarter of fiscal 2018, we received $3.8 million of orders from a major Middle East service provider for a complete suite of our location based services that will be used to support multiple application deployments, including mobile devices and Internet of Things. In our view, these contract awards validate that our enterprise technology solutions and safety and security technology solutions are more advanced, secure and reliable than any existing competitive technology. Overall market conditions remain favorable and we expect that aggregate net sales of these solutions in fiscal 2018 will be higher than in fiscal 2017.

Overall, we expect fiscal 2018 net sales in our Commercial Solutions segment to be higher than fiscal 2017.0.86x. Bookings, sales and profitability in our Commercial SolutionsSatellite and Space Communications segment can fluctuate substantially from period-to-period due to many factors, including changes in the general business environment. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.

Government Solutions
Net sales in our Government Solutions segment were $47.9 million for the three months ended January 31, 2018 as compared to $56.9 million for the three months ended January 31, 2017, a decrease of $9.0 million, or 15.8%. Our Government Solutions segment represented 35.8% of consolidated net sales for the three months ended January 31, 2018, as compared to 40.9% for the three months ended January 31, 2017.

The expected period-over-period decrease in net sales primarily reflects: (i) significantly lower net sales of over-the-horizon microwave systems products; (ii) the impact of our tactical shift in strategy away from bidding on large commodity service contracts and toward pursuing contracts for our niche solutions with higher margins; and (iii) the absence of $2.5 million of BFT-1 intellectual property license fees during the most recent fiscal quarter. Such decreases were offset, in part, by an increase in sales of our solid state high-power broadband amplifiers. The period-over-period sales decline of over-the-horizon microwave systems products resulted from the prior completion of performance related to previously awarded large contracts and a lengthy sales cycle for new potential orders. Despite the period-over-period decrease in net sales, bookings for this segment were strong and our book-to-bill ratio for the three months ended January 31, 2018 was 1.15. This was the fourth consecutive quarter in which the book-to-bill ratio exceeded 1.00 and backlog for this segment is at the highest level since our acquisition of TCS in February 2016.

Business activity in our over-the-horizon microwave systems product line is starting to pick-up. During the second quarter of fiscal 2018, we received multi-million dollar contract awards from two international customers. As such, we expect that sales of our over-the-horizon microwave systems products during each of the next two fiscal quarters will significantly increase from the amount we achieved in our most recent fiscal quarter. Although we are involved in discussions and negotiations related to large international and U.S. military over-the-horizon microwave systems opportunities, our Business Outlook for Fiscal 2018 includes only a nominal amount of revenues from these large potential awards.

We believe the types of orders we are winning recently validate our tactical shift in strategy in this segment to focus on niche products with higher margins. Importantly, during the second quarter of fiscal 2018, we were awarded an initial $11.7 million order to provide several thousand of our next generation MT-2025 mobile satellite transceivers to support the BFT-2 system. The BFT-2 system, which is part of the U.S. Army's JBC-P program, provides global real-time situational awareness and networking capabilities for U.S. warfighters and is the successor to the BFT-1 system. Initial shipments of transceivers are expected to start during our fourth quarter of fiscal 2018. Additional orders for our MT-2025 are expected.

During the second quarter of fiscal 2018, we were also awarded a three-year $123.6 million contract from the U.S. Army to provide ongoing sustainment support services for the AN/TSC-198A SNAP (Secret Internet Protocol Router (“SIPR”) and Non-classified Internet Protocol Router (“NIPR”) Access Point), Very Small Aperture Terminals (“VSATs”). SNAP terminals provide quick and mobile satellite communications capability to personnel in the field and Comtech will be the sole provider of these sustainment services. This contract is expected to be fully funded over the performance period. This was an important contract as we believe it will provide a base of relatively stable business in this segment for the next three years.


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Index

Although the timing of large contract awards makes it difficult to predict our book-to-bill ratio in any givenperiod-to- period we have a growing pipeline of opportunities and expect the book-to-bill ratio in this segment for fiscal 2018 to exceed 1.00. Given year-to-date order flow and expected new orders, we now anticipate that fiscal 2018 net sales for our Government Solutions segment will be slightly higher than the amount we achieved in fiscal 2017, as compared to our prior estimate in which we estimated net sales to be lower.

Bookings, sales and profitability in our Government Solutions segment can fluctuate dramatically from period-to-period due to many factors, including unpredictable funding, deployment and technology decisions by our U.S. and international government customers. Period-to-period fluctuations in bookings are normal for this segment. As such, period-to- period comparisons of our results may not be indicative of a trend or future performance. Terrestrial and Wireless Networks Net sales in our Terrestrial and Wireless Networks segment were $55.6 million for the three months ended January 31, 2024, as compared to $53.3 million for the three months ended January 31, 2023, an increase of $2.3 million, or 4.3%. Related segment net sales for the three months ended January 31, 2024 primarily reflect higher net sales of our NG-911 and call handling services, offset in part by lower net sales of our location-based solutions. Our Terrestrial and Wireless Networks segment represented 41.4% of consolidated net sales for the three months ended January 31, 2024 as compared to 39.9% for the three months ended January 31, 2023. Our book-to-bill ratio (a measure defined as bookings divided by net sales) in this segment for the three months ended January 31, 2024 was 1.33x. Bookings, sales and profitability in our Terrestrial and Wireless Networks segment can fluctuate from period-to-period due to many factors, including changes in the general business environment and timing of our receipt of large, multi-year NG-911 contracts. Period-to-period fluctuations in bookings are normal for this segment. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.

Geography and Customer Type
Sales by geography and customer type, as a percentage of related sales, for the three months ended January 31, 20182024 and 20172023 are as follows:
  Three months ended January 31,
  2018 2017 2018 2017 2018 2017
  Commercial Solutions Government Solutions Consolidated
U.S. government 14.7% 11.2% 61.7% 62.2% 31.5% 32.1%
Domestic 55.6% 51.2% 17.7% 13.6% 42.0% 35.8%
Total U.S. 70.3% 62.4% 79.4% 75.8% 73.5% 67.9%
             
International 29.7% 37.6% 20.6% 24.2% 26.5% 32.1%
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Three months ended January 31, 2024 2023 2024 2023 2024 2023 Satellite and Space Communications Terrestrial and Wireless Networks Consolidated U.S. government 53.1 % 48.4 % 1.0 % 1.8 % 31.5 % 29.8 % Domestic 11.2 % 18.0 % 87.8 % 90.0 % 42.9 % 46.7 % Total U.S. 64.3 % 66.4 % 88.8 % 91.8 % 74.4 % 76.5 % International 35.7 % 33.6 % 11.2 % 8.2 % 25.6 % 23.5 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Sales to U.S. government customers include sales to the U.S. Department of Defense ("DoD"), intelligence and civilian agencies, as well as sales directly to or through prime contractors.

Domestic sales include sales to commercial customers, as well as to U.S. state and local governments. For the three months ended January 31, 2024, except for the U.S. government, there were no customers that represented more than 10% of consolidated net sales. Included in domestic sales are sales to Verizon, Communications Inc. ("Verizon"), which represented 10.5%accounted for 11.3% of consolidated net sales for the three months ended January 31, 2018. Sales to Verizon were less than 10.0% of consolidated net sales for the comparable prior year period.

2023. International sales for the three months ended January 31, 20182024 and 20172023 (which include sales to U.S. domestic companies for inclusion in products that are sold to international customers) were $35.4$34.3 million and $44.6$31.4 million, respectively. Except for the U.S., no individual country (including sales to U.S. domestic companies for inclusion in products that are sold to a foreign country) represented more than 10.0%10% of consolidated net sales for the three months ended January 31, 20182024 and 2017.2023. Index 44



Gross Profit. Gross profit was $50.8$43.2 million and $45.9 million for the three months ended January 31, 2018 as compared to $53.2 million for the three months ended January 31, 2017, a decrease of $2.4 million. This decrease in gross profit dollars was largely driven by lower net sales in our Government Solutions segment, including the absence of $2.5 million of BFT-1 intellectual property license fees, both of which are discussed above.2024 and 2023, respectively. Gross profit, as a percentage of consolidated net sales, was 38.0% for the three months ended January 31, 2018 as compared to 38.3% for the three months ended January 31, 2017. Excluding the $2.5 million of intellectual property license fees that we earned supporting the U.S. Army’s BFT-1 system, gross profit, as a percentage of consolidated net sales, for the three months ended January 31, 2017 would have been 37.1%. The increase from 37.1%2024 was 32.2% as compared to 38.0%34.3% for the three months ended January 31, 2023. Our gross profit (both in fiscal 2018 was primarily driven by favorabledollars and as a percentage of consolidated net sales) reflects overall product mix changes including a greater percentage(including the impact of our consolidatedthe PST Divestiture) and lower net sales during the second quarter of fiscal 2018 occurring in our Commercial Solutions segment. Our Commercial Solutions segment historically achieves higher gross margins than our Government Solutions segment.Satellite and Space Communications segment's satellite ground stations product line (including X/Y steerable antennas), as discussed above. Gross profit, as a percentage of related segment net sales, is further discussed below.

Our Commercial SolutionsSatellite and Space Communications segment's gross profit, as a percentage of related segment net sales, for the three months ended January 31, 2018 was higher than2024 decreased in comparison to the comparable prior year period.three months ended January 31, 2023. The increase was primarily due to higher net sales and overall favorable product mix changes duringgross profit percentage in the most recent fiscal quarter. We expect gross profitthree-month period reflects changes in this segment,products and services mix and lower sales volume in our satellite ground stations product line (including X/Y steerable antennas), as a percentage of related fiscal 2018 net sales, to be comparable to the percentage achieved in fiscal 2017.


36


Index

discussed above. Our Government SolutionsTerrestrial and Wireless Networks segment's gross profit, as a percentage of related segment net sales, for the three months ended January 31, 2018 was lower than2024 decreased in comparison to the comparable prior year period.three months ended January 31, 2023. The decrease was primarily driven by lower net sales, particularly significantly lower net sales of over-the-horizon microwave systems products. In addition, our gross profit during ourpercentage in the most recent quarterthree-month period reflects an absence of $2.5 million of BFT-1 intellectual property license fees,changes in products and services mix, as discussed above. Given the absence of BFT-1 intellectual property license fees in fiscal 2018, we expect gross profit in this segment, both in dollars and as a percentage of related net sales, to be lower than the respective metrics achieved in fiscal 2017. However, over-time, we believe the implementation of our strategy of shifting our Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for our niche solutions will result in higher gross margins in this segment.

Included in consolidated cost of sales for the three months ended January 31, 20182024 and 20172023 are provisions for excess and obsolete inventory of $1.7$1.4 million and $0.4 million, respectively. As discussed in "Item"Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Provisions for Excess and Obsolete Inventory," we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage assumptions.

Because ourtrends. Our consolidated gross profit, as a percentage of consolidated net sales, depends on the volume of sales, sales mix and related gross profit for each individual segment, itand therefore is inherently difficult to forecast. Nevertheless, based on expected bookings, the anticipated timing of our performance on orders and the absence of the BFT-1 intellectual property license fees, we currently expect our consolidated gross profit, as a percentage of consolidated net sales, for fiscal 2018 to be slightly lower than the percentage we achieved in fiscal 2017.

Selling, General and Administrative Expenses.Expenses. Selling, general and administrative expenses were$27.2 $30.3 million and $31.0$28.9 million for the three months ended January 31, 20182024 and 2017, respectively, representing a decrease of $3.8 million.2023, respectively. As a percentage of consolidated net sales, selling, general and administrative expenses were 20.3%22.6% and 22.3%21.6% for the three months ended January 31, 20182024 and 2017,2023, respectively. The decreaseDuring the three months ended January 31, 2024 and 2023, we incurred $2.7 million and $1.5 million, respectively, of restructuring costs primarily to streamline our operations and improve efficiency (including severance and costs related to the relocation of certain of our satellite ground station production facilities to our 146,000 square foot facility in spending, both in dollarsChandler, Arizona), as well as to complete the PST Divestiture. Excluding restructuring costs, selling, general and as a percentageadministrative expenses for the three months ended January 31, 2024 and 2023 would have been comparable at $27.6 million, or 20.5%, and $27.4 million, or 20.5%, respectively, of consolidated net sales, is primarily attributable to lower net sales, as discussed above, and the benefit of cost reduction actions previously initiated.

sales. Amortization of stock-based compensation expense recorded as selling, general and administrative expenses was $2.0 million in the three months ended January 31, 2024 as compared to $1.0 million in the three months ended January 31, 2023. Amortization of stock-based compensation is not allocated to our two reportable operating segments. Research and $0.9Development Expenses. Research and development expenses were $6.8 million and $12.4 million for the three months ended January 31, 20182024 and 2017,2023, respectively.

Based on our current spending plans, we expect fiscal 2018 selling, general and administrative expenses, as a percentage of consolidated net sales, to be comparable to fiscal 2017.

Research and Development Expenses.Research and development expenses were $13.4 million and $13.3 million for the three months ended January 31, 2018 and 2017, respectively, representing an increase of $0.1 million, or 0.8%. As a percentage of consolidated net sales, research and development expenses were 10.0%5.1% and 9.6%9.3% for the three months ended January 31, 20182024 and 2017,2023, respectively. The increase, as a percentage of consolidated net sales, was due primarily to the lower net sales during the most recent fiscal quarter, as discussed above.

For the three months ended January 31, 20182024 and 2017,2023, research and development expenses of $11.4$4.2 million and $11.0$5.6 million, respectively, related to our Commercial SolutionsSatellite and Space Communications segment, and $2.0$2.5 million and $2.2$6.7 million, respectively, related to our Government SolutionsTerrestrial and Wireless Networks segment. The remaining research and development expenses of$0.1 $0.1 million forin both the three months ended January 31, 20182024 and 2017,2023, respectively, related to the amortization of stock-based compensation expense. Lower research and development expenses were driven by our One Comtech initiative and prioritization of resources across various programs. During the three months ended January 31, 2024 and 2023, we incurred $1.0 million and $0.7 million, respectively, of strategic emerging technology costs in our Satellite and Space Communications segment for next-generation satellite technology to advance our solutions offerings to be used with new broadband satellite constellations. We are evaluating this new market in relation to our long-term business strategies, and we may incur additional costs in the future. Index 45



Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During the three months ended January 31, 20182024 and 2017,2023, customers reimbursed us$3.9 $2.5 million and $7.8$3.4 million, respectively, which is not reflected in the reported research and development expenses but is included in consolidated net sales with the related costs included in cost of sales.

Despite the period-to-period decrease in net sales, we continue to invest in enhancements to existing products as well as in new products across almost all of our product lines. Based on our current spending plans, we expect fiscal 2018 research and development expenses, as a percentage of consolidated net sales, to be comparable to fiscal 2017.

Amortization of Intangibles. Amortization relating to intangible assets with finite lives for both the three months ended January 31, 2024 and 2023 was $5.3 million (of which$4.4 $1.7 million was for the Commercial SolutionsSatellite and Space Communications segment and $0.8$3.6 million was for the Government SolutionsTerrestrial and Wireless Networks segment). Gain on Business Divestiture, Net. On November 7, 2023, we completed the PST Divestiture and recorded an estimated gain of $2.2 million in the second quarter of fiscal 2024. There was no similar gain in the corresponding period of the prior year. Operating Income (Loss). Operating income (loss) for the three months ended January 31, 20182024 and $6.02023 was $3.0 million (of which $4.4and $(0.8) million, was for the Commercial Solutions segment and $1.6 million was for the Government Solutions segment) for the three months ended January 31, 2017. The decrease is a result of certain intangibles that became fully amortized in fiscal 2017. As such, we anticipate amortization of intangibles in fiscal 2018, in dollars, to be lower than in fiscal 2017.

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Index


Settlement of Intellectual Property Litigation. During the three months ended January 31, 2017, we recorded a favorable adjustment to operating income of $10.0 million, net of estimated legal fees, to reflect a lower loss than originally estimated for a TCS intellectual property matter which was settled during that period. There was no comparable adjustment in the three months ended January 31, 2018.

Operating Income. Operating income for the three months ended January 31, 2018 was$4.9 million as compared to $12.8 million for the three months ended January 31, 2017.respectively. Operating income (loss) by reportable segment is shown in the table below:
  Three months ended January 31,
  2018 2017 2018 2017 2018 2017 2018 2017
($ in millions) Commercial Solutions Government Solutions Unallocated Consolidated
Operating income (loss) $8.9
 5.9
 (0.3) 2.3
 (3.7) 4.6
 $4.9
 12.8
Percentage of related net sales 10.4% 7.2% (0.6)% 4.0% NA
 NA
 3.7% 9.2%

The increase during the most recent fiscal quarter in our Commercial Solutions segment’s operating income, in dollars and as a percentage of related segment net sales, was primarily due to higher net sales, overall favorable product mix changes and the benefit of cost reduction actions previously initiated, as discussed above. We expect fiscal 2018 operating income in our Commercial Solutions segment, in dollars and as a percentage of related segment net sales, to increase as compared to fiscal 2017.

The expected operating loss in our Government Solutions segment during the three Three months ended January 31, 2018 was driven by lower2024 2023 2024 2023 2024 2023 2024 2023 ($ in millions) Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Consolidated Operating income (loss) $ 1.9 3.3 8.1 3.3 (7.0) (7.4) $ 3.0 (0.8) Percentage of related net sales most notably significantly lower over-the-horizon microwave systems sales and the absence of $2.5 million of BFT-1 intellectual property license fees, as discussed above. Given our expectations that sales of over-the-horizon microwave systems will increase during the third and fourth fiscal quarters, we anticipate achieving positive operating income in this segment in each of those quarters, with the fourth quarter expected to be the peak quarter. In addition, we have made, and continue to make, cost reductions in this segment. As such, operating income for this segment, in dollars and as a percentage of related segment net sales, is expected to be higher in fiscal 2018 than in fiscal 2017.

Unallocated operating expenses for the three months ended January 31, 2018 were $3.7 million as compared to2.4 % 4.1 % 14.6 % 6.2 % NA NA 2.2 % NA Our GAAP operating income of $4.6$3.0 million for the three months ended January 31, 2017 (which includes2024 reflects: (i) $5.3 million of amortization of intangibles; (ii) $2.7 million of restructuring costs (of which $1.5 million and $1.3 million related to our Satellite and Space Communications and Unallocated segments, respectively); (iii) $2.2 million of amortization of stock-based compensation; (iv) $1.0 million of strategic emerging technology costs; (v) $0.2 million of amortization of cost to fulfill assets, and (vi) a favorable adjustment of $10.0$2.2 million estimated gain on the PST Divestiture reported in our Unallocated segment, as discussed above).above. Excluding such items, our consolidated operating income for the $10.0 million adjustment, unallocated operating expensesthree months ended January 31, 2024 would have been $5.4$12.2 million. Our GAAP operating loss of $0.8 million for the three months ended January 31, 2017.2023 reflects: (i) $5.3 million of amortization of intangibles; (ii) $1.5 million of restructuring costs (of which $1.1 million and $0.5 million related to our Satellite and Space Communications and Unallocated segments, respectively); (iii) $1.3 million of amortization of stock-based compensation; (iv) $0.7 million of strategic emerging technology costs; and (v) $0.2 million of amortization of cost to fulfill assets, as discussed above. Excluding such items, our consolidated operating income for the three months ended January 31, 2023 would have been $8.4 million. The decreaseincrease in operating income, excluding the above items, from $5.4$8.4 million to $3.7$12.2 million primarilyfor the most recent period reflects lower research and development expenses in both of our reportable operating segments and the benefit of cost reduction actions previously initiated.

our One Comtech lean initiatives, offset in part by a lower consolidated gross profit percentage, as discussed above. Operating income (loss) by reportable segment is further discussed below. The decrease in our Satellite and Space Communications segment operating income, both in dollars and as a percentage of the related segment net sales, for the three months ended January 31, 2024 was driven primarily by a decrease in related segment net sales and gross profit percentage, as discussed above. The increase in our Terrestrial and Wireless Networks segment operating income, both in dollars and as a percentage of the related segment net sales, for the three months ended January 31, 2024 was driven primarily by higher related segment net sales, lower research and development costs and our One Comtech lean initiatives, offset in part by a lower gross profit percentage, as discussed above. Excluding the gain on the PST Divestiture and the impact of its respective portion of restructuring charges in each period, Unallocated expenses for the three months ended January 31, 2018 and 2017 include amortization of stock-based compensation of $1.12024 would have been $7.9 million, and $1.0 million, respectively. Amortization of stock-based compensation expense can fluctuate from period-to-period based on the type and timing of stock-based awards. Based on the type of awards currently outstanding and awards expected to be issued in future periods, amortization of stock-based compensation is expected to be higher in fiscal 2018 than in fiscal 2017.

Looking forward, our unallocated operating expenses in fiscal 2018 are expected to significantly increase as compared to the $5.6 million of unallocated operating expenses for fiscal 2017. During fiscal 2017, unallocated operating expenses were offset by a number of favorable adjustments throughout the fiscal year, which aggregated $18.8 million and which are more fully discussed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2017, as filed with the SEC. Excluding the $18.8 million of favorable adjustments, unallocated operating expenses in fiscal 2017 would have been $24.4 million. Given our expected sales growth on a consolidated basis in fiscal 2018 and current spending plans, our unallocated operating expenses in fiscal 2018 are expected to be comparable to fiscal 2017 unallocated operating expenses of $24.4 million, prior to the favorable adjustments discussed above.

On a consolidated basis, we are targeting to achieve operating income, as a percentage of net sales, of approximately 5.0% in fiscal 2018, which compares favorably with the 3.3% of consolidated net sales we achieved in fiscal 2017 (excluding the $18.8 million of favorable adjustments to operating income discussed above). Consolidated operating income, as a percentage of expected consolidated third quarter fiscal 2018 net sales, is expected to approximate 4.0% and increase significantly in the fourth quarter of fiscal 2018.

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Index

Interest Expense. Interest expense was $2.5 million and $2.9$6.9 million for the three months ended January 31, 20182023. The increase in Unallocated expenses, excluding such items, was primarily due to our One Comtech initiatives. Index 46


Interest Expense and 2017,Other. Interest expense was $5.3 million and $3.8 million for the three months ended January 31, 2024 and 2023, respectively. The declineincrease is primarily due to a higher average debt balance outstanding during the more recent period, a general rise in interest expense primarily reflects lower total indebtedness, which declined from $253.8 millionrates as of January 31, 2017compared to $198.3 millionthe prior year period, as of January 31, 2018. Interest expense for both periods primarily reflectswell as higher interest onrates under our Secured Credit Facility as amended. Based on the type, terms, amount of outstanding debt (including capital leases) and current interest rates,that we estimate that ourentered into in November 2022. Our effective interest rate (including amortization of deferred financing costs) will approximate 5.3% in fiscal 2018.the three months ended January 31, 2024 was approximately 11.3%, as compared to 8.8% in the prior year period. Our actualcurrent cash borrowing rate (which excludes the amortization of deferred financing costs) currentlyunder our Credit Facility approximates 4.0%.

9.4%, as compared to 8.4% in the prior year period. Interest (Income) and Other. Interest (income) and other for both the three months ended January 31, 20182024 and 20172023 was nominal. All of our available cash and cash equivalents are currently invested in bank deposits and money market deposit accounts which, at this time, are currently yielding a blended annualan immaterial interest rate of approximately 0.63%.

(Benefit From)rate. Provision Forfor (Benefit from) Income Taxes.Our benefit from income taxes during the three months ended January 31, 2018 was $13.3 million. During the second quarter of fiscal 2018, we recorded an estimated net discrete tax benefit of $14.0 million, resulting from the passage of Tax Reform which required us to remeasure our deferred tax assets and liabilities (including liabilities associated with the non-deductible amortization related to our intangible assets). Excluding this net discrete tax benefit, our effective tax rate in fiscal 2018 is estimated to be 27.75% as compared to our prior estimate of 34.5%. The reduction in our fiscal 2018 estimate is attributable to the benefit related to the reduction of the statutory income tax rate from 35.0% to 21.0%, or a blended income tax rate of approximately 27.0%. For the three months ended January 31, 2017,2024, we recorded tax expense of $7.4 million, as compared to a provision for income taxestax benefit of $3.5$0.2 million which reflected anin the three months ended January 31, 2023. Our effective tax rate (excluding discrete tax items) for the three months ended January 31, 2024 and 2023 was (52.0)% and 11.0%, respectively. The change in rate from 11% to (52.0)% is primarily due to changes in expected product and geographic mix. For purposes of 34.6%.

Net Income. determining our (52.0)% estimated annual effective tax rate for fiscal 2024, the estimated gain on the PST Divestiture is considered a significant, unusual or infrequently occurring discrete tax item and is excluded from the computation of our effective tax rate. For purposes of determining our 11.0% estimated annual effective tax rate for fiscal 2023, CEO transition costs are considered significant, unusual or infrequently occurring discrete tax items and are excluded from the computation of our effective tax rate. During the three months ended January 31, 2018, consolidated2024, we recorded a net income was $15.8discrete tax benefit of $0.3 million as comparedprimarily related to $6.6 million duringthe PST Divestiture. During the three months ended January 31, 2017.2023, we recorded a net discrete tax expense of $0.1 million, primarily related to the settlement of stock-based awards, partially offset by the finalization of certain tax accounts in connection with our fiscal 2022 Canadian income tax returns. Our U.S. federal income tax returns for fiscal 2020 through 2022 are subject to potential future Internal Revenue Service ("IRS") audit. None of our state income tax returns prior to fiscal 2019 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition. Net Loss Attributable to Common Stockholders. During the three months ended January 31, 2024 and 2023, consolidated net loss attributable to common stockholders was $30.5 million and $6.5 million, respectively. The more recent period included $17.9 million of charges specifically related to the exchange of our Series A-1 Convertible Preferred Stock for Series B Convertible Preferred Stock on January 22, 2024 and a $2.2 million estimated gain on the PST Divestiture. Index 47



Adjusted EBITDA. Adjusted EBITDA (both in dollars and as a percentage of related net sales) for both the three months ended January 31, 20182024 and 20172023 are shown in the table below with a reconciliation to net income (loss) (numbers in the table may not foot due to rounding): Three months ended January 31, 2024 2023 2024 2023 2024 2023 2024 2023 ($ in millions) Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Consolidated Net (loss) income $ (0.5) 3.1 7.6 3.6 (17.7) (11.5) $ (10.6) (4.8) Provision for (benefit from) income taxes 0.3 (0.4) 0.7 (0.1) 6.3 0.3 7.4 (0.2) Interest (income) and other 1.1 0.6 (0.2) (0.1) — — 0.9 0.5 Interest expense 0.9 — — — 4.4 3.8 5.3 3.8 Amortization of stock-based compensation — — — — 2.2 1.3 2.2 1.3 Amortization of intangibles 1.7 1.8 3.6 3.5 — — 5.3 5.3 Depreciation 0.9 1.0 2.0 1.9 0.1 — 2.9 3.0 Amortization of cost to fulfill assets 0.2 0.2 — — — — 0.2 0.2 Restructuring costs 1.5 1.1 — — 1.3 0.5 2.7 1.5 Strategic emerging technology costs 1.0 0.7 — — — — 1.0 0.7 Gain on business divestiture, net — — — — (2.2) — (2.2) — Adjusted EBITDA $ 7.1 8.2 13.7 8.8 (5.7) (5.7) $ 15.1 11.3 Percentage of related net sales 9.0 % 10.2 % 24.7 % 16.5 % NA NA 11.3 % 8.5 % The increase in consolidated Adjusted EBITDA, both in dollars and as a percentage of consolidated net sales, for the three months ended January 31, 2024 as compared to the three months ended January 31, 2023 reflects lower research and development expenses in both of our reportable operating segments and the benefit of our One Comtech lean initiatives, offset in part by a lower consolidated gross profit percentage, as discussed above. The decrease in our Satellite and Space Communications segment's Adjusted EBITDA, both in dollars and as a percentage of related segment net sales, is primarily due to a decrease in related segment net sales and gross profit percentage, as discussed above. The increase in our Terrestrial and Wireless Networks segment's Adjusted EBITDA, both in dollars and as a percentage of related segment net sales, is primarily due to higher related segment net sales, lower research and development expenses and our One Comtech lean initiatives, offset in part by a lower gross profit percentage, as discussed above. Index 48


A reconciliation of our fiscal 2023 GAAP Net Loss to Adjusted EBITDA is shown in the table below (numbers in the table may not foot due to rounding):

  Three months ended January 31,
  2018 2017 2018 2017 2018 2017 2018 2017
($ in millions) Commercial Solutions Government Solutions Unallocated Consolidated
Net income (loss) $9.0
 5.7
 (0.3) 2.4
 7.1
 (1.5) $15.8
 6.6
Provision for (benefit from) income taxes 
 0.1
 
 
 (13.3) 3.4
 (13.3) 3.5
Interest (income) and other expenses (0.1) (0.1) 
 
 
 
 
 (0.1)
Interest expense 
 0.1
 
 
 2.5
 2.8
 2.5
 2.9
Amortization of stock-based compensation 
 
 
 
 1.1
 1.0
 1.1
 1.0
Amortization of intangibles 4.4
 4.4
 0.8
 1.6
 
 
 5.3
 6.0
Depreciation 2.5
 2.4
 0.6
 0.8
 0.3
 0.4
 3.3
 3.6
Settlement of intellectual property litigation 
 
 
 
 
 (10.0) 
 (10.0)
Adjusted EBITDA $15.8
 12.7
 1.1
 4.7
 (2.4) (3.9) $14.5
 13.5
Percentage of related net sales 18.4% 15.5% 2.4% 8.3% NA
 NA
 10.9% 9.7%

The increase ($ in consolidatedmillions) Fiscal Year 2023 Reconciliation of GAAP Net Loss to Adjusted EBITDA: Net loss $ (26.9) Benefit from income taxes (3.9) Interest expense 15.0 Interest (income) and other 1.2 Amortization of stock-based compensation 10.1 Amortization of intangibles 21.4 Depreciation 11.9 Amortization of cost to fulfill assets 1.0 Restructuring costs 10.9 Strategic emerging technology costs 3.8 CEO transition costs 9.1 Adjusted EBITDA during the three months ended January 31, 2018 as compared to the three months ended January 31, 2017 was primarily attributable to overall product mix changes (including a higher percentage of consolidated net sales occurring in the Commercial Solutions segment as compared to the prior year period) and lower unallocated expenses, all of which are discussed above.

The increase in our Commercial Solutions segment's Adjusted EBITDA, in dollars and as a percentage of related segment net sales, during the most recent fiscal quarter was primarily due to higher net sales, overall favorable product mix changes and the benefit of cost reduction actions previously initiated, as discussed above.


39



The decrease in our Government Solutions segment's Adjusted EBITDA, in dollars and as a percentage of related segment net sales, during the most recent fiscal quarter was primarily driven by lower net sales, most notably significantly lower sales of over-the-horizon microwave systems products and the absence of $2.5 million of BFT-1 intellectual property license fees, as discussed above. An anticipated increase in this segment’s sales during each of the third and fourth quarters of fiscal 2018 is expected to drive an increase in Adjusted EBITDA, in both dollars and as a percentage of related segment net sales, from the level we achieved in our most recent quarter.
Looking forward, we anticipate Adjusted EBITDA for the third quarter of fiscal 2018, as a percentage of consolidated net sales, to approximate 11.0% and increase significantly in the fourth quarter. Given our year-to-date performance, we are increasing our targeted fiscal 2018 Adjusted EBITDA to grow by approximately 5.0% over the $70.7 million we achieved in fiscal 2017. In addition, despite the absence of $6.7 million of BFT-1 intellectual property license fees (which we no longer earn given the expiration of such contract in March 2017), we expect Adjusted EBITDA, as a percentage of fiscal 2018 consolidated net sales, to be comparable to the 12.8% we achieved in fiscal 2017. We believe these targeted financial metrics demonstrate the strength of our business. If order flow remains strong and we are able to achieve all of our fiscal 2018 business goals, it is possible that our targeted fiscal 2018 Adjusted EBITDA financial metrics could be higher.

A reconciliation of our fiscal 2017 GAAP Net Income to Adjusted EBITDA of $70.7 million is shown in the table below:
($ in millions)Fiscal Year 2017
Reconciliation of GAAP Net Income to Adjusted EBITDA: 
Net income$15.8
Income taxes9.7
Interest (income) and other expense(0.1)
Interest expense11.6
Amortization of stock-based compensation8.5
Amortization of intangibles22.8
Depreciation14.4
Settlement of intellectual property litigation(12.0)
Adjusted EBITDA$70.7
$ 53.5 Our Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before interest, income taxes, interest (income) and otherdepreciation expense, interest expense,amortization of intangibles, amortization of stock-based compensation, amortization of intangibles, depreciation expense, settlementcost to fulfill assets, restructuring costs, strategic emerging technology costs (for next-generation satellite technology), change in fair value of intellectual property litigation,the Series A convertible preferred stock purchase option liability, write-off of deferred financing costs, acquisition plan expenses, orCOVID-19 related costs, facility exit costs, CEO transition costs, proxy solicitation costs and strategic alternatives analysis expenses and other. OurAlthough closely aligned, our definition of Adjusted EBITDA is different than the Consolidated EBITDA (as such term is defined in our Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted 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 our investors and analysts. We believe that investors and analysts may use Adjusted EBITDA, along with other information contained in our SEC filings, including GAAP measures, in assessing our performance and comparability of our results with other companies. Our Non- GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described herein and also excludes the effects of our outstanding convertible preferred stock. These Non-GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct our 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 measures in the above table,tables presented herein, 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 our SEC filings. We have not quantitatively reconciled our fiscal 20182024 Adjusted EBITDA targetoutlook 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 our 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 our financial results. Index 49



Reconciliations of our GAAP consolidated operating income (loss), net loss attributable to common stockholders and net loss per diluted common share for the three months ended January 31, 2024 and 2023 to the corresponding Non-GAAP measures are shown in the tables below (numbers and per share amounts in the tables may not foot due to rounding). Non-GAAP net (loss) income attributable to common stockholders and non-GAAP net (loss) income per diluted common share reflect Non- GAAP provisions for income taxes based on year-to-date results, as adjusted for the Non-GAAP reconciling items included in the tables below. We evaluate our Non-GAAP effective income tax rate on an ongoing basis, and it can change from time to time. Our Non-GAAP effective income tax rate can differ materially from our GAAP effective income tax rate. In addition, due to the GAAP net loss for the period, Non-GAAP net income per diluted common share for the three months ended January 31, 2023 was computed using weighted average diluted shares outstanding of 28,361,000 during the period. Three months ended January 31, 2024 ($ in millions, except for per share amount) Operating Income Net Loss Attributable to Common Stockholders Net Loss per Diluted Common Share Reconciliation of GAAP to Non-GAAP Earnings: GAAP measures, as reported $ 3.0 $ (30.5) $ (1.07) Loss on extinguishment of convertible preferred stock — 13.6 0.48 Adjustments to reflect redemption value of convertible preferred stock — 6.3 0.22 Amortization of intangibles 5.3 4.1 0.14 Restructuring costs 2.7 2.1 0.07 Amortization of stock-based compensation 2.2 1.7 0.06 Strategic emerging technology costs 1.0 0.8 0.03 Amortization of costs to fulfill assets 0.2 0.2 0.01 Gain on business divestiture, net (2.2) (2.9) (0.10) Net discrete tax expense — 0.4 0.01 Non-GAAP measures $ 12.2 $ (4.2) $ (0.15) Three months ended January 31, 2023 ($ in millions, except for per share amount) Operating (Loss) Income Net (Loss) Income Attributable to Common Stockholders Net (Loss) Income per Diluted Common Share Reconciliation of GAAP to Non-GAAP Earnings: GAAP measures, as reported $ (0.8) $ (6.5) $ (0.23) Adjustments to reflect redemption value of convertible preferred stock — 1.7 0.06 Amortization of intangibles 5.3 4.1 0.15 Restructuring costs 1.5 1.2 0.04 Amortization of stock-based compensation 1.3 1.0 0.03 Strategic emerging technology costs 0.7 0.7 0.02 Amortization of costs to fulfill assets 0.2 0.2 0.01 Net discrete tax expense — 0.1 — Non-GAAP measures $ 8.4 $ 2.5 $ 0.09 Index 50



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Index

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JANUARY 31, 20182024 AND JANUARY 31, 2017

2023 Net Sales. Consolidated net sales were $255.3$286.1 million and $274.8$264.9 million for the six months ended January 31, 20182024 and 2017,2023, respectively, representing a decreasean increase of $19.5$21.2 million, or 7.1%8.0%. The period-over-period decreaseincrease in consolidated net sales was due primarily to lower net sales in our Government Solutions segment, partially offset byreflects significantly higher net sales in our Commercial Solutions segment. NetSatellite and Space Communications segment, as further discussed below. Although higher than last year, net sales during our second quarter of fiscal 2024, primarily in our Satellite and Space Communications segment, reflect delays in the timing of our receipt of and performance on orders, principally a result of the challenging business conditions giving rise to our going concern disclosures in early December 2023, which we believe temporarily slowed down our receipt of orders from customers, as well as components from suppliers. While we have worked to resolve such conditions, for example, by operatingsubstantially reducing the level of accounts payables around quarter end, such challenging business conditions during December 2023 and January 2024 resulted in our performance on orders shifting to the third quarter (and in some cases fourth quarter) of fiscal 2024. Also, net sales in our Satellite and Space Communications segment are discussed below.

Commercial Solutions
for the second quarter of fiscal 2024 reflect the PST Divestiture. Satellite and Space Communications Net sales in our Commercial SolutionsSatellite and Space Communications segment were $161.9$181.0 million for the six months ended January 31, 2018,2024 as compared to $158.3$161.3 million for the six months ended January 31, 2017,2023, an increase of $3.6$19.7 million or 2.3%12.2%. Related segment net sales for the six months ended January 31, 2024 primarily reflect significantly higher net sales of our troposcatter and SATCOM solutions to U.S. government customers (including progress toward delivering next-generation troposcatter terminals to the U.S. Marine Corps and U.S. Army). Our Commercial SolutionsSatellite and Space Communications segment represented 63.4%63.3% of consolidated net sales for the six months ended January 31, 20182024 as compared to 57.6%60.9% for the six months ended January 31, 2017.

Bookings during the six month period in fiscal 2018 were strong and reflect strength in almost all of our Commercial Solutions product lines.2023. Our book-to-bill ratio (a measure defined as bookings divided by net sales) in this segment for the six months ended January 31, 20182024 was 1.66. As further discussed below, we have a growing pipeline of opportunities and expect that the book-to-bill ratio in this segment will exceed 1.00 for fiscal 2018.

Net sales of our satellite earth station products (which include satellite modems and solid-state power amplifiers ("SSPAs")) during the six months ended January 31, 2018 were higher than the six months ended January 31, 2017. Market conditions overall for this product line continue to improve. We continue to see increased interest from U.S. government customers for our satellite earth station products and believe sales to U.S. government customers will noticeably improve in fiscal 2018 as compared to fiscal 2017. For example, during the six months ended January 31, 2018, we received a multi-year follow-on contract with a potential value of up to $19.1 million to provide Space and Naval Warfare Systems Command ("SPAWAR") with Advanced Time Division Multiple Access ("TDMA") Interface Processor ("ATIP") production terminals.

Looking forward, we expect to receive another large contract from SPAWAR, which publicly announced its intention to sole-source a five year, indefinite delivery/indefinite quantity ("IDIQ") contract to procure our SLM-5650B satellite modems and upgrade kits. There are over eight hundred older generation modems currently utilized by multiple U.S. Navy programs and our new modems and related upgrade kits will meet critical Navy requirements. We believe no other competitor responded to the Navy’s Request for Proposal ("RFP"), and we have entered into contract negotiations with the related program office. We believe the customer has a pressing need for this equipment and during the six months ended January 31, 2018, SPAWAR awarded us a $2.3 million order to provide SLM-5650B satellite modems and upgrade kits. Although predicting the timing of large contract awards is always difficult, we expect a large contract to be awarded to us during the second half of our fiscal 2018, with some shipments starting in the fourth quarter of fiscal 2018.

Net sales of our satellite earth station products are expected to benefit in fiscal 2018 from anticipated orders for our HeightsTM Dynamic Network Access Technology ("HEIGHTS" or "HDNA"). We believe HEIGHTS is a revolutionary technology that is designed to deliver the highest Internet Protocol bits per Hertz in its class, as well as robust reliability. HEIGHTS has been and will continue to be a cornerstone of our future research and development efforts. As evidence of our commitment to this technology, we recently expanded our HEIGHTS offerings to include new and innovative remote gateways which allow the end customer the flexibility to choose between VSAT connectivity and true Single Channel Per Carrier (“SCPC”) mode. Although the sales cycle for this product line is longer than our historical satellite earth station product line sales cycle, to-date, we have announced several important customer wins for this product line and our pipeline of opportunities continues to grow. In addition to the benefit of incrementally higher sales of HEIGHTS solutions, fiscal 2018 sales are expected to benefit from strong sales of our SSPAs used in airborne, in-flight connectivity applications.



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Net sales during the six months ended January 31, 2018 of both enterprise technology solutions (such as our location and messaging platforms) and safety and security technology solutions (such as our wireless and next generation 911 ("NG911") platforms) were higher as compared to the net sales we achieved during the six months ended January 31, 2017. During the first six months of fiscal 2018, we were awarded a large multi-year strategic contract valued at $134.0 million to provide safety and security technology solutions to one of the largest wireless carriers in the U.S. As a result of this new contract, we will become the leading provider to this wireless carrier for E911 services for its nationwide 3G, 4G and 5G networks. Our advanced solutions provided to this carrier will support both current 911 infrastructure and NG911 networks which enable text messaging, image, data and video processing. This new contract, which was issued in the form of an amendment to an existing contract and previously received orders, resulted in a significant increase to our backlog. During the six months ended January 31, 2018, we also received an aggregate of $96.2 million of contracts from AT&T, which provide for a variety of safety and security technology and enterprise technology solutions including NG911 public safety Call Handling and Emergency Services IP Network ("ESInet") and E911 solutions. In addition, during the six months ended January 31, 2018, our enterprise technology solutions continue to gain traction, particularly in international markets. During the six months ended January 31, 2018, we received $3.8 million of orders from a major Middle East service provider for a complete suite of our location based services that will be used to support multiple application deployments, including mobile devices and Internet of Things. In our view, these contract awards validate that our enterprise technology solutions and safety and security technology solutions are more advanced, secure and reliable than any existing competitive technology. Overall market conditions remain favorable and we expect that aggregate net sales of these solutions in fiscal 2018 will be higher than in fiscal 2017.

Overall, we expect fiscal 2018 net sales in our Commercial Solutions segment to be higher than fiscal 2017.1.13x. Bookings, sales and profitability in our Commercial SolutionsSatellite and Space Communications segment can fluctuate substantially from period-to-period due to many factors, including changes in the general business environment. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.

Government Solutions
Net sales in our Government Solutions segment were $93.4 million for the six months ended January 31, 2018 as compared to $116.5 million for the six months ended January 31, 2017, a decrease of $23.1 million, or 19.8%. Our Government Solutions segment represented 36.6% of consolidated net sales for the six months ended January 31, 2018, as compared to 42.4% for the six months ended January 31, 2017.

The expected period-over-period decrease in net sales primarily reflects: (i) significantly lower net sales of over-the-horizon microwave systems products; (ii) the impact of our tactical shift in strategy away from bidding on large commodity service contracts and toward pursuing contracts for our niche solutions with higher margins; and (iii) the absence of $5.0 million of BFT-1 intellectual property license fees during the most recent six month period. Such decreases were offset, in part, by an increase in sales of our solid state high-power broadband amplifiers. The period-over-period sales decline of over-the-horizon microwave systems products resulted from the prior completion of performance related to previously awarded large contracts and a lengthy sales cycle for new potential orders. Despite the period-over-period decrease in net sales, bookings for this segment were strong and our book-to-bill ratio for the six months ended January 31, 2018 was 1.16. Backlog for this segment is at the highest level since our acquisition of TCS in February 2016.

Business activity in our over-the-horizon microwave systems product line is starting to pick-up. During the six months ended January 31, 2018, we received multi-million dollar contract awards from two international customers. As such, we expect sales of our over-the-horizon microwave systems products during each of the next two fiscal quarters will significantly increase as compared to the level we achieved in the first half of fiscal 2018. Although we are involved in discussions and negotiations related to large international and U.S. military over-the-horizon microwave systems opportunities, our Business Outlook for Fiscal 2018 includes only a nominal amount of revenues from these large potential awards.

We believe the types of orders we are winning recently validate our tactical shift in strategy in this segment to focus on niche products with higher margins. Importantly, during the six months ended January 31, 2018, we were awarded an initial $11.7 million order to provide several thousand of our next generation MT-2025 mobile satellite transceivers to support the BFT-2 system. The BFT-2 system, which is part of the U.S. Army's JBC-P program, provides global real-time situational awareness and networking capabilities for U.S. warfighters and is the successor to the BFT-1 system. Initial shipments of transceivers are expected to start during our fourth quarter of fiscal 2018. Additional orders for our MT-2025 are expected.


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During the six months ended January 31, 2018, we were also awarded a three-year $123.6 million contract from the U.S. Army to provide ongoing sustainment support services for the AN/TSC-198A SNAP (Secret Internet Protocol Router (“SIPR”) and Non-classified Internet Protocol Router (“NIPR”) Access Point), Very Small Aperture Terminals (“VSATs”). SNAP terminals provide quick and mobile satellite communications capability to personnel in the field and Comtech will be the sole provider of these sustainment services. This contract is expected to be fully funded over the performance period. This was an important contract as we believe it will provide a base of relatively stable business in this segment for the next three years.

Although the timing of large contract awards makes it difficult to predict our book-to-bill ratio in any givenperiod-to- period we have a growing pipeline of opportunities and expect the book-to-bill ratio in this segment for fiscal 2018 to exceed 1.00. Given year-to-date order flow and expected new orders, we now anticipate that fiscal 2018 net sales for our Government Solutions segment will be slightly higher than the amount we achieved in fiscal 2017, as compared to our prior estimate in which we estimated net sales to be lower.

Bookings, sales and profitability in our Government Solutions segment can fluctuate dramatically from period-to-period due to many factors, including unpredictable funding, deployment and technology decisions by our U.S. and international government customers. Period-to-period fluctuations in bookings are normal for this segment. As such, period-to- period comparisons of our results may not be indicative of a trend or future performance. Terrestrial and Wireless Networks Net sales in our Terrestrial and Wireless Networks segment were $105.1 million for the six months ended January 31, 2024, as compared to $103.6 million for the six months ended January 31, 2023, an increase of $1.5 million, or 1.4%. Related segment net sales for the six months ended January 31, 2024 primarily reflect higher net sales of our NG-911 and call handling services, offset in part by lower net sales of our location based solutions. Our Terrestrial and Wireless Networks segment represented 36.7% of consolidated net sales for the six months ended January 31, 2024 as compared to 39.1% for the six months ended January 31, 2023. Our book-to-bill ratio in this segment for the six months ended January 31, 2024 was 1.17x. Bookings, sales and profitability in our Terrestrial and Wireless Networks segment can fluctuate from period-to-period due to many factors, including changes in the general business environment and timing of our receipt of large, multi-year NG-911 contracts. Period-to-period fluctuations in bookings are normal for this segment. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance. Index 51



Geography and Customer Type
Sales by geography and customer type, as a percentage of related sales, for the six months ended January 31, 20182024 and 20172023 are as follows:
  Six months ended January 31,
  2018 2017 2018 2017 2018 2017
  Commercial Solutions Government Solutions Consolidated
U.S. government 15.2% 12.4% 61.1% 62.5% 32.0% 33.7%
Domestic 56.7% 53.7% 19.3% 12.7% 43.1% 36.3%
Total U.S. 71.9% 66.1% 80.4% 75.2% 75.1% 70.0%
             
International 28.1% 33.9% 19.6% 24.8% 24.9% 30.0%
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Six months ended January 31, 2024 2023 2024 2023 2024 2023 Satellite and Space Communications Terrestrial and Wireless Networks Consolidated U.S. government 52.3 % 49.6 % 1.1 % 1.9 % 33.5 % 30.9 % Domestic 13.7 % 18.4 % 89.4 % 90.8 % 41.5 % 46.7 % Total U.S. 66.0 % 68.0 % 90.5 % 92.7 % 75.0 % 77.6 % International 34.0 % 32.0 % 9.5 % 7.3 % 25.0 % 22.4 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Sales to U.S. government customers include sales to the U.S. Department of Defense ("DoD"),DoD, intelligence and civilian agencies, as well as sales directly to or through prime contractors.

Domestic sales include sales to commercial customers, as well as to U.S. state and local governments. IncludedFor the six months ended January 31, 2024, except for the U.S. government, there were no customers that represented more than 10% of consolidated net sales. For the six months ended January 31, 2023, included in domestic sales are sales to Verizon Communications Inc. ("Verizon"), which represented 11.1%accounted for 11.9% of consolidated net sales for the six months ended January 31, 2018. Sales to Verizon were less than 10.0% of consolidated net sales for the six months ended January 31, 2017.

sales. International sales for the six months ended January 31, 20182024 and 20172023 (which include sales to U.S. domestic companies for inclusion in products that are sold to international customers) were $63.7$71.5 million and $82.5$59.3 million, respectively. Except for the U.S., no individual country (including sales to U.S. domestic companies for inclusion in products that are sold to a foreign country) represented more than 10.0%10% of consolidated net sales for the six months ended January 31, 20182024 and 2017.

2023. Gross Profit. Gross profit was $98.5$91.1 million and $105.3$92.7 million for the six months ended January 31, 20182024 and 2017, respectively. The2023, respectively, a decrease of $6.8 million in gross profit dollars was largely driven by lower net sales in our Government Solutions segment, including the absence of $5.0 million of BFT-1 intellectual property license fees, both of which are discussed above.$1.6 million. Gross profit, as a percentage of consolidated net sales, increased from 38.3% for the six months ended January 31, 20172024 was 31.8% as compared to 38.6%35.0% for the six months ended January 31, 2018. The2023. Our gross profit (both in dollars and as a percentage of consolidated net sales) reflects an increase in gross profit percentage is largely attributable to a greater percentage of our consolidated net sales duringand overall product mix changes (including the six months ended January 31, 2018 occurringimpact of the PST Divestiture) and lower net sales in our Commercial Solutions segment, which historically achieves higher gross margins than our Government Solutions segment,Satellite and Space Communications segment's satellite ground stations product line (including X/Y steerable antennas), as well as a favorable warranty settlement during the six months ended January 31, 2018 that resulted in a $0.7 million reduction to cost of sales (which is reflected in our unallocated segment).discussed above. Gross profit, as a percentage of related segment net sales, is further discussed below.

Our Commercial SolutionsSatellite and Space Communications segment's gross profit, as a percentage of related segment net sales, for the six months ended January 31, 2018 was higher than2024 decreased in comparison to the comparable prior year period.six months ended January 31, 2023. The increase was primarily due to higher net sales and overall favorable product mix changes duringgross profit percentage in the most recent six month period. We expect gross profitthree-month period reflects changes in this segment,products and services mix and lower sales volume in our satellite ground stations product line (including X/Y steerable antennas), as a percentage of related segment net sales, for fiscal 2018 to be comparable to the percentage achieved in fiscal 2017.


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discussed above. Our Government SolutionsTerrestrial and Wireless Networks segment's gross profit, as a percentage of related segment net sales, for the six months ended January 31, 2018 was lower as compared2024 decreased in comparison to the six months ended January 31, 2017.2023. The decrease was primarily driven by lower net sales in this segment, particularly significantly lower net sales of over-the-horizon microwave systems products. In addition, our gross profit duringpercentage in the six months ended January 31, 2018most recent three-month period reflects an absence of $5.0 million of BFT-1 intellectual property license fees,changes in products and services mix, as discussed above. Given the absence of BFT-1 intellectual property license fees in fiscal 2018, we expect gross profit, both in dollars and as a percentage of related net sales, to be lower than the respective metrics achieved in fiscal 2017. However, over-time, we believe the implementation of our strategy of shifting our Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for our niche solutions will result in higher gross margins in this segment.

Included in consolidated cost of sales for the six months ended January 31, 20182024 and 20172023 are provisions for excess and obsolete inventory of $2.4$1.5 million and $1.1$1.3 million, respectively. As discussed in "Item"Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Provisions for Excess and Obsolete Inventory," we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage assumptions.

Because ourtrends. Our consolidated gross profit, as a percentage of consolidated net sales, depends on the volume of sales, sales mix and related gross profit for each individual segment, itand therefore is inherently difficult to forecast. Nevertheless, based on expected bookings, the anticipated timing of our performance on orders and the absence of the BFT-1 intellectual property license fees, we currently expect our consolidated gross profit, as a percentage of consolidated net sales, for fiscal 2018 to be slightly lower than the percentage we achieved in fiscal 2017.Index 52



Selling, General and Administrative Expenses.Expenses. Selling, general and administrative expenses were $55.7$63.0 million and $63.7$58.3 million for the six months ended January 31, 20182024 and 2017, respectively, representing a decrease of $8.0 million.2023, respectively. As a percentage of consolidated net sales, selling, general and administrative expenses were 21.8%22.0% for both the six months ended January 31, 2024 and 23.2%2023, respectively. During the six months ended January 31, 2024 and 2023, we incurred $6.4 million and $2.9 million of restructuring costs, respectively, primarily to streamline our operations and improve efficiency (including severance and costs related to the relocation of certain of our satellite ground station production facilities to our 146,000 square foot facility in Chandler, Arizona), as well as to complete the PST Divestiture. Excluding restructuring costs, selling, general and administrative expenses for the six months ended January 31, 20182024 and 2017, respectively.2023 would have been $56.6 million or 19.8% and $55.4 million or 20.9%, respectively, of consolidated net sales. The decrease in spending, both in dollarsour selling, general and administrative expenses, as a percentage of consolidated net sales, is primarily attributabledue to lowerhigher consolidated net sales during the more recent period, as discussed above, and the benefit of cost reduction actions previously initiated.

above. Amortization of stock-based compensation expense recorded as selling, general and administrative expenses was $1.6$4.2 million in the six months ended January 31, 2024 as compared to $1.7 million in the six months ended January 31, 2023. Amortization of stock-based compensation is not allocated to our two reportable operating segments. Research and Development Expenses. Research and development expenses were $14.7 million and $1.7$25.2 million for the six months ended January 31, 20182024 and 2017, respectively. The most recent six month period includes a $0.4 million reversal of stock-based compensation expense related to certain performance shares previously expected to be earned.

Based on our current spending plans, we expect fiscal 2018 selling, general and administrative expenses, as a percentage of consolidated net sales, to be comparable to fiscal 2017.

Research and Development Expenses.Research and development expenses were $27.2 million and $27.4 million for the six months ended January 31, 2018 and 2017,2023, respectively, representing a decrease of $0.2$10.5 million or 0.7%41.8%. As a percentage of consolidated net sales, research and development expenses were 10.7%5.1% and 10.0%9.5% for the six months ended January 31, 20182024 and 2017,2023, respectively. The increase, as a percentage of consolidated net sales, was due primarily to the lower net sales during the most recent six month period, as discussed above.

For the six months ended January 31, 20182024 and 2017,2023, research and development expenses of $23.2$8.9 million and $22.7$12.0 million, respectively, related to our Commercial SolutionsSatellite and Space Communications segment and $3.8$5.5 million and $4.5$13.0 million, respectively, related to our Government SolutionsTerrestrial and Wireless Networks segment. The remaining research and development expenses of $0.1$0.3 million and $0.2 million forin the six months ended January 31, 20182024 and 2017,2023, respectively, related to the amortization of stock-based compensation expense.

Lower research and development expenses were driven by our One Comtech initiative and prioritization of resources across various programs. During the six months ended January 31, 2024 and 2023, we incurred $2.3 million and $1.5 million, respectively, of strategic emerging technology costs in our Satellite and Space Communications segment for next-generation satellite technology to advance our solutions offerings to be used with new broadband satellite constellations. We are evaluating this new market in relation to our long-term business strategies, and we may incur additional costs in the future. Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During the six months ended January 31, 20182024 and 2017,2023, customers reimbursed us $8.2$6.5 million and $16.0$5.6 million, respectively, which is not reflected in the reported research and development expenses but is included in consolidated net sales with the related costs included in cost of sales.

Despite the period-to-period decrease in consolidated net sales, we continue to invest in enhancements to existing products as well as in new products across almost all of our product lines. Based on our current spending plans, we expect fiscal 2018 research and development expenses, as a percentage of consolidated net sales, to be comparable to fiscal 2017.


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Amortization of Intangibles. Amortization relating to intangible assets with finite lives was $10.5 million (of which $8.8 million was for the Commercial Solutions segment and $1.7 million was for the Government Solutions segment) for the six months ended January 31, 20182024 and $12.12023 was $10.6 million (of which $8.8$3.3 million was for the Commercial SolutionsSatellite and Space Communications segment and $3.2$7.2 million was for the Government SolutionsTerrestrial and Wireless Networks segment) and $10.7 million (of which $3.7 million was for the Satellite and Space Communications segment and $7.0 million was for the Terrestrial and Wireless Networks segment), respectively. Gain on Business Divestiture, net. On November 7, 2023, we completed the PST Divestiture and recorded an estimated gain of $2.2 million in the second quarter of fiscal 2024. There was no similar gain in the corresponding period of the prior year. CEO Transition Costs. On August 9, 2022, our Board of Directors appointed Ken Peterman as our Chairman of the Board, President and CEO. Transition costs related to our former President and CEO, Mr. Porcelain, pursuant to his separation agreement with the Company, were $7.4 million, of which $3.8 million related to the acceleration of unamortized stock-based compensation, with the remaining $3.6 million related to his severance payments and benefits upon termination of employment. The cash portion of the transition costs of $3.6 million was paid to Mr. Porcelain in October 2022. Also, in connection with Mr. Peterman entering into an employment agreement with the Company, effective as of August 9, 2022, we incurred a $1.0 million expense related to a cash sign-on bonus, which was paid in January 2023. CEO transition costs related to Mr. Porcelain and Mr. Peterman were expensed in our Unallocated segment during the first quarter of fiscal 2023. There were no similar costs incurred through the second quarter of fiscal 2024. Index 53


Operating Income (Loss). Operating income (loss) for the six months ended January 31, 2017. The decrease is a result of certain intangibles that became fully amortized in fiscal 2017. As such, we anticipate amortization of intangibles in fiscal 2018, in dollars, to be lower than in fiscal 2017.

Settlement of Intellectual Property Litigation. During the six months ended January 31, 2017, we recorded a favorable adjustment to operating income of $10.0 million, net of estimated legal fees, to reflect a lower loss than originally estimated for a TCS intellectual property matter which was settled during that period. There was no comparable adjustment in the six months ended January 31, 2018.

Operating Income. Operating income for the six months ended January 31, 20182024 and 2023 was $5.1 million as compared to $12.1and $(10.5) million, for the six months ended January 31, 2017.respectively. Operating income (loss) by reportable segment is shown in the table below:
  Six months ended January 31,
  2018 2017 2018 2017 2018 2017 2018 2017
($ in millions) Commercial Solutions Government Solutions Unallocated Consolidated
Operating income (loss) $13.7
 9.0
 (0.9) 4.8
 (7.7) (1.7) $5.1
 12.1
Percentage of related net sales 8.5% 5.7% (1.0)% 4.1% NA
 NA
 2.0% 4.4%

Six months ended January 31, 2024 2023 2024 2023 2024 2023 2024 2023 ($ in millions) Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Consolidated Operating income (loss) $ 12.0 8.3 12.2 4.1 (19.1) (22.9) $ 5.1 (10.5) Percentage of related net sales 6.6 % 5.1 % 11.6 % 4.0 % NA NA 1.8 % NA Our GAAP operating income of $5.1 million for the six months ended January 31, 2024 reflects: (i) $10.6 million of amortization of intangibles; (ii) $6.4 million of restructuring costs (of which $2.2 million and $4.2 million related to our Satellite and Space Communications and Unallocated segments, respectively); (iii) $4.8 million of amortization of stock-based compensation; (iv) $2.3 million of strategic emerging technology costs; (v) $0.5 million of amortization of cost to fulfill assets, and (vi) a $2.2 million estimated gain on the PST Divestiture reported in our Unallocated segment, as discussed above. Excluding such items, our consolidated operating income for the six months ended January 31, 2024 would have been $27.5 million, or 9.6% of consolidated net sales. Our GAAP operating loss of $10.5 million for the six months ended January 31, 2023 reflects: (i) $10.7 million of amortization of intangibles; (ii) $9.1 million of CEO transition costs; (iii) $2.9 million of restructuring costs (of which $2.2 million and $0.7 million related to our Satellite and Space Communications and Unallocated segments, respectively); (iv) $2.2 million of amortization of stock-based compensation; (v) $1.5 million of strategic emerging technology costs; and (vi) $0.5 million of amortization of cost to fulfill assets, as discussed above. Excluding such items, our consolidated operating income for the six months ended January 31, 2023 would have been $16.3 million, or 6.1% of consolidated net sales. The increase duringin operating income, excluding the above items, from $16.3 million to $27.5 million for the most recent six month period reflects lower research and development expenses in both of our reportable operating segments and the benefit of our One Comtech lean initiatives, as discussed above. Operating income (loss) by reportable segment is further discussed below. The increase in our Commercial Solutions segment’sSatellite and Space Communications segment operating income, both in dollars and as a percentage of the related segment net sales, for the six months ended January 31, 2024 was driven primarily due to higherby an increase in related segment net sales overall favorable product mix changes and the benefit of cost reduction actions previously initiated,our One Comtech lean initiatives, offset in part by a lower gross profit percentage, as discussed above. We expect fiscal 2018The increase in our Terrestrial and Wireless Networks segment operating income, in our Commercial Solutions segment,both in dollars and as a percentage of the related segment net sales, to increase as compared to fiscal 2017.

The expected operating loss in our Government Solutions segment during the six months ended January 31, 2018 was driven by lower net sales, most notably significantly lower over-the-horizon microwave systems sales and the absence of $5.0 million of BFT-1 intellectual property license fees, as discussed above. Given our expectations that sales of over-the-horizon microwave systems will increase during the third and fourth fiscal quarters, we anticipate achieving positive operating income in this segment in each of those quarters, with the fourth quarter expected to be the peak quarter. In addition, we have made, and continue to make, cost reductions in this segment. As such, operating income for this segment, in dollars and as a percentage of related segment net sales, is expected to be higher in fiscal 2018 when compared to fiscal 2017.

Unallocated operating expenses for the six months ended January 31, 20182024 was driven primarily by lower research and 2017 were $7.7 milliondevelopment costs and $1.7 million, respectively. Excluding a $0.7 million favorable warranty settlement and a $10.0 million adjustment (bothour One Comtech lean initiatives, as discussed above), unallocated operating expenses forabove. Excluding the six months ended January 31, 2018gain on the PST Divestiture, the impact of CEO transition costs and 2017 would have been $8.4 million and $11.7 million, respectively. The lower unallocated operating expenses during the most recent six monthits respective portion of restructuring charges in each period, primarily reflects cost reduction actions previously initiated.

Unallocated expenses for the six months ended January 31, 2018 and 2017 include amortization of stock-based compensation of $1.82024 would have been $17.1 million, and $2.0 million, respectively. The decrease was primarily due to the reversal of $0.4 million of stock-based compensation expense related to certain performance shares that were previously expected to be earned. Amortization of stock-based compensation expense can fluctuate from period-to-period based on the type and timing of stock-based awards. Based on the type of awards currently outstanding and awards expected to be issued in future periods, total amortization of stock-based compensation is expected to be higher in fiscal 2018 than in fiscal 2017.

Looking forward, our unallocated operating expenses in fiscal 2018 are expected to significantly increase as compared to the $5.6 million of unallocated operating expenses for fiscal 2017. During fiscal 2017, unallocated operating expenses were offset by a number of favorable adjustments throughout the fiscal year, which aggregated $18.8 million and which are more fully discussed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2017, as filed with the SEC. Excluding the $18.8 million of favorable adjustments, unallocated operating expenses in fiscal 2017 would have been $24.4 million. Given our expected sales growth on a consolidated basis in fiscal 2018 and current spending plans, our unallocated operating expenses in fiscal 2018 are expected to be comparable to fiscal 2017 unallocated operating expenses of $24.4 million, prior to the favorable adjustments discussed above.

45




We are targeting to achieve operating income, as a percentage of consolidated net sales, of approximately 5.0% in fiscal 2018, which compares favorably with the 3.3% of consolidated net sales we achieved in fiscal 2017 (excluding the $18.8 million of favorable adjustments to operating income discussed above). Consolidated operating income, as a percentage of expected consolidated third quarter fiscal 2018 net sales, is expected to approximate 4.0% and increase significantly in the fourth quarter of fiscal 2018.

Interest Expense. Interest expense was $5.1 million and $6.2$13.1 million for the six months ended January 31, 20182023. The increase in Unallocated expenses, excluding such items, was primarily due to our One Comtech initiatives. Interest Expense and 2017,Other. Interest expense was $10.2 million and $6.0 million for the six months ended January 31, 2024 and 2023, respectively. The declineincrease is due to a higher average debt balance outstanding during the most recent period, a general rise in interest expense primarily reflects lower total indebtedness, which declined from $253.8 millionrates as of January 31, 2017compared to $198.3 millionthe prior year period, as of January 31, 2018. Interest expense for both periods primarily reflectswell as higher interest onrates under our Secured Credit Facility as amended. Based on the type, terms, amount of outstanding debt (including capital leases) and current interest rates,that we estimate that ourentered into in November 2022. Our effective interest rate (including amortization of deferred financing costs) will approximate 5.3% in fiscal 2018.the six months ended January 31, 2024 was approximately 10.9%, as compared to 7.4% in the prior year period. Our actualcurrent cash borrowing rate (which excludes the amortization of deferred financing costs) currentlyunder our existing Credit Facility approximates 4.0%.

9.4%, as compared to 8.4% in the prior year period. Interest (Income) and Other. Interest (income) and other for both the six months ended January 31, 20182024 and 20172023 was nominal. All of our available cash and cash equivalents are currently invested in bank deposits and money market deposit accounts which, at this time, are currently yielding a blended annualan immaterial interest rate of approximately 0.63%.

(Benefit From)rate. Provision Forfor (Benefit from) Income Taxes. Our benefit from income taxes duringFor the six months ended January 31, 20182024, we recorded tax expense of $6.0 million, as compared to a tax benefit of $0.8 million recorded in the six months ended January 31, 2023. Our effective tax rate (excluding discrete tax items) for the six months ended January 31, 2024 and 2023 was $14.1 million.(52.0)% and 11.0%, respectively. The change in rate from 11% to negative (52.0)% is primarily due to changes in expected product and geographic mix. Index 54


For purposes of determining our (52.0)% estimated annual effective tax rate for fiscal 2024, the estimated gain on the PST Divestiture is considered a significant, unusual or infrequently occurring discrete tax item and is excluded from the computation of our effective tax rate. For purposes of determining our 11.0% estimated annual effective tax rate for fiscal 2023, CEO transition costs are considered significant, unusual or infrequently occurring discrete tax items and are excluded from the computation of our effective tax rate. During the six months ended January 31, 2018,2024, we recorded a net discrete tax expense of $1.8 million primarily related to the anticipated timing of the settlement of contingent consideration related to our the PST Divestiture. Upon settlement of the contingent consideration, if any, we would expect an estimatedoffsetting net discrete tax benefit of $14.0 million, resulting from the passage of Tax Reform which required us to remeasure our deferred tax assets and liabilities (including liabilities associated with the non-deductible amortization related to our intangible assets). Excluding this net discrete tax benefit, our effective tax rate in fiscal 2018 is estimated to be 27.75% as compared to our prior estimate of 34.5%. The reduction in our fiscal 2018 estimate is attributabledue to the benefit relatedutilization of capital losses that had been previously subject to the reduction of the statutory income tax rate from 35.0% to 21.0%, or a blended income tax rate of approximately 27.0%. For the six months ended January 31, 2017, we recorded a provision for income taxes of $1.9 million, which reflected an effective tax rate of 32.0%.

Net Income. full valuation allowance. During the six months ended January 31, 2018,2023, we recorded a nominal, net discrete tax expense primarily related to the settlement of stock-based awards, partially offset by the deductible portion of CEO transition costs. Our U.S. federal income tax returns for fiscal 2020 through 2022 are subject to potential future IRS audit. None of our state income tax returns prior to fiscal 2019 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our consolidated net income was $14.1 million as compared $4.1 million duringresults of operations and financial condition. Net Loss Attributable to Common Stockholders. During the six months ended January 31, 2017.

2024 and 2023, consolidated net loss attributable to common stockholders was $33.8 million and $19.3 million, respectively. The more recent period included $17.9 million of charges specifically related to the exchange of our Series A-1 Convertible Preferred Stock for Series B Convertible Preferred Stock on January 22, 2024 and a $2.2 million estimated gain on the PST Divestiture. Adjusted EBITDA. Adjusted EBITDA (both in dollars and as a percentage of related net sales) for both the six months ended January 31, 20182024 and 20172023 are shown in the table below (numbers in the table may not foot due to rounding):

  Six months ended January 31,
  2018 2017 2018 2017 2018 2017 2018 2017
($ in millions) Commercial Solutions Government Solutions Unallocated Consolidated
Net income (loss) $13.7
 8.7
 (1.0) 4.9
 1.4
 (9.5) $14.1
 4.1
(Benefit from) provision for income taxes 
 0.2
 
 
 (14.1) 1.8
 (14.1) 1.9
Interest (income) and other expenses 
 (0.1) 
 
 
 
 
 (0.1)
Interest expense 0.1
 0.1
 
 
 5.0
 6.1
 5.1
 6.2
Amortization of stock-based compensation 
 
 
 
 1.8
 2.0
 1.8
 2.0
Amortization of intangibles 8.8
 8.8
 1.7
 3.2
 
 
 10.5
 12.1
Depreciation 4.9
 5.0
 1.2
 1.5
 0.6
 0.8
 6.7
 7.3
Settlement of intellectual property litigation 
 
 
 
 
 (10.0) 
 (10.0)
Adjusted EBITDA $27.5
 22.8
 2.0
 9.6
 (5.3) (8.9) $24.1
 23.5
Percentage of related net sales 17.0% 14.4% 2.1% 8.2% NA
 NA
 9.5% 8.6%


46



Six months ended January 31, 2024 2023 2024 2023 2024 2023 2024 2023 ($ in millions) Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Consolidated Net income (loss) $ 8.8 8.9 11.7 4.2 (32.6) (29.0) $ (12.0) (15.9) Provision for (benefit from) income taxes 0.5 (0.6) 0.4 (0.3) 5.1 0.1 6.0 (0.8) Interest (income) and other 0.8 — — 0.2 — — 0.8 0.2 Interest expense 1.8 — — — 8.4 6.0 10.2 6.0 Amortization of stock-based compensation — — — — 4.8 2.2 4.8 2.2 Amortization of intangibles 3.3 3.7 7.2 7.0 — — 10.6 10.7 Depreciation 1.8 2.0 3.9 3.7 0.2 0.1 6.0 5.8 Amortization of cost to fulfill assets 0.5 0.5 — — — — 0.5 0.5 Restructuring costs 2.2 2.2 — — 4.2 0.7 6.4 2.9 Strategic emerging technology costs 2.3 1.5 — — — — 2.3 1.5 Gain on business divestiture, net — — — — (2.2) — (2.2) — CEO transition costs — — — — — 9.1 — 9.1 Adjusted EBITDA $ 22.2 18.1 23.4 14.8 (12.1) (10.8) $ 33.5 22.1 Percentage of related net sales 12.3 % 11.2 % 22.2 % 14.3 % NA NA 11.7 % 8.3 % The increase in consolidated Adjusted EBITDA, duringboth in dollars and as a percentage of consolidated net sales, for the six months ended January 31, 20182024 as compared to the six months ended January 31, 2017 was primarily attributable to overall favorable product mix changes (including a higher percentage2023 reflects lower research and development expense in both of consolidated net sales, occurring inour reportable operating segments and the Commercial Solutions segmentbenefit of our One Comtech lean initiatives, as compared to the prior year period) and lower unallocated expenses, all of which are discussed above.

The increase in our Commercial SolutionsSatellite and Space Communications segment's Adjusted EBITDA, both in dollars and as a percentage of related segment net sales, during the most recent six month period, wasis primarily attributabledue to higheran increase in related segment net sales, overall favorable product mix changeslower research and the benefit of cost reduction actions previously initiated,development expenses and One Comtech lean initiatives, offset in part by a lower gross profit percentage, as discussed above. Index 55



The decreaseincrease in our Government SolutionsTerrestrial and Wireless Networks segment's Adjusted EBITDA, both in dollars and as a percentage of related segment net sales, during the most recent six month period wasis primarily driven bydue to lower net sales, most notably significantly lower sales of over-the-horizon microwave systems productsresearch and the absence of $5.0 million of BFT-1 intellectual property license fees,development expenses and One Comtech lean initiatives, as discussed above. An anticipated increase in this segment’s sales during each of the third and fourth quarters of fiscal 2018 is expected to drive an increase in Adjusted EBITDA, in both dollars and as a percentage of related net sales, from the level we achieved in our most recent quarter.

Looking forward, we anticipate Adjusted EBITDA for the third quarter of fiscal 2018, as a percentage of consolidated net sales, to approximate 11.0% and increase significantly in the fourth quarter. Given our year-to-date performance, we are increasing our targeted fiscal 2018 Adjusted EBITDA to grow by approximately 5.0% over the $70.7 million we achieved in fiscal 2017. In addition, despite the absence of $6.7 million of BFT-1 intellectual property license fees (which we no longer earn given the expiration of such contract in March 2017), we expect Adjusted EBITDA, as a percentage of fiscal 2018 consolidated net sales, to be comparable to the 12.8% we achieved in fiscal 2017. We believe these targeted financial metrics demonstrate the strength of our business. If order flow remains strong and we are able to achieve all of our fiscal 2018 business goals, it is possible that our targeted fiscal 2018 Adjusted EBITDA financial metrics could be higher.

A reconciliation of our fiscal 20172023 GAAP Net IncomeLoss to Adjusted EBITDA of $70.7 million is shown in the table below:
($ in millions)Fiscal Year 2017
Reconciliation of GAAP Net Income to Adjusted EBITDA: 
Net income$15.8
Income taxes9.7
Interest (income) and other expense(0.1)
Interest expense11.6
Amortization of stock-based compensation8.5
Amortization of intangibles22.8
Depreciation14.4
Settlement of intellectual property litigation(12.0)
Adjusted EBITDA$70.7

47


Index

below (numbers in the table may not foot due to rounding): ($ in millions) Fiscal Year 2023 Reconciliation of GAAP Net Loss to Adjusted EBITDA: Net loss $ (26.9) Benefit from income taxes (3.9) Interest expense 15.0 Interest (income) and other 1.2 Amortization of stock-based compensation 10.1 Amortization of intangibles 21.4 Depreciation 11.9 Amortization of cost to fulfill assets 1.0 Restructuring costs 10.9 Strategic emerging technology costs 3.8 CEO transition costs 9.1 Adjusted EBITDA $ 53.5 Our Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before interest, income taxes, interest (income) and otherdepreciation expense, interest expense,amortization of intangibles, amortization of stock-based compensation, amortization of intangibles, depreciation expense, settlementcost to fulfill assets, restructuring costs, strategic emerging technology costs (for next-generation satellite technology), change in fair value of intellectual property litigation,the Series A convertible preferred stock purchase option liability, write-off of deferred financing costs, acquisition plan expenses, orCOVID-19 related costs, facility exit costs, CEO transition costs, proxy solicitation costs and strategic alternatives analysis expenses and other. OurAlthough closely aligned, our definition of Adjusted EBITDA is different than the Consolidated EBITDA (as such term is defined in our Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted 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 our investors and analysts. We believe that investors and analysts may use Adjusted EBITDA, along with other information contained in our SEC filings, including GAAP measures, in assessing our performance and comparability of our results with other companies. Our Non- GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described herein and also excludes the effects of our outstanding convertible preferred stock. These Non-GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct our 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 measures in the above table,tables presented herein, 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 our SEC filings. We have not quantitatively reconciled our fiscal 20182024 Adjusted EBITDA targetoutlook 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 our 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 our financial results. Index 56



LIQUIDITY AND CAPITAL RESOURCES

Our cashReconciliations of our GAAP consolidated operating income (loss), net loss attributable to common stockholders and cash equivalents decreased to $40.5 million at January 31, 2018 from $41.8 million at July 31, 2017, a decrease of $1.4 million and our total indebtedness was $198.3 million as of January 31, 2018 as compared to $253.8 million as of January 31, 2017. The decrease in cash and cash equivalents duringnet loss per diluted common share for the six months ended January 31, 20182024 and 2023 to the corresponding Non-GAAP measures are shown in the tables below (numbers and per share amounts in the tables may not foot due to rounding). Non-GAAP net income attributable to common stockholders and non-GAAP net income per diluted common share reflect Non-GAAP provisions for income taxes based on year-to-date results, as adjusted for the Non-GAAP reconciling items included in the tables below. We evaluate our Non-GAAP effective income tax rate on an ongoing basis, and it can change from time to time. Our Non-GAAP effective income tax rate can differ materially from our GAAP effective income tax rate. In addition, due to the GAAP net loss for the period, Non-GAAP net income per diluted common share for the six months ended January 31, 2024 and 2023 was driven bycomputed using weighted average diluted shares outstanding of 28,958,000 and 28,262,000, respectively, during the following:period. Six months ended January 31, 2024 ($ in millions, except for per share amount) Operating Income Net (Loss) Income Attributable to Common Stockholders Net (Loss) Income per Diluted Common Share Reconciliation of GAAP to Non-GAAP Earnings: GAAP measures, as reported $ 5.1 $ (33.8) $ (1.18) Loss on extinguishment of convertible preferred stock — 13.6 0.48 Adjustments to reflect redemption value of convertible preferred stock — 8.2 0.29 Amortization of intangibles 10.6 8.2 0.28 Restructuring costs 6.4 5.0 0.17 Amortization of stock-based compensation 4.8 3.8 0.13 Strategic emerging technology costs 2.3 1.8 0.06 Amortization of cost to fulfill assets 0.5 0.5 0.02 Gain on business divestiture, net (2.2) (1.4) (0.05) Net discrete tax expense — 1.0 0.03 Non-GAAP measures $ 27.5 $ 6.7 $ 0.23 Six months ended January 31, 2023 ($ in millions, except for per share amount) Operating (Loss) Income Net (Loss) Income Attributable to Common Stockholders Net (Loss) Income per Diluted Common Share Reconciliation of GAAP to Non-GAAP Earnings: GAAP measures, as reported $ (10.5) $ (19.3) $ (0.69) Adjustment to reflect redemption value of convertible preferred stock — 3.4 0.12 Amortization of intangibles 10.7 8.3 0.30 CEO transition costs 9.1 8.6 0.31 Restructuring costs 2.9 2.2 0.08 Amortization of stock-based compensation 2.2 1.7 0.06 Strategic emerging technology costs 1.5 1.3 0.05 Amortization of cost to fulfill assets 0.5 0.5 0.02 Net discrete tax expense — 0.5 0.02 Non-GAAP measures $ 16.3 $ 7.1 $ 0.25 Index 57



LIQUIDITY AND CAPITAL RESOURCES Our cash and cash equivalents were $40.0 million and $19.0 million at January 31, 2024 and July 31, 2023, respectively. For the six months ended January 31, 2024, our cash flows reflect the following: • Net cash provided byused in operating activities was $9.2$41.2 million for the six months ended January 31, 20182024 as compared to $25.6net cash used in operating activities of $16.8 million for the six months ended January 31, 2017.2023. The period-over-period decrease in cash flow from operating activities is attributable toreflects overall changes in net working capital requirements, principally the timing of shipments and progress toward completion on contracts accounted for over time, and related billings and payments.

Operating cash flows for the more recent period also reflect our planned use of a substantial portion of the net cash proceeds from the issuance of Series B Convertible Preferred Stock to significantly reduce accounts payable. • Net cash used inprovided by investing activities for the six months ended January 31, 20182024 was $2.8$24.9 million, as compared to $4.1net cash used by investing activities of $9.9 million for the six months ended January 31, 2017. Both2023. The more recent period includes $32.5 million of these amounts primarily representnet cash proceeds from the PST Divestiture, offset in part by capital expenditures relating to ongoing equipment upgradesbuild- out cloud-based computer networks to support our previously announced NG-911 contract wins and enhancements.

capital investments and building improvements in connection with our manufacturing facilities. • Net cash used inprovided by financing activities was $7.7$37.3 million and $26.6 million for the six months ended January 31, 2018 as compared to $25.1 million for the six months ended January 31, 2017.2024 and 2023, respectively. During the six months ended January 31, 2018,2024 and 2023, we received $9.4 million fromhad net borrowings under our Revolving LoanCredit Facility of $3.9 million and made $11.7$38.4 million, respectively. Financing cash flow activities for the more recent period reflect the receipt of principal repayments relatednet cash proceeds from the issuance of Series B Convertible Preferred Stock and use of a substantial portion of the net cash proceeds from the PST Divestiture to ourrepay a portion of the Term Loan Facility and capital lease obligations.outstanding under the Credit Facility. During the six months ended January 31, 2017, we made $4.1 million of net repayments under our Revolving Loan Facility and made $6.3 million of principal repayments related to our Term Loan Facility and capital lease obligations. During the six months ended January 31, 2018 and 2017,2023, we paid $4.8$5.9 million and $14.2 million, respectively, in cash dividends to our shareholders.common stockholders. Payment of cash dividends in the more recent period represents the settlement of previously issued dividend equivalents related to stock based awards. We also made $1.0$3.8 million and $0.2$2.5 million respectively, of payments to remit employees' statutory tax withholding requirements related to the net settlement of stock-based awards during the six months ended January 31, 20182024 and 2017.2023, respectively. The Credit Facility is discussed below and in "Notes to Condensed Consolidated Financial Statements – Note (10) – Credit Facility." The Series B Convertible Preferred Stock is discussed below and in "Notes to Condensed Consolidated Financial Statements – Note (17) – Convertible Preferred Stock." Our material cash requirements are for working capital, debt service (including interest), capital expenditures, income tax payments, facilities lease payments and dividends related to our Series B Convertible Preferred Stock, which are payable in kind or in cash at our election. Our material cash requirements could increase beyond our current expectations due to factors such as general economic conditions, a change in government spending priorities, larger than usual customer orders or a future redemption by the holders of our Series B Convertible Preferred Stock. Also, in light of our initiatives to grow the Company, we continue to review and evaluate our capital allocation plans. Furthermore, we may choose to raise additional funds through equity and debt financing transactions to provide additional flexibility or to pursue acquisitions. Although it is difficult in the current economic and credit environment to predict the terms and conditions of financing that may be available in the future, we believe that we would have sufficient access to credit from financial institutions and/or financing from public and private debt and equity markets. We have historically met our cash requirements with funds provided by a combination of cash and cash equivalent balances, cash generated from operating activities and cash generated from equity and debt financing transactions. As discussed in "Notes to Condensed Consolidated Financial Statements – Note (1) – General," as of the date these financial statements were issued (the "issuance date"), we evaluated whether the following conditions or events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern over the next twelve months beyond the issuance date. Index 58



Over the past three fiscal years, we incurred operating losses of $14.7 million, $33.8 million, and $68.3 million in fiscal 2023, 2022 and 2021, respectively. More recently, we recognized operating income of $3.0 million and $5.1 million in the three and six months ended January 31, 2024, respectively, including a $2.2 million estimated gain on business divestiture, net. See Note (2) – “Business Divestiture” for further information. In addition, over the past three fiscal years, net cash used in operating activities was $4.4 million and $40.6 million in fiscal 2023 and 2021, respectively, and net cash provided by operating activities was $2.0 million in fiscal 2022. More recently, net cash used in operating activities was $41.2 million in the six months ended January 31, 2024. Such amount in the more recent period reflects the use of a substantial portion of the net cash proceeds from the $45.0 million issuance of our Series B Convertible Preferred Stock on January 22, 2024 to significantly reduce the level of our outstanding accounts payable as of January 31, 2024. See Note (17) – “Convertible Preferred Stock” for further information. As of the issuance date, our available sources of liquidity included cash and cash equivalents of approximately $20.1 million. In addition, as of the issuance date, borrowings under our Credit Facility, which has a maturity date of October 31, 2024, aggregated $166.2 million, of which $136.8 million and $29.4 million related to the Revolving Loan Facility and Term Loan, respectively. As of the issuance date, there was approximately $2.7 million of additional borrowing capacity under the Revolving Loan Facility. Our ability to meet our current obligations as they come due may be impacted by our ability to remain compliant with the financial covenants under our Credit Facility or to obtain waivers or amendments that impact the related financial covenants. If we are unable to satisfy certain covenants and not able to obtain waivers or amendments, such event would constitute an Event of Default and could cause an immediate acceleration and repayment of all outstanding principal, interest and fees due under our Credit Facility. If there is an Event of Default, there can be no assurances that we will be able to continue as a going concern, which could force us to delay, reduce or discontinue certain aspects of our business strategy. Additionally, our ability to meet future anticipated liquidity needs will largely depend on our ability to generate positive cash inflows from operations and/or secure other sources of outside capital. As it relates to sources of outside capital, the Series B Convertible Preferred Stock issued on January 22, 2024 allow us to raise up to $50.0 million of shares of common stock without the consent of the holders of the Series B Convertible Preferred Stock. Based on our current business plans, including projected capital expenditures, we do not believe our current level of cash and cash equivalents, or liquidity expected to be generated from future cash flows will be sufficient to fund our operations over the next twelve months beyond the issuance date and repay the outstanding borrowings scheduled to mature under the Credit Facility on or before October 31, 2024. In anticipation of this maturity, we engaged with third party financial advisors to assist us in our discussions and negotiations with our existing lenders and holders of Series B Convertible Preferred Stock to extend or refinance the Credit Facility and/or amend or restructure the Series B Convertible Preferred Stock, as well as seeking other sources of credit or outside capital. If we are unable to obtain sufficient, timely financial resources or outside capital, our business, financial condition and results of operations could be materially and adversely affected. Our ability to generate cash in the future or have sufficient access to credit from financial institutions and/or financing from public and/or private debt and equity markets on acceptable terms, or at all, (i) is subject to (a) general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control and (b) under certain circumstances, a majority vote consent right of the holders of the Series B Convertible Preferred Stock (as discussed further in Note (17) – "Convertible Preferred Stock"), and (ii) could (x) dilute the ownership interest of our stockholders, (y) include terms that adversely affect the rights of our common stockholders, or (z) restrict our ability to take specific actions such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. Also, our transition to sustained profitability is dependent upon the successful completion of our ongoing One Comtech transformation and integration of individual businesses into two segments and related restructuring activities to optimize our cost structure and reduce investments in working capital and/or capital expenditures. In addition to our plan to refinance the Credit Facility and/or secure new sources of credit or outside capital, our plans also include, among other things: • implementing certain cost savings and restructuring activities to reduce cash used in operations, as discussed further in "Notes to Condensed Consolidated Financial Statements – Note (20) – “Cost Reduction;” • pursuing initiatives to reduce investments in working capital, namely accounts receivable and inventory; • improving process disciplines to attain and maintain profitable operations by entering into more favorable sales or service contracts; • reevaluating our business plans to identify opportunities to further reduce capital expenditures; Index 59


• seeking opportunities to improve liquidity through any combination of debt and/or equity financing (including possibly restructuring our existing Series B Convertible Preferred Stock); and • seeking other strategic transactions and/or measures including, but not limited to, the potential sale or divestiture of assets. While we believe the implementation of some or all of the elements of our plans over the next twelve months beyond the issuance date will be successful, these plans are not all solely within management’s control and, as such, we can provide no assurance our plans are probable of being effectively implemented as of the issuance date. Therefore, these adverse conditions and events described above raise substantial doubt about our ability to continue as a going concern as of the issuance date. We prepared these unaudited condensed consolidated financial statements on a going concern basis, assuming our financial resources will be sufficient to meet our capital needs over the next twelve months and did not include any adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation for the next twelve months. In addition to making capital investments for our new high-volume manufacturing centers, we have been making significant capital expenditures and building out cloud-based computer networks to support our previously announced NG-911 contract wins for the states of Pennsylvania, South Carolina and Arizona. We expect capital investments for these and other initiatives to continue in fiscal 2024. Our investment policy relating to our cash and cash equivalents is intended to minimize principal loss while at the same time maximize the income we receive without significantly increasing risk. To minimize risk, we generally invest our cash and cash equivalents in money market mutual funds (both government and commercial), certificates of deposit, bank deposits and U.S. Treasury securities. Many of our money market mutual funds invest in direct obligations of the U.S. government, bank securities guaranteed by the Federal Deposit Insurance Corporation, certificates of deposit and commercial paper and other securities issued by other companies. While we cannot predict future market conditions or market liquidity, we believe our investment policies are appropriate in the current environment. Ultimately, the availability of our cash and cash equivalents is dependent on a well-functioning liquid market.

The Secured Credit Facility, as amended, is discussed below and in "Notes to Condensed Consolidated Financial Statements - Note (9) - Secured Credit Facility."


48



As of January 31, 2018, our material short-term cash requirements primarily consist of: (i) remaining fiscal 2018 mandatory principal repayments of $8.6 On July 13, 2022, we filed a $200.0 million associated with the Term Loan Facility and related interest payments of approximately $2.4 million, (ii) estimated interest payments for fiscal 2018 under our Revolving Loan Facility, (iii) capital lease obligations and operating lease commitments, (iv) our ongoing working capital needs, including income tax payments, and (v) accrued quarterly dividends.

In June 2016, we sold 7.1 million shares of our common stock in a public offering at a price of $14.00 per share, resulting in proceeds to us of $95.0 million, net of underwriting discounts and commissions. As of January 31, 2018 and March 7, 2018, an aggregate registered amount of $75.0 million under our existing Shelf Registration Statement filedshelf registration statement with the SEC remains available for the sale of various types of securities, including debt.

Asdebt securities. This shelf registration statement was declared effective by the SEC as of January 31, 2018July 25, 2022 and March 7, 2018, we wereexpires on July 25, 2025. On September 29, 2020, our Board of Directors authorized to repurchase up to an additional $8.7 million of our common stock, pursuant to our currenta $100.0 million stock repurchase program, which replaced our prior program. OurThe $100.0 million stock repurchase program has no time restrictions and repurchases may be made from time to time in open-market or privately negotiated transactions, and may be made pursuant to SEC Rule 10b5-1 trading plans.or by other means in accordance with federal securities laws. There were no repurchases of our common stock during the six months ended January 31, 20182024 and 2017.

On September 27, 20172023. During the third quarter of fiscal 2023, the Board, together with management, adjusted the Company’s capital allocation plans and December 6, 2017,determined to forgo a common stock dividend, thereby increasing our Board of Directors declared a dividend of $0.10 perfinancial flexibility. Future common share, which were paid on November 17, 2017 and February 16, 2018, respectively. On March 7, 2018, our Board of Directors declared a dividend of $0.10 per common share, payable on May 18, 2018 to stockholders of record at the close of business on April 18, 2018. Futurestock dividends, if any, remain subject to compliance with financial covenants under our Secured Credit Facility, as amended, as well as Board approval.
Our material long-term cash requirements primarily consist of: (i) mandatory interest paymentsapproval and principal repayments pursuant tocertain voting rights of holders of our SecuredSeries B Convertible Preferred Stock. Credit Facility as amended; (ii) payments relating to our capital lease obligations and operating lease commitments; and (iii) cash payments of approximately $1.3 million related to our 2009 Radyne-related restructuring plan, including accreted interest as discussed inSee "Notes to Condensed Consolidated Financial Statements - Note (8) - Acquisition-Related Restructuring Plan."

We continue(10) – Credit Facility" for detailed information related to receive (and approve on a limited basis) requests from our customers for higher credit limits and longer payment terms. We also continue to monitor our accounts receivable credit portfolio and have not had material negative customer credit experiences historically.

We have historically met both our short-term and long-term cash requirements with funds provided by a combination of cash and cash equivalent balances, cash generated from operating activities and cash generated from financing transactions. Based on our anticipated level of future sales and operating income, we believe that our existing cash and cash equivalent balances, our cash generated from operating activities and amounts potentially available under the Revolving Loan Facility under our Secured Credit Facility, as amended, will be sufficient to meet both our currently anticipated short-term and long-term operating cash requirements.

Although it is difficult in the current economic and credit environment to predict the terms and conditions of financing that may be available in the future, should our short-term or long-term cash requirements increase beyond our current expectations, we believe that we would have sufficient access to credit from financial institutions and/or financing from public and private debt and equity markets.

Secured Credit Facility
On February 23, 2016, in connection with our acquisition of TCS, we entered into a $400.0 million secured credit facility (the "Secured Credit Facility") with a syndicate of lenders. The Secured Credit Facility, as amended June 6, 2017 (the "June 2017 Amendment"), comprises a senior secured term loan A facility of $250.0 million (the "Term Loan Facility") and a secured revolving loan facility of up to $150.0 million, including a $25.0 million letter of credit sublimit (the "Revolving Loan Facility"), and, together, with the Term Loan Facility, matures on February 23, 2021. The proceeds of these borrowings were primarily used to finance our acquisition of TCS, including the repayment of certain existing indebtedness of TCS. The Term Loan Facility requires mandatory quarterly repayments. During the six months ended January 31, 2018 and 2017, we repaid $10.4 million and $4.4 million, respectively, principal amount of borrowings under the Term Loan Facility. Under the Revolving Loan Facility, we had outstanding balances ranging from $41.9 million to $66.8 million during six months ended January 31, 2018.


49



The Revolving Loan Facility is primarily used for working capital and other general corporate purposes of the Company and its subsidiaries, including the issuance of letters of credit. Borrowings under the Secured Credit Facility, pursuant to terms defined in the Secured Credit Facility, shall be either (i) Alternate Base Rate ("ABR") borrowings, which bear interest from the applicable borrowing date at a rate per annum equal to (x) the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% per annum and (c) the Adjusted LIBO Rate on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00% per annum (provided that if the LIBO Rate is less than 1.00%, then the LIBO Rate shall be deemed to be 1.00%), plus (y) the Applicable Rate, or (ii) Eurodollar borrowings, which bear interest from the applicable borrowing date at a rate per annum equal to (x) the Adjusted LIBO Rate for such interest period (provided that if the LIBO Rate is less than 1.00%, then the LIBO Rate shall be deemed to be 1.00%) plus (y) the Applicable Rate. The Applicable Rate is determined based on a pricing grid that is dependent upon our leverage ratio as of the end of each fiscal quarter. The Secured Credit Facility contains customary representations, warranties and affirmative covenants and customary negative covenants, subject to negotiated exceptions, on (i) liens, (ii) investments, (iii) indebtedness, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) restricted payments, including stockholder dividends, and (vii) certain other restrictive agreements. The Secured Credit Facility also contains certain financial covenants and customary events of default (subject to grace periods, as appropriate), such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control and the failure to observe the negative covenants and other covenants related to the operation of our business.

The June 2017 Amendment is expected to result in increased operating and acquisition flexibility and simplify the calculations of our financial covenants. The June 2017 Amendment resulted in, among other things, that the:

(i)Consolidated EBITDA definition more closely aligns with our Adjusted EBITDA metric by eliminating favorable adjustments to operating income related to settlements of TCS intellectual property matters;

(ii)Leverage Ratio is calculated on a "gross" basis using the quotient of Total Indebtedness (excluding unamortized deferred financing costs) divided by our TTM Consolidated EBITDA. The prior Leverage Ratio was calculated on a "net" basis but did not include a reduction for any cash or cash equivalents above $50.0 million;

(iii)Fixed Charge Coverage Ratio includes a deduction for all cash dividends, regardless of the amount of our cash and cash equivalents and the related allowable Quarterly Dividend Amount, as defined, will now align with our current quarterly dividend target of $0.10 per common share;

(iv)Balloon or final payment of the Term Loan Facility (which is not due until February 23, 2021) was reduced by $22.5 million through increased borrowings from the Revolving Loan Facility (which does not expire until February 23, 2021); and

(v)Leverage Ratios will be adjusted, in certain conditions, to provide for additional flexibility for us to make acquisitions.

In connection with the June 2017 Amendment, there were no changes to: (i) the committed borrowing capacity; (ii) the maturity date; or (iii) interest rates payable (except that the interest rate pricing grid will now be based on the new Leverage Ratio). Also, the June 2017 Amendment did not result in an extinguishment for accounting purposes (as such term is defined in ASC 470 "Debt"); instead, the June 2017 Amendment was accounted for as a debt modification. As a result, deferred financing costs (including incremental fees for the June 2017 Amendment) will continue to be amortized over the remaining maturity term of the Secured Credit Facility.

As of January 31, 2018, our Leverage Ratio was 2.78x TTM Consolidated EBITDA compared to the maximum allowable Leverage Ratio of 3.35x TTM Consolidated EBITDA. During the second half of fiscal 2018, the maximum allowable Leverage Ratio will decrease each quarter until reaching 3.00x TTM Consolidated EBITDA in the fourth quarter of fiscal 2018, with no further reductions thereafter. Our Fixed Charge Coverage Ratio as of January 31, 2018 was 2.09x compared to the minimum required Fixed Charge Coverage Ratio of 1.25x. The Fixed Charge Coverage Ratio will not change for the remaining term of the Secured Credit Facility, as amended. Given our expected future business performance, we anticipate maintaining compliance with the terms and financial covenants in our Secured Credit Facility, as amended, for the foreseeable future.

The obligations under the Secured Credit Facility, as amended, are guaranteed by certain of our domestic subsidiaries (the "Subsidiary Guarantors"). As collateral security for amounts outstanding under our Secured Credit Facility, as amended, and the guarantees thereof, we and our Subsidiary Guarantors have granted to an administrative agent, for the benefit of the lenders, a lien on, and first priority security interest in, substantially all of our tangible and intangible assets.


50



Capitalized terms used but not defined herein have the meanings set forth for such terms in the Secured Credit Facility, dated as of February 23, 2016, and the First Amendment of the Secured Credit Facility, dated as of June 6, 2017, both of which have been documented and filed with the SEC. During the six months ended January 31, 2024, we had outstanding balances under the Credit Facility ranging from $164.3 million to $196.8 million. As of January 31, 2024, the amount outstanding under our Credit Facility was $168.9 million, comprised of $139.5 million under the Revolving Loan Facility and $29.4 million under the Term Loan. At January 31, 2024, we had $0.5 million of standby letters of credit outstanding under our Credit Facility related to our guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit. As of the issuance date, there was approximately $2.7 million of borrowing capacity under the Revolving Loan Facility. Also, on April 30, 2024 and July 31, 2024, if still outstanding, the Revolving Loan Facility would further step down to $135.0 million and $130.0 million, respectively. Index 60



OFF-BALANCE SHEET ARRANGEMENTS

As of January 31, 2018,2024, our Secured Leverage Ratio was 3.07x trailing twelve months ("TTM") Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") compared to the maximum allowable Secured Leverage Ratio of 3.5x TTM Adjusted EBITDA. Our Interest Expense Coverage Ratio as of January 31, 2024 was 3.34x TTM Adjusted EBITDA compared to the Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA. Our Minimum Liquidity was $39.5 million compared to the Minimum Liquidity requirement of $25.0 million. Our ability to meet our current obligations as they come due may be impacted by our ability to remain compliant with the financial covenants under the Credit Facility or to obtain waivers or amendments that impact the related financial covenants. If we didare unable to satisfy certain covenants and not have any off-balance sheet arrangementsable to obtain waivers or amendments, such event would constitute an Event of Default and could cause an immediate acceleration and repayment of all outstanding principal, interest and fees due under the Credit Facility. If there is an Event of Default, there can be no assurances that we will be able to continue as defined in Item 303(a)(4)a going concern, which could force us to delay, reduce or discontinue certain aspects of Regulation S-K.

COMMITMENTS

our business strategy. Additionally, our ability to meet future anticipated liquidity needs will largely depend on our ability to generate positive cash inflows from operations, as well as refinance our Credit Facility, and/or secure other sources of outside capital. Based on our current business plans, including projected capital expenditures, we do not believe our current level of cash and cash equivalents or liquidity expected to be generated from future cash flows will be sufficient to fund our operations over the next twelve months and repay current obligations under the Credit Facility. Although we are actively pursuing strategies to mitigate these conditions and events and alleviate such substantial doubt about our ability to continue as a going concern, there can be no assurance that our plans will be successful. Convertible Preferred Stock See "Notes to Condensed Consolidated Financial Statements – Note (17) – Convertible Preferred Stock" for detailed information related to our Series B Convertible Preferred Stock. Commitments In the normal course of business, other than as discussed below, we routinely enter into binding and non-binding purchase obligations primarily covering anticipated purchases of inventory and equipment. We do not expect that these commitments, as of January 31, 2018,2024, will materially adversely affect our liquidity.

At January 31, 2018,2024, cash payments due under long-termcontractual obligations (including estimated interest expense on our Secured Credit Facility), excluding purchase orders that we entered into in our normal course of business, are as follows:
 Obligations Due by Fiscal Years or Maturity Date (in thousands)
 
 
Total
 Remainder
of
2018
 2019
and
2020
 2021
and
2022
 After
2022
Secured Credit Facility - principal payments$195,530
 8,605
 34,422
 152,503
 
Secured Credit Facility - interest payments18,876
 3,515
 12,350
 3,011
 
Operating lease commitments43,424
 6,237
 18,290
 10,603
 8,294
Capital lease obligations2,871
 1,061
 1,810
 
 
Net contractual cash obligations$260,701
 19,418
 66,872
 166,117
 8,294

As discussed further in "Notes to Condensed Consolidated Financial Statements Total Due Within 1 Year Credit Facility - Note (9)principal payments $ 168,906 168,906 Credit Facility - Secured Credit Facility," on June 6, 2017, we entered into the June 2017 Amendment to our Secured Credit Facility. In connection with this amendment, the balloon or final payment of the Term Loan Facility, which is not due until February 23, 2021, was reduced by $22.5 million through increased borrowings from the Revolving Loan Facility which is not required to be repaid in full until February 23, 2021.

As discussed further in "Notes to Condensed Consolidated Financial Statements - Note (17) - Stockholders’ Equity," on March 7, 2018, our Board of Directors declared a dividend of $0.10 per common share, payable on May 18, 2018 to stockholders of record at the close of business on April 18, 2018. Future dividends remain subject to compliance with financial covenantsinterest payments 13,009 13,009 Operating lease obligations 46,563 6,516 Contractual cash obligations $ 228,478 188,431 The commitments under our Secured Credit Facility as amended, as well as Board approval.

At January 31, 2018, we had $2.7 million of standby letters of credit outstanding under our Secured Credit Facility, as amended, related to our guarantees of future performance on certain customer contracts. Such amounts are not includeddescribed in the above table.

During the six months ended January 31, 2018, we entered into a full and final warranty settlement with AT&T, the largest customer/distributor of a small product line that we refer to as the TCS 911 call handling software solution. AT&T had previously informed us that they did not believe we met certain contractual specifications related to performance and usability and had requested a refund of certain payments made by them.detail above. As discussed in "Notes to Condensed Consolidated Financial Statements - Note (7) - Accrued Expenses and Other Current Liabilities,(17) – Convertible Preferred Stock," the holders of the Series B Convertible Preferred Stock have the option to redeem such shares for cash commencing in addition to this settlement, we agreed to issue thirty-six credits to AT&T of $0.2 million which AT&T can apply on a monthly basis to purchases of solutions from us, beginning October 2017 through September 2020.2028. As of January 31, 2018, the total presentSeries B Convertible Preferred Stock are not mandatorily redeemable for cash, the redemption value of these monthly credits is $4.4 million, of which $1.5 million is included in accrued expenses and other current liabilities and $2.8 million is reflected in other liabilities (non-current) on our Condensed Consolidated Balance Sheet. These amountssuch shares are not shownpresented in the above commitment table.


51


Index

table above. In the ordinary course of business, we include indemnification provisions in certain of our customer contracts. Pursuant to these agreements, we have agreed to indemnify, hold harmless and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party, including but not limited to losses related to third-party intellectual property claims. It is not possible to determine the maximum potential amount under these agreements due to a history of nominal claims in the Comtech legacy business and the unique facts and circumstances involved in each particular agreement. As discussed further in "Notes"Notes to Condensed Consolidated Financial Statements - Note (18) -(19) – Legal Proceedings and Other Matters," TCS iswe are subject to certain pending and threatened legal actions and a party to onenumber of indemnification matterdemands and we are incurring ongoing legal expenses in connection with this matter.these matters. Our insurance policies may not cover the cost of defending indemnification claimsand or providing indemnification.resolving such matters. As a result, pending or future claims asserted against us by a party that we have agreed to indemnify could result in legal costs and damages that could have a material adverse effect on our consolidated results of operations and financial condition. Index 61



We haveentered into employment and/or change inof control agreements, severance agreements and indemnification agreements with certain of our executive officers and certain key employees. All of these agreements may require payments by us, in certain circumstances, including, but not limited to, a change in control of ourthe Company or an involuntary termination of employment without cause.

the employee. Our Condensed Consolidated Balance Sheet as ofat January 31, 20182024 includes total liabilities of $9.0$9.1 million for uncertain tax positions, including interest, any or all of which may result in a cash payment. The future payments related to uncertain tax positions have not been presented in the table above due to the uncertainty of the amounts and timing of any potential cash settlement with the taxing authorities.

RECENT ACCOUNTING PRONOUNCEMENTS

We are required to prepare our condensed consolidated financial statementsCondensed Consolidated Financial Statements in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") which is the source for all authoritative U.S. generally accepted accounting principles, which is commonly referred to as "GAAP." The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates ("ASUs").

As further discussed in "Notes to Condensed Consolidated Financial Statements - Note (2) - Adoption of Accounting Standards and Updates," during During the six months ended January 31, 2018, we adopted2024, FASB ASU No. 2016-09, which amends several aspects of the accounting for2023-07, Improvements to Reportable Segment Disclosures and reporting of share-based payment transactions. Our adoption of thisFASB ASU on August 1, 2017, did not have a material impact on our condensed consolidated financial statements. See "Notes2023-09, Improvements to Condensed Consolidated Financial Statement - Note (12) - Stock-Based Compensation" for further information regarding our adoption of this ASU.

In addition, the following FASB ASUs have beenIncome Tax Disclosures, were issued and incorporated into the FASB ASC and have not yet been adopted by us as of January 31, 2018:

FASB ASU No. 2014-09 "Revenue from Contracts with Customers (Topic 606)," issued in May 2014, which replaces numerous requirements in U.S. GAAP, including industry specific requirements, and provides a single revenue recognition model for contracts with customers. The core principle of the new standard is that a company should record revenue2024. See "Notes to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, FASB ASU No. 2015-14 "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" was issued to defer the effective date of FASB ASU No. 2014-09 by one year. As a result, FASB ASU No. 2014-09 is effective for fiscal years beginning after December 15, 2017 (our fiscal year beginning on August 1, 2018), including interim reporting periods within those fiscal years and can be adopted either retrospectively to each prior reporting period presented, or as a cumulative-effect adjustment as of the date of adoption. Early adoption is permitted only as of fiscal years beginning after December 15, 2016 (our fiscal year beginning on August 1, 2017), including interim reporting periods within those fiscal years. In March 2016, April 2016, May 2016 and February 2017, FASB ASU 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)," 2016-10 "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," 2016-12 "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" and 2017-05 "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets" were issued, respectively, to clarify certain implementation matters related to the new revenue standard. The effective dates for these ASUs coincide with the effective date of FASB ASU 2014-09.


52


Index

Because of the broad scope of FASB ASU No. 2014-09, it could impact the reporting of the amount and/or timing of our net sales and operating income across our two operating segments, as well as related business processes and IT systems. We have formed a project team to perform a detailed evaluation of the operational impact of this new standard, which transition approach to use and the overall adoption impact of FASB ASU No. 2014-09 on our consolidated financial statements and disclosures. We expect our evaluation to be completed shortly before our first quarter of fiscal 2019.

FASB ASU No. 2016-01, issued in January 2016, which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments, such as: amending the initial and subsequent measurement requirements for certain equity investments; eliminating the disclosure requirements related to the methods and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost on the balance sheet; requiring the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset or liability on the balance sheet or the accompanying notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2017 (our fiscal year beginning on August 1, 2018), including interim periods within those fiscal years and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for the provisions related to equity securities without readily determinable fair values which are to be adopted prospectively. Under certain circumstances, early adoption is permitted.Condensed Consolidated Financial Statements – Note (3) – Adoption of this ASU is not expected to have a material impact on our consolidated financial statementsAccounting Standards and disclosures.

FASB ASU No. 2016-02, issued in February 2016, which requires lessees to recognize the followingUpdates," for all leases (with the exception of short-term leases): (i) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, initially measured at the present value of the lease payments; and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. This ASU is effective for fiscal years beginning after December 15, 2018 (our fiscal year beginning on August 1, 2019), including interim periods within those fiscal years and should be applied with a modified retrospective approach. Early adoption is permitted. We are evaluating the impact of this ASU on our consolidated financial statements and disclosures.

FASB ASU No. 2016-13, issued in June 2016, which requires the measurement of expected credit losses for financial assets held at the reporting date to be based on historical experience, current conditions and reasonable and supportable forecasts. This ASU is effective for fiscal years beginning after December 15, 2019 (our fiscal year beginning on August 1, 2020), including interim periods within those fiscal years. All entities may adopt the amendments in this ASU earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Except for a prospective transition approach required for debt securities for which an other-than-temporary impairment had been recognized before the effective date, an entity will apply the amendments in this ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, on a modified-retrospective approach). We are evaluating the impact of this ASU on our consolidated financial statements and disclosures.

FASB ASU No. 2016-15, issued in August 2016, which amends the guidance on the following cash flow related issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon and similar type debt instruments; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims (including those related to certain life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and cash receipts or payments with more than one class of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017 (our fiscal year beginning on August 1, 2018), and interim periods within those fiscal years and shall be applied using the retrospective transition method to each period presented. Early adoption is permitted; however, all of the amendments must be adopted in the same period. We adopted this ASU on February 1, 2018. The adoption of this ASU did not have any impact on our condensed consolidated financial statements.

FASB ASU No. 2016-16, issued in October 2016, which eliminates a prior exception and now requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory (for example, intellectual property and property, plant and equipment) when the transfer occurs. This ASU is effective for fiscal years beginning after December 15, 2017 (our fiscal year beginning on August 1, 2018), and interim periods within those fiscal years and shall be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Early adoption is permitted. Adoption of this ASU is not expected to have a material impact on our consolidated financial statements and disclosures.


53


Index

FASB ASU No. 2017-09, issued in May 2017, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718. An entity would not be required to account for changes to the terms or conditions of a share-based payment award as a modification if there were no changes to the award’s fair value, vesting conditions and classification. This ASU is effective for fiscal years beginning after December 15, 2017 (our fiscal year beginning on August 1, 2018) and early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This ASU should be applied prospectively to an award modified on or after the adoption date of this ASU. We adopted this ASU on February 1, 2018. The adoption of this ASU did not have any impact on our condensed consolidated financial statements.

FASB ASU No. 2017-11, issued in July 2017, which provides guidance on the accounting for certain financial instruments with embedded features that result in the strike price of the instrument or embedded conversion option being reduced on the basis of the pricing of future equity offerings (commonly referred to as "down round" features). This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (our fiscal year beginning on August 1, 2019) and early adoption is permitted, including adoption in an interim period. This ASU should be applied retrospectively in accordance with the provisions of the ASU. We are evaluating the impact of this ASU on our consolidated financial statements and disclosures.

further information. Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our earnings and cash flows are subject to fluctuations due to changes in interest rates primarily from borrowings under our Secured Credit Facility, as amended.Facility. Based on the amount of outstanding debt under our Secured Credit Facility, as amended, a hypothetical change in interest rates by 10% would change interest expense by $0.8approximately $1.6 million over a one-year period. Although we do not currently use interest rate derivative instruments to manage exposure to interest rate changes, we may choose to do so in the future in connection with our Secured Credit Facility, as amended.

Facility. Our earnings and cash flows are also subject to fluctuations due to changes in interest rates on our investment of available cash balances. As of January 31, 2018,2024, we had cash and cash equivalents of $40.5$40.0 million, which consisted of cash and highly-liquid money market deposit accounts. Many of these investments are subject to fluctuations in interest rates, which could impact our results. Based on our investment portfolio balance as of January 31, 2018,2024, a hypothetical change in interest rates of 10% would have a nominal impact on interest income over a one-year period. Ultimately, the availability of our cash and cash equivalents is dependent on a well-functioning liquid market.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e)13a-15(f) and 15d-15(e)15d-15(f) of the Securities Exchange Act of 1934), was carried out by us under the supervision and with the participation of our management, including our President,interim Chief Executive Officer and Chairman and Chief Financial Officer. Based on that evaluation, our interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by the report to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

There have been no changes in our internal controlscontrol over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controlscontrol over financial reporting.

The certifications of our President,interim Chief Executive Officer and Chairman and Chief Financial Officer, that are Exhibits 31.1 and 31.2, respectively, should be read in conjunction with the foregoing information for a more complete understanding of the references in those Exhibits to disclosure controls and procedures and internal control over financial reporting. Index 62




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Index

PART II
OTHER INFORMATION

Item 1. Legal Proceedings

See "Notes"Notes to Condensed Consolidated Financial Statements - Note (18) -(19) – Legal Proceedings and Other Matters,"Matters" of this Form 10-Q for information regarding legal proceedings and other matters.

Item 1A. Risk Factors

There Except as set forth below, there have been no material changes fromto the description of the risk factors affecting our business previously disclosed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended July 31, 20172023, which are hereby incorporated by reference. Our current cash and liquidity projections raise substantial doubt about our ability to continue as a going concern. As discussed in "Notes to Condensed Consolidated Financial Statements – Note (1) – General," and in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources,” we have evaluated whether there are any conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern over the next twelve months. Based on our current business plans, including projected capital expenditures, we do not believe our current level of cash and cash equivalents or liquidity expected to be generated from future cash flows will be sufficient to fund our operations over the next twelve months and repay current obligations under the Credit Facility, raising substantial doubt about the Company’s ability to continue as a going concern as of the date of this Quarterly Report on Form 10-Q10-Q. Although we are actively pursuing strategies to mitigate these conditions and events and alleviate such substantial doubt about our ability to continue as a going concern, there can be no assurance that our plans will be successful. Our ability to meet our current obligations as they come due may be impacted by our ability to remain compliant with the financial covenants under our Credit Facility or to obtain waivers or amendments that impact the related financial covenants. If we are unable to satisfy certain covenants and not able to obtain waivers or amendments, such event would constitute an Event of Default (as such term is defined under the Credit Facility) and could cause an immediate acceleration and repayment of all outstanding principal, interest and fees due under the Credit Facility. If there is an Event of Default, there can be no assurances that we will be able to continue as a going concern, which could force us to delay, reduce or discontinue certain aspects of our business strategy. Additionally, our ability to meet future anticipated liquidity needs will largely depend on our ability to generate positive cash inflows from operations, as well as refinance our Credit Facility, and/or secure other sources of outside capital. Our ability to generate cash in the future or have sufficient access to credit from financial institutions and/or financing from public and/or private debt and equity markets on acceptable terms, or at all, (i) is subject to (a) general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control and (b) a majority vote consent right of the holders of the Series B Convertible Preferred Stock (as discussed further in "Notes to Condensed Consolidated Financial Statements – Note (17) – "Convertible Preferred Stock"), and (ii) could (x) dilute the ownership interest of our stockholders, (y) include terms that adversely affect the rights of our common stockholders, or (z) restrict our ability to take specific actions such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. Also, our transition to sustained profitability is dependent upon the successful completion of our ongoing One Comtech transformation and integration of individual businesses into two segments and related restructuring activities to optimize our cost structure. If we are unable to obtain sufficient, timely financial resources, our business, financial condition and results of operations could be materially and adversely affected and we may be forced to terminate, significantly curtail or cease our operations or to pursue other strategic alternatives, including commencing a case under the U.S. Bankruptcy Code. In addition, the perception that we may not be able to continue as a going concern may cause customers, vendors and others to review and alter their business relationships and terms with us, and may affect our credit rating. If we seek additional financing to fund operations and there remains substantial doubt about our ability to continue as a going concern, financing sources may be unwilling to provide such funding to us on commercially reasonable terms, or at all. Uncertainty regarding our ability to continue as a going concern could also have a material and adverse impact on the price of our common stock, which could negatively impact our ability to obtain additional stock-based financing or enter into strategic transactions. Index 63


Loss of our executive officers or other key personnel or other changes to our management team could disrupt our operations and growth plans or harm our business. We depend on the efforts of our executive officers and certain key personnel. Any unplanned turnover or our failure to develop an adequate succession plan or business continuity plan for one or more of our executive officers, including our Chief Executive Officer, or other key positions could deplete our institutional knowledge base and erode our competitive advantage. We recently terminated Ken Peterman as President and Chief Executive Officer for cause due to conduct unrelated to Comtech’s business strategy, financial results or previously filed financial statements and appointed John Ratigan, who was our Chief Corporate Development Officer, as interim Chief Executive Officer, effective immediately. The loss or limited availability of the three months ended October 31, 2017.

services of one or more of our executive officers or other key personnel, or our inability to recruit and retain qualified executive officers or other key personnel in the future, could, at least temporarily, have an adverse effect on our operating results and financial condition. Leadership transitions can be inherently difficult to manage, and an inadequate transition may cause disruption to our business and growth plans, including to our relationships with our customers and employees. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Not applicable. Item 4. Mine Safety Disclosures

Not applicable. Item 5. Other Information Securities Trading Plans of Directors and Officers During the three months ended January 31, 2024, none of our directors or officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408(a) of Regulation S- K). Index 64



Item 6. Exhibits Exhibit 3.1 - Comtech Telecommunications Corp. Second Amended and Restated Certificate of Designations Series A Convertible Preferred Stock, dated as of November 7, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 7, 2023) Exhibit 3.2 - Certificate of Designations designating the Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 14, 2023) Exhibit 3.3 - Form of Certificate of Elimination eliminating the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated December 14, 2023) Exhibit 3.4 - Certificate of Designations designating the Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated January 23, 2024) Exhibit 3.5 - Form of Certificate of Elimination eliminating the Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated January 23, 2024) Exhibit 4.1 - Form of Warrant (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated January 23, 2024) Exhibit 10.1 - Third Amended and Restated Credit Agreement, dated as of November 7, 2023, among Comtech Telecommunications Corp., the lenders party thereto and Citibank N.A., as administrative agent, issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated December 7, 2023) Exhibit 10.2 - Exchange Agreement, dated as of December 13, 2023, by and among Comtech Telecommunications Corp. and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 14, 2023) Exhibit 10.3 - Form of Executive Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 9, 2024) Exhibit 10.4 - Subscription and Exchange Agreement, dated as of January 22, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 23, 2024) Exhibit 10.5 - Form of Voting Agreement (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K dated January 23, 2024) Exhibit 10.6 - Registration Rights Agreement, dated as of January 22, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein (incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K dated January 23, 2024) Index 65



(a)Exhibits

Exhibit 31.1 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleySarbanes- Oxley Act of 2002

Exhibit 32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleySarbanes- Oxley Act of 2002

Exhibit 101.INS - XBRL Instance Document

The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2024, formatted in inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity, (iv) Condensed Consolidated Statement of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements Exhibit 101.SCH - Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL - Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.LAB - Inline XBRL Taxonomy Extension Labels Linkbase Document

Exhibit 101.PRE - Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 101.DEF - Inline XBRL Taxonomy Extension Definition Linkbase Document Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) Index 66



55


Index

SIGNATURES

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: March 18, 2024 By: /s/ John Ratigan (Date) John Ratigan Interim Chief Executive Officer (Principal Executive Officer) Date: March 18, 2024 By: /s/ Michael A. Bondi (Date) Michael A. Bondi Chief Financial Officer (Principal Financial and Accounting Officer) Index 67


(Registrant)
Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Ratigan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Comtech Telecommunications Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 18, 2024 /s/ John Ratigan John Ratigan Interim Chief Executive Officer



Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael A. Bondi, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Comtech Telecommunications Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 18, 2024 /s/ Michael A. Bondi Michael A. Bondi Chief Financial Officer



Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Comtech Telecommunications Corp. (the “Company”) on Form 10-Q for the period ended January 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Ratigan, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 18, 2024 /s/ John Ratigan John Ratigan Interim Chief Executive Officer



Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Comtech Telecommunications Corp. (the “Company”) on Form 10-Q for the period ended January 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Bondi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 18, 2024 /s/ Michael A. Bondi Michael A. Bondi Chief Financial Officer




Date:March 7, 2018
By:  /s/ Fred Kornberg
Fred Kornberg
Chairman of the Board
Chief Executive Officer and President
(Principal Executive Officer)
Date:March 7, 2018
By:  /s/ Michael D. Porcelain
Michael D. Porcelain
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)







56