Segment Information | Segment Information Reportable operating segments are determined based on Comtech’s management approach. The management approach, as defined by FASB ASC 280 "Segment Reporting" is based on the way that the 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 Officer and President. Our Commercial Solutions segment serves commercial customers and smaller government customers, such as state and local governments, that require advanced communication technologies to meet their needs. This segment also serves certain large government customers (including the U.S. government) that have requirements for off-the-shelf commercial equipment. We believe this segment is a leading provider of satellite communications (such as satellite earth station modems and TWTAs), public safety systems (such as NG911 technologies) and enterprise application technologies (such as messaging and trusted location-based technologies). Our Government Solutions segment serves large government end-users (including those of foreign countries) that require mission-critical technologies and systems. Government solutions products include 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 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 ("IFF") amplifiers and amplifiers used in the counteraction of improvised explosive devices). Our CODM primarily uses a metric that we refer to as Adjusted EBITDA to measure an operating segment’s performance and to make decisions about resources to be allocated. Our Adjusted EBITDA metric for the Commercial Solutions and Government Solutions segments do not consider any allocation of indirect expenses, including the following: income taxes, interest (income) and other, interest expense, write-off of deferred financing costs, amortization of stock-based compensation, amortization of intangibles, depreciation expense, estimated contract settlement costs, facility exit costs, settlement of intellectual property litigation, acquisition plan expenses or strategic alternatives analysis expenses and other expenses that relate to our Unallocated segment. 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 Commercial Solutions and Government Solutions 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 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. Operating segment information, along with a reconciliation of segment net income (loss) and consolidated net income to Adjusted EBITDA is presented in the tables below: Three months ended January 31, 2019 Commercial Solutions Government Solutions Unallocated Total Net sales $ 86,735,000 77,398,000 — $ 164,133,000 Operating income (loss) $ 8,758,000 7,783,000 (4,128,000 ) $ 12,413,000 Net income (loss) $ 8,725,000 7,822,000 (8,721,000 ) $ 7,826,000 Provision for income taxes 43,000 — 2,328,000 2,371,000 Interest (income) and other expense (29,000 ) (44,000 ) 22,000 (51,000 ) Interest expense 19,000 5,000 2,243,000 2,267,000 Amortization of stock-based compensation — — 1,191,000 1,191,000 Amortization of intangibles 3,444,000 844,000 — 4,288,000 Depreciation 2,296,000 367,000 186,000 2,849,000 Estimated contract settlement costs 3,886,000 — — 3,886,000 Settlement of intellectual property litigation — — (3,204,000 ) (3,204,000 ) Acquisition plan expenses — — 1,778,000 1,778,000 Adjusted EBITDA $ 18,384,000 8,994,000 (4,177,000 ) $ 23,201,000 Purchases of property, plant and equipment $ 1,971,000 432,000 133,000 $ 2,536,000 Total assets at January 31, 2019 $ 594,992,000 210,120,000 38,215,000 $ 843,327,000 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 Six months ended January 31, 2019 Commercial Solutions Government Solutions Unallocated Total Net sales $ 164,708,000 160,269,000 — $ 324,977,000 Operating income (loss) $ 15,816,000 14,427,000 (10,537,000 ) $ 19,706,000 Net income (loss) $ 15,697,000 14,432,000 (18,835,000 ) $ 11,294,000 Provision for income taxes 55,000 — 189,000 244,000 Interest (income) and other expense 23,000 (12,000 ) 4,000 15,000 Write-off of deferred financing costs — — 3,217,000 3,217,000 Interest expense 41,000 7,000 4,888,000 4,936,000 Amortization of stock-based compensation — — 2,237,000 2,237,000 Amortization of intangibles 6,889,000 1,688,000 — 8,577,000 Depreciation 4,524,000 746,000 430,000 5,700,000 Estimated contract settlement costs 3,886,000 — — 3,886,000 Settlement of intellectual property litigation — — (3,204,000 ) (3,204,000 ) Acquisition plan expenses — — 2,908,000 2,908,000 Facility exit costs — 1,373,000 — 1,373,000 Adjusted EBITDA $ 31,115,000 18,234,000 (8,166,000 ) $ 41,183,000 Purchases of property, plant and equipment $ 2,863,000 1,061,000 257,000 $ 4,181,000 Total assets at January 31, 2019 $ 594,992,000 210,120,000 38,215,000 $ 843,327,000 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 During the three months ended October 31, 2018, we exited our Government Solutions segment's manufacturing facility located in Tampa, Florida and recorded a related charge of $1,373,000 in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. See Note (10) - "Cost Reduction Actions . " During the second quarter of fiscal 2019, we began an evaluation and repositioning of our enterprise technology products in order to focus on providing higher margin solution offerings. As such, we have ceased offering certain solutions and do not intend to renew certain contracts. In connection with our ongoing repositioning, we recorded $3,886,000 of estimated contract settlement costs in our Commercial Solutions segment during the three and six months ended January 31, 2019 . 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. During the three and six months ended January 31, 2019 , unallocated expenses also include $1,778,000 and $2,908,000 , respectively, of acquisition plan expenses primarily related to our acquisition of Solacom and our efforts to acquire another small but growing technology solutions company which we believe will further complement our product offerings. See Note (2) - "Solacom Acquisition - Subsequent Event" for further information. There is no certainty that our acquisition plan efforts will be successful. In addition, offsetting unallocated expenses for the three and six months ended January 31, 2019 is a $3,204,000 benefit as a result of a favorable ruling issued by the U.S. Court of Appeals for the Federal Circuit related to a legacy TCS intellectual property matter. See Note (19) - "Legal Proceedings and Other Matters" for further information. Interest expenses in the tables above relate to our Prior Credit Facility and new Credit Facility and includes amortization of deferred financing costs. In addition, during the three months ended October 31, 2018, we recorded a $3,217,000 loss from the write-off of deferred financing costs primarily related to the Term Loan Facility portion of our Prior Credit Facility. See Note (11) - "Credit Facility" for further discussion. Intersegment sales for the three months ended January 31, 2019 and 2018 by the Commercial Solutions segment to the Government Solutions segment were $4,562,000 and $2,328,000 , respectively. Intersegment sales for the six months ended January 31, 2019 and 2018 by the Commercial Solutions segment to the Government Solutions segment were $13,102,000 and $4,949,000 , respectively. There were nominal sales by the Government Solutions segment to the Commercial Solutions segment for these periods. All intersegment sales are eliminated in consolidation and are excluded from the tables above. Unallocated assets at January 31, 2019 consist principally of cash and cash equivalents, income taxes receivable, corporate property, plant and equipment and deferred financing costs. Substantially all of our long-lived assets are located in the U.S. |