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. Our Commercial Solutions segment offers satellite ground station technologies (such as modems and amplifiers) and public safety and location technologies (such as 911 call routing and mapping solutions) to commercial customers and smaller government customers, such as state and local governments. This segment also serves certain large government customers (including the U.S. government) that have requirements for off-the-shelf commercial equipment. Our Government Solutions segment provides mission-critical technologies (such as tactical satellite-based networks and ongoing support for complicated communications networks) and high-performance transmission technologies (such as troposcatter systems and solid-state, high-power amplifiers) to large government end-users (including those of foreign countries), large international customers and domestic prime contractors. Operating segment information, along with a reconciliation of segment net income and consolidated net (loss) income to Adjusted EBITDA is presented in the tables below: Three months ended January 31, 2021 Commercial Solutions Government Solutions Unallocated Total Net sales $ 87,825,000 73,467,000 — $ 161,292,000 Operating income (loss) $ 9,371,000 5,460,000 (9,429,000) $ 5,402,000 Net income (loss) $ 9,283,000 5,695,000 (10,773,000) $ 4,205,000 Provision for (benefit from) income taxes 217,000 (286,000) (86,000) (155,000) Interest (income) and other (129,000) 47,000 16,000 (66,000) Interest expense — 4,000 1,414,000 1,418,000 Amortization of stock-based compensation — — 1,287,000 1,287,000 Amortization of intangibles 4,286,000 509,000 — 4,795,000 Depreciation 1,934,000 443,000 80,000 2,457,000 Acquisition plan expenses — — 3,357,000 3,357,000 Restructuring costs 601,000 — — 601,000 COVID-19 related costs — 160,000 — 160,000 Adjusted EBITDA $ 16,192,000 6,572,000 (4,705,000) $ 18,059,000 Purchases of property, plant and equipment $ 1,575,000 1,221,000 — $ 2,796,000 Total assets at January 31, 2021 $ 672,209,000 240,618,000 33,768,000 $ 946,595,000 Three months ended January 31, 2020 Commercial Solutions Government Solutions Unallocated Total Net sales $ 96,122,000 65,532,000 — $ 161,654,000 Operating income (loss) $ 12,619,000 5,003,000 (11,388,000) $ 6,234,000 Net income (loss) $ 12,702,000 5,016,000 (14,223,000) $ 3,495,000 (Benefit from) provision for income taxes (112,000) — 1,229,000 1,117,000 Interest (income) and other 20,000 (13,000) (1,000) 6,000 Interest expense 9,000 — 1,607,000 1,616,000 Amortization of stock-based compensation — — 1,238,000 1,238,000 Amortization of intangibles 4,362,000 867,000 — 5,229,000 Depreciation 2,183,000 312,000 226,000 2,721,000 Estimated contract settlement costs (262,000) — — (262,000) Acquisition plan expenses — — 6,025,000 6,025,000 Adjusted EBITDA $ 18,902,000 6,182,000 (3,899,000) $ 21,185,000 Purchases of property, plant and equipment $ 915,000 201,000 142,000 $ 1,258,000 Long-lived assets acquired in connection with acquisitions $ — 31,131,000 — $ 31,131,000 Total assets at January 31, 2020 $ 672,336,000 233,221,000 44,385,000 $ 949,942,000 Six months ended January 31, 2021 Commercial Solutions Government Solutions Unallocated Total Net sales $ 169,627,000 126,883,000 — $ 296,510,000 Operating income (loss) $ 18,121,000 8,045,000 (106,480,000) $ (80,314,000) Net income (loss) $ 17,598,000 8,386,000 (107,619,000) $ (81,635,000) Provision for (benefit from) income taxes 556,000 (412,000) (2,538,000) (2,394,000) Interest (income) and other (33,000) 7,000 26,000 — Interest expense — 64,000 3,651,000 3,715,000 Amortization of stock-based compensation — — 1,986,000 1,986,000 Amortization of intangibles 8,573,000 1,788,000 — 10,361,000 Depreciation 3,930,000 846,000 233,000 5,009,000 Acquisition plan expenses (1,052,000) — 95,592,000 94,540,000 Restructuring costs 601,000 — 601,000 COVID-19 related costs — 160,000 — 160,000 Adjusted EBITDA $ 30,173,000 10,839,000 (8,669,000) $ 32,343,000 Purchases of property, plant and equipment $ 1,964,000 1,642,000 80,000 $ 3,686,000 Total assets at January 31, 2021 $ 672,209,000 240,618,000 33,768,000 $ 946,595,000 Six months ended January 31, 2020 Commercial Solutions Government Solutions Unallocated Total Net sales $ 190,436,000 141,485,000 — $ 331,921,000 Operating income (loss) $ 22,460,000 12,086,000 (19,052,000) $ 15,494,000 Net income (loss) $ 22,569,000 12,111,000 (24,797,000) $ 9,883,000 (Benefit from) provision for income taxes (99,000) — 2,361,000 2,262,000 Interest (income) and other (27,000) (26,000) (18,000) (71,000) Interest expense 17,000 1,000 3,402,000 3,420,000 Amortization of stock-based compensation — — 2,117,000 2,117,000 Amortization of intangibles 8,724,000 1,711,000 — 10,435,000 Depreciation 4,379,000 625,000 368,000 5,372,000 Estimated contract settlement costs (32,000) — — (32,000) Acquisition plan expenses — — 8,414,000 8,414,000 Adjusted EBITDA $ 35,531,000 14,422,000 (8,153,000) $ 41,800,000 Purchases of property, plant and equipment $ 1,915,000 425,000 168,000 $ 2,508,000 Long-lived assets acquired in connection with acquisitions $ — 31,131,000 — $ 31,131,000 Total assets at January 31, 2020 $ 672,336,000 233,221,000 44,385,000 $ 949,942,000 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. During the three months ended January 31, 2021 and 2020, we recorded $3,357,000 and $6,025,000 of acquisition plan expenses, respectively, and during the six months ended January 31, 2021 and 2020, we recorded $94,540,000 and $8,414,000 of acquisition plan expenses, respectively, all of which were recorded in our unallocated expenses. See Note (2) - " Acquisitions " for further information. During the three and six months ended January 31, 2021, our Commercial Solutions segment recorded $601,000 of restructuring costs in connection with our efforts to shift production of our key satellite earth station products to a new 146,000 square foot facility in Chandler, Arizona. In addition, during the three and six months ended January 31, 2021, our Government Solutions segment recorded $160,000 of additional operating costs incurred for our antenna facility located in the United Kingdom due to the impact of COVID-19 pandemic. There were no such charges recorded in in the three and six months ended January 31, 2020. Interest expense in the tables above primarily relates to our Credit Facility, and includes the amortization of deferred financing costs. See Note (10) - " Credit Facility " for further discussion. In addition, interest expense for the six months ended January 31, 2021 includes $1,178,000 of incremental interest expense for ticking fees related to a now terminated financing commitment letter, as discussed in more detail in Note (2) - " Acquisitions ." Intersegment sales for the three months ended January 31, 2021 and 2020 by the Commercial Solutions segment to the Government Solutions segment were $944,000 and $1,862,000, respectively. Intersegment sales for the six months ended January 31, 2021 and 2020 by the Commercial Solutions segment to the Government Solutions segment were $1,795,000 and $3,761,000, 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, 2021 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. |