Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2021 | Dec. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-7928 | |
Entity Registrant Name | COMTECH TELECOMMUNICATIONS CORP /DE/ | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Central Index Key | 0000023197 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-2139466 | |
Entity Address, Address Line One | 68 South Service Road | |
Entity Address, Address Line Two | Suite 230 | |
Entity Address, City or Town | Melville | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11747 | |
City Area Code | (631) | |
Local Phone Number | 962-7000 | |
Title of 12(b) Security | Common Stock, par value $0.10 per share | |
Trading Symbol | CMTL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,347,292 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 30,917,000 | $ 30,861,000 |
Accounts receivable, net | 136,822,000 | 158,110,000 |
Inventories, net | 87,696,000 | 80,358,000 |
Prepaid expenses and other current assets | 18,532,000 | 18,167,000 |
Total current assets | 273,967,000 | 287,496,000 |
Property, plant and equipment, net | 38,569,000 | 35,286,000 |
Operating lease right-of-use assets, net | 48,656,000 | 44,486,000 |
Goodwill | 347,692,000 | 347,698,000 |
Intangibles with finite lives, net | 263,350,000 | 268,699,000 |
Deferred financing costs, net | 1,622,000 | 1,824,000 |
Other assets, net | 9,133,000 | 7,622,000 |
Total assets | 982,989,000 | 993,111,000 |
Current liabilities: | ||
Accounts payable | 34,441,000 | 36,193,000 |
Accrued expenses and other current liabilities | 87,989,000 | 89,601,000 |
Operating lease liabilities, current | 9,214,000 | 8,841,000 |
Dividends payable | 2,629,000 | 2,601,000 |
Contract liabilities | 62,607,000 | 66,130,000 |
Interest payable | 128,000 | 195,000 |
Total current liabilities | 197,008,000 | 203,561,000 |
Non-current portion of long-term debt | 108,000,000 | 201,000,000 |
Operating lease liabilities, non-current | 43,720,000 | 39,569,000 |
Income taxes payable | 3,105,000 | 2,717,000 |
Deferred tax liability, net | 21,263,000 | 21,230,000 |
Long-term contract liabilities | 9,828,000 | 9,808,000 |
Other liabilities | 14,036,000 | 14,507,000 |
Total liabilities | 396,960,000 | 492,392,000 |
Commitments and contingencies (See Note 19) | ||
Convertible preferred stock, par value $0.10 per share; authorized 125,000 shares; issued 100,000 at October 31, 2021 (includes accrued dividends of $235,000) | 100,235,000 | |
Stockholders’ equity: | ||
Preferred stock, par value $0.10 per share; authorized and unissued 1,875,000 shares | 0 | 0 |
Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 41,380,241 and 41,281,812 shares at October 31, 2021 and July 31, 2021, respectively | 4,138,000 | 4,128,000 |
Additional paid-in capital | 604,452,000 | 605,439,000 |
Retained earnings | 319,053,000 | 333,001,000 |
Stockholders' equity before treasury stock | 927,643,000 | 942,568,000 |
Treasury stock, at cost (15,033,317 shares at October 31, 2021 and July 31, 2021) | (441,849,000) | (441,849,000) |
Total stockholders’ equity | 485,794,000 | 500,719,000 |
Total liabilities, convertible preferred stock and stockholders’ equity | $ 982,989,000 | $ 993,111,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, accrued dividends | $ 235,000 | |
Stockholders’ equity: | ||
Series A convertible preferred stock, par value per share (in dollars per share) | $ 0.10 | |
Series A convertible preferred stock, par value (in shares) | 100,000 | |
Series A convertible preferred stock, shares authorized (in shares) | 125,000 | |
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized (in shares) | 1,875,000 | 1,875,000 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 41,380,241 | 41,281,812 |
Treasury stock, shares (in shares) | 15,033,317 | 15,033,317 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 116,759,000 | $ 135,218,000 |
Cost of sales | 75,024,000 | 85,010,000 |
Gross profit | 41,735,000 | 50,208,000 |
Expenses: | ||
Selling, general and administrative | 28,242,000 | 27,540,000 |
Research and development | 12,497,000 | 11,635,000 |
Amortization of intangibles | 5,349,000 | 5,566,000 |
Proxy solicitation costs | 2,162,000 | 0 |
Acquisition plan expenses | 0 | 91,183,000 |
Total operating expenses | 48,250,000 | 135,924,000 |
Operating loss | (6,515,000) | (85,716,000) |
Other expenses (income): | ||
Interest expense | 1,607,000 | 2,297,000 |
Interest (income) and other | 219,000 | 66,000 |
Change in fair value of convertible preferred stock purchase option liability | (304,000) | 0 |
Loss before benefit from income taxes | (8,037,000) | (88,079,000) |
Benefit from income taxes | (2,053,000) | (2,239,000) |
Net loss | (5,984,000) | (85,840,000) |
Convertible preferred stock issuance costs | (4,007,000) | 0 |
Establishment of initial convertible preferred stock purchase option liability | (1,005,000) | 0 |
Dividend on convertible preferred stock | (235,000) | 0 |
Net loss attributable to common stockholders | $ (11,231,000) | $ (85,840,000) |
Net loss per common share (See Note 6): | ||
Basic (in dollars per share) | $ (0.43) | $ (3.39) |
Diluted (in dollars per share) | $ (0.43) | $ (3.39) |
Weighted average number of common shares outstanding - basic (in shares) | 26,426,000 | 25,305,000 |
Weighted average number of common and common equivalent shares outstanding - diluted (in shares) | 26,426,000 | 25,305,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Treasury Stock |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Convertible preferred stock issuance costs | $ 0 | ||||||
Establishment of initial convertible preferred stock purchase option liability | 0 | ||||||
Dividend on convertible preferred stock | 0 | ||||||
Beginning balance (in shares) at Jul. 31, 2020 | 39,924,439 | ||||||
Beginning balance (in shares) at Jul. 31, 2020 | 15,033,317 | ||||||
Beginning balance at Jul. 31, 2020 | 549,299,000 | $ (215,000) | $ 3,992,000 | $ 569,891,000 | $ 417,265,000 | $ (215,000) | $ (441,849,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-classified stock award compensation | 699,000 | 699,000 | |||||
Proceeds from issuance of employee stock purchase plan shares (in shares) | 15,265 | ||||||
Proceeds from issuance of employee stock purchase plan shares | 182,000 | $ 1,000 | 181,000 | ||||
Issuance of restricted stock (in shares) | 35,975 | ||||||
Issuance of restricted stock | 0 | $ 4,000 | (4,000) | ||||
Net settlement of stock-based awards (in shares) | 68,074 | ||||||
Net settlement of stock-based awards | (1,338,000) | $ 7,000 | (1,345,000) | ||||
Cash dividends declared, net | (2,493,000) | (2,493,000) | |||||
Accrual of dividend equivalents, net of reversal | (142,000) | (142,000) | |||||
Net loss | (85,840,000) | (85,840,000) | |||||
Ending balance (in shares) at Oct. 31, 2020 | 40,043,753 | ||||||
Ending balance (in shares) at Oct. 31, 2020 | 15,033,317 | ||||||
Ending balance at Oct. 31, 2020 | $ 460,152,000 | $ 4,004,000 | 569,422,000 | 328,575,000 | $ (441,849,000) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of convertible preferred stock (in shares) | 100,000 | ||||||
Issuance of convertible preferred stock | $ 100,000,000 | ||||||
Convertible preferred stock issuance costs | (4,007,000) | ||||||
Establishment of initial convertible preferred stock purchase option liability | (1,005,000) | ||||||
Dividend on convertible preferred stock | (235,000) | ||||||
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) | $ 5,247,000 | ||||||
Ending Balance (in shares) at Oct. 31, 2021 | 100,000 | ||||||
Ending Balance at Oct. 31, 2021 | $ 100,235,000 | ||||||
Beginning balance (in shares) at Jul. 31, 2021 | 41,281,812 | 41,281,812 | |||||
Beginning balance (in shares) at Jul. 31, 2021 | 15,033,317 | 15,033,317 | |||||
Beginning balance at Jul. 31, 2021 | $ 500,719,000 | $ 4,128,000 | 605,439,000 | 333,001,000 | $ (441,849,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-classified stock award compensation | 921,000 | 921,000 | |||||
Proceeds from issuance of employee stock purchase plan shares (in shares) | 10,540 | ||||||
Proceeds from issuance of employee stock purchase plan shares | 229,000 | $ 1,000 | 228,000 | ||||
Issuance of restricted stock (in shares) | 13,428 | ||||||
Issuance of restricted stock | 0 | $ 1,000 | (1,000) | ||||
Net settlement of stock-based awards (in shares) | 74,461 | ||||||
Net settlement of stock-based awards | (2,127,000) | $ 8,000 | (2,135,000) | ||||
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) | (5,247,000) | (5,247,000) | |||||
Cash dividends declared, net | (2,629,000) | (2,629,000) | |||||
Accrual of dividend equivalents, net of reversal | (88,000) | (88,000) | |||||
Net loss | $ (5,984,000) | (5,984,000) | |||||
Ending balance (in shares) at Oct. 31, 2021 | 41,380,241 | 41,380,241 | |||||
Ending balance (in shares) at Oct. 31, 2021 | 15,033,317 | 15,033,317 | |||||
Ending balance at Oct. 31, 2021 | $ 485,794,000 | $ 4,138,000 | $ 604,452,000 | $ 319,053,000 | $ (441,849,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | |
Cash dividends declared (in dollars per share) | $ 0.10 | $ 0.10 | |
Accrual of dividend equivalents (in dollars per share) | $ 0.10 | $ 0.10 | |
Cumulative Effect, Period of Adoption, Adjustment | |||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 [Member] |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,984,000) | $ (85,840,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization of property, plant and equipment | 2,241,000 | 2,552,000 |
Amortization of intangible assets with finite lives | 5,349,000 | 5,566,000 |
Amortization of stock-based compensation | 921,000 | 699,000 |
Amortization of deferred financing costs | 203,000 | 184,000 |
Change in fair value of convertible preferred stock purchase option liability | (304,000) | 0 |
Changes in other liabilities | (1,033,000) | (1,033,000) |
(Benefit from) provision for allowance for doubtful accounts | (156,000) | 110,000 |
Provision for excess and obsolete inventory | 1,175,000 | 1,003,000 |
Deferred income tax expense | 175,000 | 816,000 |
Other | 0 | (225,000) |
Changes in assets and liabilities, net of effects of business acquisitions: | ||
Accounts receivable | 21,450,000 | (5,784,000) |
Inventories | (8,513,000) | (101,000) |
Prepaid expenses and other current assets | 1,507,000 | (5,247,000) |
Other assets | (537,000) | 45,000 |
Accounts payable | (6,353,000) | 1,133,000 |
Accrued expenses and other current liabilities | 814,000 | 7,031,000 |
Contract liabilities | (3,503,000) | 4,274,000 |
Other liabilities, non-current | (2,000) | 2,358,000 |
Interest payable | (66,000) | 1,307,000 |
Income taxes payable | (2,605,000) | (3,077,000) |
Net cash provided by (used in) operating activities | 4,779,000 | (74,229,000) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (3,638,000) | (890,000) |
Net cash used in investing activities | (3,638,000) | (890,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock | 100,000,000 | 0 |
Net (payments) borrowings of long-term debt under Credit Facility | (93,000,000) | 67,500,000 |
Remittance of employees' statutory tax withholding for stock awards | (4,723,000) | (2,737,000) |
Cash dividends paid on common stock | (2,916,000) | (5,236,000) |
Payment of convertible preferred stock issuance costs | (530,000) | 0 |
Payment of deferred financing costs | (140,000) | 0 |
Repayment of principal amounts under finance lease liabilities | (5,000) | 0 |
Proceeds from issuance of employee stock purchase plan shares | 229,000 | 182,000 |
Net cash (used in) provided by financing activities | (1,085,000) | 59,709,000 |
Net increase (decrease) in cash and cash equivalents | 56,000 | (15,410,000) |
Cash and cash equivalents at beginning of period | 30,861,000 | 47,878,000 |
Cash and cash equivalents at end of period | 30,917,000 | 32,468,000 |
Cash paid (received) during the period for: | ||
Interest | 1,345,000 | 786,000 |
Income taxes, net | 387,000 | 22,000 |
Non-cash investing and financing activities: | ||
Unpaid additions to property, plant and equipment | 1,878,000 | 1,489,000 |
Cash dividends declared on common stock but unpaid (including accrual of dividend equivalents) | 2,717,000 | 142,000 |
Unpaid convertible preferred stock issuance costs | 3,477,000 | |
Establishment of initial convertible preferred stock purchase option liability | 1,005,000 | 0 |
Adjustment to reflect redemption value of convertible preferred stock | $ 5,247,000 | $ 0 |
General
General | 3 Months Ended |
Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | 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 months ended October 31, 2021 and 2020 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 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, and the reported amounts of net sales and expenses during the reported period. Actual results may differ from those estimates. Our condensed 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, 2021 and the notes thereto contained in our Annual Report on Form 10-K, and all of our other filings with the SEC. Impact of Coronavirus Disease 2019 Pandemic ("COVID-19") and Global Supply Chain Constraints on Our Business Since March 2020, we have conducted most of our non-production related operations using remote working arrangements, curtailed most business travel, and have established social distancing safeguards. Both COVID-19 and the related global supply chain constraints have impacted our business, operating results and financial condition, as well as the operations and financial performance of many of the customers and suppliers in industries that we serve. We have experienced order and production delays, supply chain disruptions, lower levels of factory utilization and higher logistics and operational costs. Although the COVID-19 pandemic is by no means over and additional waves of COVID-19 could again alter the business landscape, we believe that the pandemic’s worst impact on our business is largely behind us. Our long-term fundamentals remain strong and we continue to believe our business is well-positioned for growth. |
Acquisitions
Acquisitions | 3 Months Ended |
Oct. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions UHP Networks Inc. On March 2, 2021, we completed our acquisition of UHP Networks Inc. ("UHP"), a leading provider of innovative and disruptive satellite ground station technology solutions, pursuant to a stock purchase agreement initially entered into in November 2019 and amended in June 2020 and on March 1, 2021, respectively. With end-markets for high-speed satellite-based networks anticipated to significantly grow, our acquisition allows us to enhance our Commercial Solutions segment's offerings with low cost time division multiple access ("TDMA") satellite modems. The acquisition has a preliminary purchase price for accounting purposes of $37,470,000. Pursuant to the stock purchase agreement, during fiscal 2021, the initial upfront payment of approximately $23,979,000 was paid mostly in shares of our common stock, with $87,000 in cash. In August 2021, $3,991,000 of the $4,991,000 hold back amount previously placed into escrow at closing was paid to the seller in shares of our common stock, as the conditions pursuant to the stock purchase agreement were met. The stock purchase agreement also provides for a contingent earn-out payment of up to $9,000,000, also payable at our option in cash and or shares of our common stock, if specified sales milestones are reached during a defined period ending September 30, 2022. The preliminary estimated fair value of such contingent earn-out consideration at the acquisition date was $8,500,000. Of the $23,979,000 paid at closing, $4,560,000 was placed into escrow to be released ratably over three years upon settlement of potential indemnification obligations of the seller. We issued 1,026,567 shares of our common stock at closing, based on a volume weighted average stock price of approximately $28.14 per share, in satisfaction of initial payment and escrow arrangements under the terms of the stock purchase agreement. The terms of the stock purchase agreement provide an ability for us to substitute cash in lieu of the common stock that was initially placed into escrow. We are accounting for the acquisition under the acquisition method of accounting in accordance with FASB ASC 805, "Business Combinations" ("ASC 805"). The purchase price was allocated to the assets acquired and liabilities assumed, based on their preliminary fair value as of March 2, 2021 pursuant to the business combination accounting rules. Acquisition plan expenses were not included as a component of consideration transferred and were expensed in the period incurred. Our condensed consolidated statements of operations for the three months ended October 31, 2021 include a nominal amount of revenue contribution from the acquisition. Pro forma financial information is not disclosed, as the acquisition is not material. The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition: Purchase Price Allocation (1) Measurement Period Adjustments Purchase Price Allocation (As adjusted) Initial upfront payment $ 23,979,000 — $ 23,979,000 Hold-back amount 4,991,000 — 4,991,000 Contingent earn-out consideration 8,500,000 — 8,500,000 Preliminary purchase price at fair value $ 37,470,000 — $ 37,470,000 Preliminary allocation of aggregate purchase price: Cash and cash equivalents $ 1,391,000 — $ 1,391,000 Current assets 1,358,000 9,000 1,367,000 Property, plant and equipment 10,000 — 10,000 Deferred tax assets 313,000 (3,000) 310,000 Contract liabilities (648,000) — (648,000) Accrued warranty obligations (750,000) — (750,000) Other current liabilities (1,175,000) — (1,175,000) Non-current liabilities (160,000) — (160,000) Net tangible assets at preliminary fair value $ 339,000 6,000 $ 345,000 Identifiable intangibles, deferred taxes and goodwill: Estimated Useful Lives Technology $ 15,300,000 — $ 15,300,000 15 years Customer relationships 15,500,000 — 15,500,000 15 years Trade name 800,000 — 800,000 20 years Deferred tax liabilities (8,374,000) — (8,374,000) Goodwill 13,905,000 (6,000) 13,899,000 Indefinite Preliminary allocation of aggregate purchase price $ 37,470,000 — $ 37,470,000 (1) As reported in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2021. The acquired identifiable intangible assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized over their estimated useful lives. The preliminary fair value of customer relationships was primarily based on the value of the discounted cash flows that the related intangible asset could be expected to generate in the future. The preliminary fair value of technology and trade name was based on the discounted capitalization of royalty expense saved because we now own the assets. The preliminary estimated fair value of contingent earn-out consideration represents the present value of the estimated amount payable, based on a probability-weighted amount of net sales, as defined, during the earn-out period, which reflects significant management estimates and assumptions using unobservable Level 3 inputs, including: (i) possible outcomes for targeted net sales during the earn-out period; (ii) timing of each possible outcome; (iii) probability of each possible outcome; and (vi) discount rate reflecting the credit risk of the Company. Among the factors contributing to the recognition of goodwill, as a component of the preliminary purchase price allocation, were synergies in products and technologies and the addition of a skilled, assembled workforce. This goodwill has been assigned to our Commercial Solutions segment based on specific identification and is generally not deductible for income tax purposes. The allocation of the preliminary purchase price shown in the above table was based upon a preliminary valuation and estimates and assumptions that are subject to change within the purchase price allocation period, generally one year from the acquisition date. The primary areas of the purchase price allocation not yet finalized include the purchase price (due to customary adjustments for potential indemnification obligations of the seller under the stock purchase agreement), a final assessment of assets acquired and liabilities assumed, accrued warranty obligations, income taxes and residual goodwill. |
Adoption of Accounting Standard
Adoption of Accounting Standards and Updates | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Adoption of Accounting Standards and Updates | Adoption of Accounting Standards and Updates We are required to prepare our condensed 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 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 three months ended October 31, 2021, we adopted: • FASB ASU No. 2019-12, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. Our adoption of this ASU on August 1, 2021 did not have a material impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2020-01, which clarifies the interactions between Topics 321, 323 and 815. This ASU clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In addition, the amendments clarify the accounting for certain forward contracts and purchased options accounted for under Topic 815. Our adoption of this ASU on August 1, 2021 did not impact our condensed consolidated financial statements or disclosures. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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 Government Solutions segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our public safety and location technologies product line within our Commercial Solutions segment. For service-based contracts in our public safety and location technologies product line, 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. 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) and certain contracts for our solid-state, high-power RF 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 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 additional 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 products 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 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. 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 October 31, 2021 2020 United States U.S. government 30.1 % 32.5 % Domestic 48.5 % 41.9 % Total United States 78.6 % 74.4 % International 21.4 % 25.6 % Total 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. Included in domestic sales are sales to Verizon Communications Inc. ("Verizon"), which accounted for 11.7% and 12.5% of consolidated net sales for the three months ended October 31, 2021 and 2020, 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 months ended October 31, 2021 and 2020. The following tables summarize our disaggregation of revenue consistent with information reviewed by our Chief Operating Decision Maker ("CODM") for the three months ended October 31, 2021 and 2020. 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 October 31, 2021 Commercial Solutions Government Solutions Total Geographical region and customer type U.S. government $ 11,034,000 24,135,000 $ 35,169,000 Domestic 51,220,000 5,335,000 56,555,000 Total United States 62,254,000 29,470,000 91,724,000 International 16,680,000 8,355,000 25,035,000 Total $ 78,934,000 37,825,000 $ 116,759,000 Contract type Firm fixed-price $ 78,720,000 30,382,000 $ 109,102,000 Cost reimbursable 214,000 7,443,000 7,657,000 Total $ 78,934,000 37,825,000 $ 116,759,000 Transfer of control Point in time $ 24,200,000 16,563,000 $ 40,763,000 Over time 54,734,000 21,262,000 75,996,000 Total $ 78,934,000 37,825,000 $ 116,759,000 Three months ended October 31, 2020 Commercial Solutions Government Solutions Total Geographical region and customer type U.S. government $ 9,458,000 34,432,000 $ 43,890,000 Domestic 49,300,000 7,414,000 56,714,000 Total United States 58,758,000 41,846,000 100,604,000 International 23,044,000 11,570,000 34,614,000 Total $ 81,802,000 53,416,000 $ 135,218,000 Contract type Firm fixed-price $ 80,988,000 32,656,000 $ 113,644,000 Cost reimbursable 814,000 20,760,000 21,574,000 Total $ 81,802,000 53,416,000 $ 135,218,000 Transfer of control Point in time $ 29,671,000 23,031,000 $ 52,702,000 Over time 52,131,000 30,385,000 82,516,000 Total $ 81,802,000 53,416,000 $ 135,218,000 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 months ended October 31, 2021 and 2020, 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 contract liability balance at July 31, 2021 and July 31, 2020, $24,973,000 and $16,370,000 was recognized as revenue during the three months ended October 31, 2021 and 2020, 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. Incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material. As commissions payable to our internal sales and marketing employees or contractors are contingent upon multiple factors, such commissions are not considered direct costs to obtain or fulfill a contract with a customer and are expensed as incurred in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. As for commissions payable to our third-party sales representatives related to long-term contracts, we do consider these types of commissions both direct and incremental costs to obtain and fulfill such contracts. Therefore, such types of commissions are included in total estimated costs at completion for such contracts and expensed over time through cost of sales on our Condensed Consolidated Statements of Operations. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Oct. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 and earn-out arrangements related to our acquisition of UHP and the assumed conversion of Convertible Preferred Stock, if dilutive, outstanding during each respective period. Pursuant to FASB ASC 260 " Earnings Per Share, " shares whose issuance is contingent upon the satisfaction of certain conditions are included in diluted EPS based on the 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. There were no repurchases of our common stock during the three months ended October 31, 2021 and 2020. See Note (18) - " Stockholders’ Equity " for more information. Weighted average stock options, RSUs and restricted stock outstanding of 1,525,000 and 1,839,000 for the three months ended October 31, 2021 and 2020, respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Our EPS calculations exclude 239,000 and 232,000 weighted average performance shares outstanding for the three months ended October 31, 2021 and 2020, respectively, as the performance conditions have not yet been satisfied. However, the numerator for EPS calculations for each respective period is reduced by the compensation expense related to these awards. Weighted average common shares of 340,000 related to our acquisition of UHP in March 2021 were not included in our diluted EPS calculation for the three months ended October 31, 2021 because their effect would have been anti-dilutive. Weighted average common shares of 577,000 underlying the assumed conversion of Convertible Preferred Stock, on an if-converted basis, were not included in our diluted EPS calculation for the three months ended October 31, 2021 because their effect would have been anti-dilutive. As a result, the numerator for our basic and diluted EPS calculation for the three months ended October 31, 2021 is our 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 October 31, 2021 2020 Numerator: Net loss $ (5,984,000) (85,840,000) Convertible preferred stock issuance costs (4,007,000) — Establishment of initial convertible preferred stock purchase option liability (1,005,000) — Dividend on convertible preferred stock (235,000) — Net loss attributable to common stockholders $ (11,231,000) (85,840,000) Denominator: Denominator for basic and diluted calculation 26,426,000 25,305,000 As discussed further in Note (17) - " Convertible Preferred Stock ," the Convertible Preferred Stock issued in October 2021 represents a "participating security" as defined in ASC 260. As a result, our EPS calculations for the three months ended October 31, 2021 were based on the two-class method. Given the net loss attributable to common stockholders for the three months ended October 31, 2021, there was no impact of applying the two-class method to our reported basic or diluted earnings per common share. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Oct. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consist of the following at: October 31, 2021 July 31, 2021 Receivables from commercial and international customers $ 72,311,000 86,890,000 Unbilled receivables from commercial and international customers 34,210,000 36,131,000 Receivables from the U.S. government and its agencies 28,758,000 33,381,000 Unbilled receivables from the U.S. government and its agencies 3,010,000 3,356,000 Total accounts receivable 138,289,000 159,758,000 Less allowance for doubtful accounts 1,467,000 1,648,000 Accounts receivable, net $ 136,822,000 158,110,000 Unbilled receivables as of October 31, 2021 relate to contracts-in-progress for which revenue has been recognized, but for which we have not yet earned the right to bill the customer for work performed to-date. Under ASC 606, unbilled receivables constitute contract assets. Management estimates that a substantial portion of the amounts not yet billed at October 31, 2021 will be billed and collected within one year. As of October 31, 2021, 23.0%, 14.8% and 12.8% of total accounts receivable related to the U.S. government (and its agencies), AT&T, Inc. and Verizon, respectively. |
Inventories
Inventories | 3 Months Ended |
Oct. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at: October 31, 2021 July 31, 2021 Raw materials and components $ 67,151,000 62,249,000 Work-in-process and finished goods 41,606,000 38,338,000 Total inventories 108,757,000 100,587,000 Less reserve for excess and obsolete inventories 21,061,000 20,229,000 Inventories, net $ 87,696,000 80,358,000 As of October 31, 2021 and July 31, 2021, the amount of inventory directly related to long-term contracts (including contracts-in-progress) was $7,392,000 and $7,028,000, respectively, and the amount of inventory related to contracts from third-party commercial customers who outsource their manufacturing to us was $1,632,000 and $1,509,000, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Oct. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following at: October 31, 2021 July 31, 2021 Accrued wages and benefits $ 23,599,000 26,367,000 Accrued warranty obligations 16,889,000 17,600,000 Accrued contract costs 13,682,000 12,750,000 Accrued acquisition-related costs 8,969,000 9,222,000 Accrued commissions and royalties 4,589,000 5,342,000 Accrued legal costs 2,596,000 2,854,000 Other 17,665,000 15,466,000 Accrued expenses and other current liabilities $ 87,989,000 89,601,000 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 acquisition-related costs as of October 31, 2021 and July 31, 2021 include $8,830,000 and $8,705,000, respectively, of contingent earn-out consideration related to our acquisition of UHP. See Note ( 2 ) - “ Acquisitions - UHP Networks Inc. ” for further discussion. Accrued warranty obligations as of October 31, 2021 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, 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 accrued warranty obligations during the three months ended October 31, 2021 and 2020 were as follows: Three months ended October 31, 2021 2020 Balance at beginning of period $ 17,600,000 15,200,000 Provision for warranty obligations 271,000 1,845,000 Charges incurred (982,000) (849,000) Balance at end of period $ 16,889,000 16,196,000 |
Credit Facility
Credit Facility | 3 Months Ended |
Oct. 31, 2021 | |
Line of Credit Facility [Abstract] | |
Credit Facility | Credit Facility On October 31, 2018, we entered into a First Amended and Restated Credit Agreement (the "Credit Facility") with a syndicate of lenders. The Credit Facility provides a senior secured loan facility of up to $550,000,000 consisting of: (i) a revolving loan facility ("Revolving Loan Facility") with a borrowing limit of $300,000,000; (ii) an accordion feature allowing us to make a request to borrow up to an additional $250,000,000 subject to the satisfaction of specified conditions, including approval by our lenders; (iii) a $35,000,000 letter of credit sublimit; and (iv) a swingline loan credit sublimit of $25,000,000. The Credit Facility matures on October 31, 2023 (the "Revolving Maturity Date"). If we issue new unsecured debt in excess of $5,000,000 with a maturity date that is less than 91 days from October 31, 2023, the Revolving Maturity Date would automatically accelerate so that it would be 91 days earlier than the maturity date of the new unsecured debt. As of October 31, 2021, the amount outstanding under our Credit Facility was $108,000,000, which is reflected in the non-current portion of long-term debt on our Condensed Consolidated Balance Sheet. At October 31, 2021, we had $1,503,000 of standby letters of credit outstanding under our Credit Facility related to guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit. During the three months ended October 31, 2021, we had outstanding balances under the Credit Facility ranging from $100,000,000 to $212,000,000. As of October 31, 2021, total net deferred financing costs related to the Credit Facility were $1,622,000 and are being amortized over the term of our Credit Facility through October 31, 2023. Interest expense related to our Credit Facility, including amortization of deferred financing costs, recorded during the three months ended October 31, 2021 and 2020 was $1,493,000 and $1,111,000, respectively. Our blended interest rate approximated 2.94% and 2.70%, respectively, for the three months ended October 31, 2021 and 2020. Borrowings under the Credit Facility shall be either: (i) Alternate Base Rate borrowings, which bear interest from the applicable borrowing date at a rate per annum equal to (x) the greatest of (a) the Prime Rate (as defined) in effect on such day, (b) the Federal Funds Effective Rate (as defined) in effect on such day plus 1/2 of 1.00% per annum and (c) the Adjusted LIBO Rate (as defined) on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00% per annum, plus (y) the Applicable Rate (as defined), 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 plus (y) the Applicable Rate. Determination of the Applicable Rate is based on a pricing grid that is dependent upon our Secured Leverage Ratio (as defined) as of the end of each fiscal quarter for which consolidated financial statements have been most recently delivered. The Credit Facility contains customary representations, warranties and affirmative covenants. The Credit Facility also contains customary negative covenants, subject to negotiated exceptions, including but not limited to: (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 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. In addition, under certain circumstances, we may be required to enter into amendments to the Credit Facility in connection with any further syndication of the Credit Facility. The Credit Facility provides for, among other things: (i) no scheduled payments of principal until maturity; (ii) a maximum Secured Leverage Ratio of 3.75x trailing twelve months ("TTM") Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") and a Maximum Total Leverage Ratio of 4.50x TTM Adjusted EBITDA, each with no step downs; and (iii) a Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA. As of October 31, 2021, our Secured Leverage Ratio was 1.57x TTM Adjusted EBITDA compared to the maximum allowable Secured Leverage Ratio of 3.75x TTM Adjusted EBITDA. Our Interest Expense Coverage Ratio as of October 31, 2021 was 12.78x TTM Adjusted EBITDA compared to the Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA. Given our expected future business performance, we anticipate maintaining compliance with the terms and financial covenants in our Credit Facility for the foreseeable future. The obligations under the Credit Facility are guaranteed by certain of our domestic and foreign subsidiaries (the "Guarantors"). As collateral security under the Credit Facility and the guarantees thereof, we and the Guarantors have granted to the 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. On December 6, 2018, we entered into an amendment to the Credit Facility to provide for a mechanism to replace the LIBO Rate for Eurodollar borrowings with an alternative benchmark interest rate, should the LIBO Rate generally become unavailable in the future on an other-than-temporary basis. On January 14, 2021, we entered into a further amendment of the Credit Facility to update the LIBO Rate replacement mechanism language and other definitional items. On July 30, 2021, we entered into an amendment to incorporate certain foreign subsidiaries as loan parties and guarantors into the Credit Facility and added certain definitional items. Capitalized terms used but not defined herein have the meanings set forth for such terms in the Credit Facility, which has been documented and filed with the SEC. |
Leases
Leases | 3 Months Ended |
Oct. 31, 2021 | |
Leases [Abstract] | |
Leases | 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 and 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 future 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 October 31, 2021, 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 October 31, 2021 2020 Finance lease expense: Amortization of ROU assets $ 4,000 12,000 Interest on lease liabilities — 1,000 Operating lease expense 2,924,000 2,488,000 Short-term lease expense 94,000 247,000 Variable lease expense 1,176,000 964,000 Sublease income (17,000) (17,000) Total lease expense $ 4,181,000 3,695,000 Additional information related to leases is as follows: Three months ended October 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating leases - Operating cash outflows $ 2,828,000 $ 2,543,000 Finance leases - Operating cash outflows — 1,000 Finance leases - Financing cash outflows 6,000 12,000 ROU assets obtained in the exchange for lease liabilities (non-cash): Operating leases $ 6,667,000 $ 478,000 The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Condensed Consolidated Balance Sheet as of October 31, 2021: Operating Finance Total Remainder of fiscal 2022 $ 8,336,000 12,000 $ 8,348,000 Fiscal 2023 8,709,000 5,000 8,714,000 Fiscal 2024 7,353,000 — 7,353,000 Fiscal 2025 6,832,000 — 6,832,000 Fiscal 2026 5,392,000 — 5,392,000 Thereafter 24,929,000 — 24,929,000 Total future undiscounted cash flows 61,551,000 17,000 61,568,000 Less: Present value discount 8,617,000 3,000 8,620,000 Lease liabilities $ 52,934,000 14,000 $ 52,948,000 Weighted-average remaining lease terms (in years) 8.95 1.12 Weighted-average discount rate 3.45% 6.57% We lease our Melville, New York production facility from a partnership controlled by our CEO and Chairman. Lease payments made during the three months ended October 31, 2021 and 2020 were $166,000 and $163,000, respectively. The current lease provides for our use of the premises as they exist through December 2031. The annual rent of the facility for calendar year 2022 is $665,000 and is subject to customary adjustments. We have a right of first refusal in the event of a sale of the facility. |
Leases | 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 and 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 future 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 October 31, 2021, 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 October 31, 2021 2020 Finance lease expense: Amortization of ROU assets $ 4,000 12,000 Interest on lease liabilities — 1,000 Operating lease expense 2,924,000 2,488,000 Short-term lease expense 94,000 247,000 Variable lease expense 1,176,000 964,000 Sublease income (17,000) (17,000) Total lease expense $ 4,181,000 3,695,000 Additional information related to leases is as follows: Three months ended October 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating leases - Operating cash outflows $ 2,828,000 $ 2,543,000 Finance leases - Operating cash outflows — 1,000 Finance leases - Financing cash outflows 6,000 12,000 ROU assets obtained in the exchange for lease liabilities (non-cash): Operating leases $ 6,667,000 $ 478,000 The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Condensed Consolidated Balance Sheet as of October 31, 2021: Operating Finance Total Remainder of fiscal 2022 $ 8,336,000 12,000 $ 8,348,000 Fiscal 2023 8,709,000 5,000 8,714,000 Fiscal 2024 7,353,000 — 7,353,000 Fiscal 2025 6,832,000 — 6,832,000 Fiscal 2026 5,392,000 — 5,392,000 Thereafter 24,929,000 — 24,929,000 Total future undiscounted cash flows 61,551,000 17,000 61,568,000 Less: Present value discount 8,617,000 3,000 8,620,000 Lease liabilities $ 52,934,000 14,000 $ 52,948,000 Weighted-average remaining lease terms (in years) 8.95 1.12 Weighted-average discount rate 3.45% 6.57% We lease our Melville, New York production facility from a partnership controlled by our CEO and Chairman. Lease payments made during the three months ended October 31, 2021 and 2020 were $166,000 and $163,000, respectively. The current lease provides for our use of the premises as they exist through December 2031. The annual rent of the facility for calendar year 2022 is $665,000 and is subject to customary adjustments. We have a right of first refusal in the event of a sale of the facility. |
Income Taxes
Income Taxes | 3 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At October 31, 2021 and July 31, 2021, total unrecognized tax benefits were $9,393,000 and $9,172,000, respectively, including interest of $193,000 and $163,000, respectively. At October 31, 2021 and July 31, 2021, $3,105,000 and $2,717,000, respectively, of our unrecognized tax benefits were recorded as non-current income taxes payable on our Condensed Consolidated Balance Sheets. The remaining unrecognized tax benefits of $6,288,000 and $6,455,000 at October 31, 2021 and July 31, 2021, respectively, were presented as an offset to the associated non-current deferred tax assets on our Condensed Consolidated Balance Sheets. Of the total unrecognized tax benefits, $8,589,000 and $8,408,000 at October 31, 2021 and July 31, 2021, respectively, net of the reversal of the federal benefit recognized as a deferred tax asset relating to state reserves, would favorably 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 do not expect that there will be any significant changes to our total unrecognized tax benefits within the next twelve months. Our U.S. federal income tax returns for fiscal 2018 through 2020 are subject to potential future Internal Revenue Service ("IRS") audit. None of our state income tax returns prior to fiscal 2017 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Overview We issue stock-based awards to certain of our employees and our Board of Directors pursuant to our 2000 Stock Incentive Plan, as amended and/or restated from time to time (the "Plan") 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 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-employee directors are eligible to receive non-discretionary grants of stock-based awards, subject to certain limitations. As of October 31, 2021, the aggregate number of shares of common stock which may be issued, pursuant to the Plan, may not exceed 10,962,500. 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 October 31, 2021, we had granted stock-based awards pursuant to the Plan representing the right to purchase and/or acquire an aggregate of 9,481,727 shares (net of 4,813,779 expired and canceled awards), of which an aggregate of 7,400,421 have been exercised or settled. As of October 31, 2021, the following stock-based awards, by award type, were outstanding: October 31, 2021 Stock options 1,015,965 Performance shares 261,330 RSUs and restricted stock 566,270 Share units 237,741 Total 2,081,306 Our ESPP provides for the issuance of up to 1,050,000 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 on the first or last day of each calendar quarter, whichever is lower. Through October 31, 2021, we have cumulatively issued 905,311 shares of our common stock to participating employees in connection with our ESPP. Stock-based compensation for awards issued is reflected in the following line items in our Condensed Consolidated Statements of Operations: Three months ended October 31, 2021 2020 Cost of sales $ 73,000 73,000 Selling, general and administrative expenses 772,000 542,000 Research and development expenses 76,000 84,000 Stock-based compensation expense before income tax benefit 921,000 699,000 Estimated income tax benefit (193,000) (144,000) Net stock-based compensation expense $ 728,000 555,000 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 October 31, 2021, unrecognized stock-based compensation of $13,766,000, net of estimated forfeitures of $1,217,000, is expected to be recognized over a weighted average period of 3.4 years. Total stock-based compensation capitalized and included in ending inventory at both October 31, 2021 and July 31, 2021 was $48,000. There are no liability-classified stock-based awards outstanding as of October 31, 2021 or July 31, 2021. Stock-based compensation expense (benefit), by award type, is summarized as follows: Three months ended October 31, 2021 2020 Stock options $ 78,000 120,000 Performance shares 349,000 222,000 RSUs and restricted stock 856,000 922,000 ESPP 55,000 51,000 Share units (417,000) (616,000) Stock-based compensation expense before income tax benefit 921,000 699,000 Estimated income tax benefit (193,000) (144,000) Net stock-based compensation expense $ 728,000 555,000 ESPP stock-based compensation expense primarily relates to the 15% discount offered to participants in the ESPP. During the three months ended October 31, 2021 and 2020, we recorded benefits of $417,000 and $616,000, respectively, which primarily represents the recoupment of certain share units. 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 on our Condensed Consolidated Balance Sheet as of October 31, 2021 and July 31, 2021. 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. Stock Options The following table summarizes the Plan's activity: Awards Weighted Average Weighted Average Aggregate Outstanding at July 31, 2021 1,073,435 $ 25.76 Expired/canceled (56,250) 27.59 Exercised (1,220) 17.88 Outstanding at October 31, 2021 1,015,965 $ 25.66 4.19 $ 1,087,000 Exercisable at October 31, 2021 780,525 $ 28.01 2.87 $ 218,000 Vested and expected to vest at October 31, 2021 1,003,360 $ 25.76 4.13 $ 1,041,000 Stock options outstanding as of October 31, 2021 have exercise prices ranging from $17.88 - $33.94, representing the fair market value of our common stock on the date of grant, a contractual term of ten years and a vesting period of five years. The total intrinsic value relating to stock options exercised during the three months ended October 31, 2021 was $7,000. There were no stock options exercised during the three months ended October 31, 2020. Performance Shares, RSUs, Restricted Stock and Share Unit Awards The following table summarizes the Plan's activity relating to performance shares, RSUs, restricted stock and share units: Awards Weighted Average Aggregate Intrinsic Value Outstanding at July 31, 2021 1,068,370 $ 21.93 Granted 228,161 26.81 Settled (190,310) 23.97 Canceled/Forfeited (40,880) 23.15 Outstanding at October 31, 2021 1,065,341 $ 22.56 $ 22,979,000 Vested at October 31, 2021 353,816 $ 21.94 $ 7,632,000 Vested and expected to vest at October 31, 2021 1,015,655 $ 22.54 $ 21,908,000 The total intrinsic value relating to fully-vested awards settled during the three months ended October 31, 2021 and 2020 was $4,895,000 and $2,896,000, respectively. The performance shares granted to employees 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 October 31, 2021, 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. RSUs and restricted stock granted to non-employee directors prior to July 31, 2019 have a vesting period of three 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. RSUs and restricted stock granted to non-employee directors after July 31, 2019 have a vesting period of five years. RSUs granted to employees 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. 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 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 October 31, 2021, 956,576 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 any post-vesting transfer restrictions. RSUs, performance shares and restricted stock granted since fiscal 2013 are entitled to dividend equivalents unless forfeited before vesting occurs. Share units granted since fiscal 2014 are entitled to dividend equivalents while the underlying shares are unissued. |
Segment Information
Segment Information | 3 Months Ended |
Oct. 31, 2021 | |
Segment Reporting [Abstract] | |
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 current Chief Executive Officer. We currently manage our business through the following reportable operating segments: 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, 911 call handling 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 tactical satellite-based networks and ongoing support for complicated communications networks and 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. 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 expense, or any of the following: income taxes, interest (income) and other, change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID-19 related costs, strategic emerging technology costs (for next-generation satellite technology), facility exit 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 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 (loss) to Adjusted EBITDA is presented in the tables below: Three months ended October 31, 2021 Commercial Solutions Government Solutions Unallocated Total Net sales $ 78,934,000 37,825,000 — $ 116,759,000 Operating income (loss) $ 2,203,000 (1,414,000) (7,304,000) $ (6,515,000) Net income (loss) $ 2,055,000 (1,151,000) (6,888,000) $ (5,984,000) Provision for (benefit from) income taxes 173,000 (631,000) (1,595,000) (2,053,000) Interest (income) and other (25,000) 254,000 (10,000) 219,000 Change in fair value of convertible preferred stock purchase option liability — — (304,000) (304,000) Interest expense — 114,000 1,493,000 1,607,000 Amortization of stock-based compensation — — 921,000 921,000 Amortization of intangibles 4,260,000 1,089,000 — 5,349,000 Depreciation 1,808,000 381,000 52,000 2,241,000 Proxy solicitation costs — — 2,162,000 2,162,000 Restructuring costs 813,000 (101,000) — 712,000 COVID-19 related costs — 674,000 — 674,000 Adjusted EBITDA $ 9,084,000 629,000 (4,169,000) $ 5,544,000 Purchases of property, plant and equipment $ 2,696,000 942,000 — $ 3,638,000 Total assets at October 31, 2021 $ 721,897,000 235,048,000 26,044,000 $ 982,989,000 Three months ended October 31, 2020 Commercial Solutions Government Solutions Unallocated Total Net sales $ 81,802,000 53,416,000 — $ 135,218,000 Operating income (loss) $ 8,750,000 2,585,000 (97,051,000) $ (85,716,000) Net income (loss) $ 8,315,000 2,691,000 (96,846,000) $ (85,840,000) Provision for (benefit from) income taxes 339,000 (126,000) (2,452,000) (2,239,000) Interest (income) and other 96,000 (40,000) 10,000 66,000 Interest expense — 60,000 2,237,000 2,297,000 Amortization of stock-based compensation — — 699,000 699,000 Amortization of intangibles 4,287,000 1,279,000 — 5,566,000 Depreciation 1,996,000 403,000 153,000 2,552,000 Acquisition plan expenses (1,052,000) — 92,235,000 91,183,000 Adjusted EBITDA $ 13,981,000 4,267,000 (3,964,000) $ 14,284,000 Purchases of property, plant and equipment $ 389,000 421,000 80,000 $ 890,000 Total assets at October 31, 2020 $ 646,264,000 238,172,000 34,075,000 $ 918,511,000 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 October 31, 2020, we recorded $91,183,000 of acquisition plan expenses, most of which were recorded in our unallocated expenses. See Note (2) - " Acquisitions " for further information. There were no such charges recorded in the three months ended October 31, 2021. During the three months ended October 31, 2021, we incurred $2,162,000 of proxy solicitation costs (including legal and advisory fees) as a result of a proxy contest initiated by a shareholder during the most recently completed fiscal quarter. There were no similar costs in the comparable period of the prior year. During the three months ended October 31, 2021, our Commercial Solutions segment recorded $813,000 of restructuring costs incurred 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 months ended October 31, 2021, our Government Solutions segment recorded $674,000 of incremental operating costs related to our antenna facility located in the United Kingdom due to the impact of the COVID-19 pandemic. There were no such charges recorded in the three months ended October 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. Interest expense for the three months ended October 31, 2020 includes $1,178,000 of incremental interest expense related to a now terminated financing commitment letter, as discussed in more detail in Note (2) - " Acquisitions ." Intersegment sales for the three months ended October 31, 2021 and 2020 by the Commercial Solutions segment to the Government Solutions segment were $1,132,000 and $851,000, 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 October 31, 2021 consist principally of cash and cash equivalents, income taxes receivable, corporate property, plant and equipment and deferred financing costs. The large majority of our long-lived assets are located in the U.S. |
Goodwill
Goodwill | 3 Months Ended |
Oct. 31, 2021 | |
Goodwill [Abstract] | |
Goodwill | Goodwill The following table represents goodwill by reportable operating segment, including the changes in the net carrying value of goodwill during the three months ended October 31, 2021: Commercial Solutions Government Solutions Total Balance as of July 31, 2021 $ 270,389,000 77,309,000 $ 347,698,000 UHP acquisition (6,000) — (6,000) Balance as of October 31, 2021 $ 270,383,000 77,309,000 $ 347,692,000 In accordance with FASB ASC 350, 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"), 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, 2021 (the first day of our fiscal 2022), 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, which 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, 2021 total public market capitalization and assessed implied control premiums based on our common stock price of $24.97 as of August 1, 2021. 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 22.7% and 94.1%, 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. It is possible that, during the remainder of fiscal 2022 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 fluctuate. Such fluctuation could be caused by uncertainty about the severity and length of the COVID-19 pandemic, and its impact on global activity. 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 2022 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, 2022 (the start of our fiscal 2023). 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. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Oct. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets with finite lives are as follows: October 31, 2021 Weighted Average Gross Carrying Accumulated Net Carrying Customer relationships 20.2 $ 302,058,000 96,786,000 $ 205,272,000 Technologies 14.8 114,949,000 72,143,000 42,806,000 Trademarks and other 16.7 32,926,000 17,654,000 15,272,000 Total $ 449,933,000 186,583,000 $ 263,350,000 July 31, 2021 Weighted Average Gross Carrying Accumulated Net Carrying Customer relationships 20.2 $ 302,058,000 93,215,000 $ 208,843,000 Technologies 14.8 114,949,000 70,924,000 44,025,000 Trademarks and other 16.7 32,926,000 17,095,000 15,831,000 Total $ 449,933,000 181,234,000 $ 268,699,000 The weighted average amortization period in the above table excludes fully amortized intangible assets. Amortization expense for the three months ended October 31, 2021 and 2020 was $5,349,000 and $5,566,000, respectively. The estimated amortization expense consists of the following for the fiscal years ending July 31: 2022 $ 21,685,000 2023 21,781,000 2024 21,154,000 2025 21,041,000 2026 19,888,000 We review net intangible assets with finite lives for impairment when an event occurs indicating the potential for impairment. Based on our last assessment, we believe that the carrying values of our net intangible assets were recoverable as of October 31, 2021. 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 operations and financial condition. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Oct. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred StockOn October 18, 2021, we entered into a Subscription Agreement (the “Subscription Agreement”) with certain affiliates and related funds of White Hat Capital Partners LP and Magnetar Capital LLC (collectively, the “Investors”), relating to the issuance and sale of up to 125,000 shares of a new series of the Company’s Convertible Preferred Stock, par value $0.10 per share (the “Convertible Preferred Stock”), for an aggregate purchase price of up to $125,000,000, or $1,000 per share. On October 19, 2021 (the “Initial Closing Date”), pursuant to the terms of the Subscription Agreement, the Investors purchased an aggregate of 100,000 shares of Convertible Preferred Stock (the “Initial Issuance”) for an aggregate purchase price of $100,000,000. The Investors have a one-time option exercisable at any time on or prior to March 31, 2023 to purchase additional shares of Convertible Preferred Stock for an aggregate purchase price of $25,000,000. This purchase option is commonly referred to as a “Green Shoe” and together with the Initial Issuance, is collectively referred to as the “Issuance”. The initial conversion price for the shares issued in the Initial Issuance is $24.50, subject to an increase in the conversion price to $26.00 upon the achievement of $76.0 million of Adjusted EBITDA (as defined in the Subscription Agreement) for our fiscal 2022 year, and the initial conversion price for the Green Shoe is $32.00. The 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 Convertible Preferred Stock initially had a liquidation preference of $1,000 per share with each share entitled to a cumulative dividend (the “Dividend”) at the rate of 6.5% per annum, compounding quarterly, paid-in-kind or paid in cash, at our election. For any quarter in which we elect not to pay the Dividend in cash with respect to a share of Convertible Preferred Stock, such Dividend becomes part of the liquidation preference of such share. In addition, no dividend or other distribution on our common stock in excess of our $0.10 per share per quarter will be declared or paid on the common stock unless, at the time of such declaration and payment, an equivalent dividend or distribution is declared and paid on the 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 shares of the Convertible Preferred Stock. Such Participating Dividend results in the Convertible Preferred Stock meeting the definition of a "participating security" for purposes of our earnings per share calculations. The Convertible Preferred Stock is convertible into shares of common stock at the option of the holders thereof at or following the earlier to occur of (a) the filing of our Annual Report on Form 10-K for the fiscal year ending July 31, 2022 but no later than October 19, 2022, or (b) immediately prior to (and conditioned upon) the consummation of a Change of Control. At any time after October 19, 2024, we have the right to mandate the conversion of the Convertible Preferred Stock, subject to certain restrictions, based on the price of the common stock in the preceding thirty trading days. Holders of the Convertible Preferred Stock are entitled to vote with the holder's of the common stock on an as-converted basis, as well as are entitled to a separate class vote with respect to, among other things, amendments to our organizational documents that have an adverse effect on the Convertible Preferred Stock, authorizations or issuances of securities of the Company, the payment of dividends other than dividends on common stock in the ordinary course consistent with past practice on a quarterly basis in an amount not to exceed our current dividend rate of $0.10 per share per quarter, related party transactions, repurchases or redemptions of securities of the Company (other than the repurchase of up to $25,000,000 of shares of common stock), dispositions of businesses or assets, the incurrence of certain indebtedness and certain amendments or extensions of our existing Credit Facility. Holders will have the right to require the Company to repurchase such holder's Convertible Preferred Stock on a date occurring either (a) on or after October 19, 2026 (the “Optional Repurchase Trigger Date”) at a price equal to the liquidation preference or (b) in connection with a conversion of Convertible Preferred Stock, pursuant to which the number of shares of common stock issuable upon such conversion would exceed 19.99% of the issued and outstanding shares of common stock as of October 18, 2021 (such excess shares, "Excess Conversion Shares"), at any time after the date that is 91 days after the maturity date of the Company's existing Credit Facility, at a price per share equal to the number of Excess Conversion Shares multiplied by the Last Reported Sales Price (as defined) of common stock on the applicable conversion date. In addition, each holder will have the right to cause the Company to repurchase its shares of Convertible Preferred Stock in connection with a Change of Control, at a price equal to the liquidation preference. We determined that our obligation to issue the Green Shoe at any time on or prior to March 31, 2023 meets the definition of a freestanding financial instrument that should be accounted for as a liability. As such, we established an initial convertible preferred stock purchase option liability of $1,005,000 and reduced the proceeds from the Initial Issuance by such amount. The liability will be remeasured to its estimated fair value each reporting period until such instrument is exercised or expires. Changes in its estimated fair value are recognized as a non-cash charge or benefit and presented on the condensed consolidated statement of operations. As the estimated fair value of the convertible preferred stock purchase option liability was $701,000 as of October 31, 2021, we recorded a $304,000 benefit from the remeasurement in the three months ended October 31, 2021. 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 have classified the 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 Initial Issuance, we recorded the Convertible Preferred Stock, net of issuance costs of $4,007,000 and net of the portion of such proceeds allocated to the convertible preferred stock purchase option liability described above, which resulted in an initial carrying value of the Convertible Preferred Stock less than its initial redemption value of $100,000,000. We have elected to adjust the carrying value of the Convertible Preferred Stock to its current redemption value of $100,235,000, which includes $235,000 of accumulated and unpaid dividends. As such, an adjustment of $5,247,000 to increase the carrying value of the Convertible Preferred Stock was recorded against retained earnings in the three months ended October 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Oct. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Sale of Common Stock In December 2018, we filed a $400,000,000 shelf registration statement with the SEC for the sale of various types of securities, including debt. The shelf registration was declared effective by the SEC as of December 14, 2018. To-date, we have not issued any securities pursuant to our $400,000,000 shelf registration statement. On March 3, 2021, in connection with our acquisition of UHP, we filed a shelf registration statement with the SEC for the sale by the selling stockholder of UHP of up to 1,381,567 shares of our common stock. See Note (2) - " Acquisitions - UHP Networks Inc ." for further information. 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. The 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, or by other means in accordance with federal securities laws. There were no repurchases of our common stock during the three months ended October 31, 2021 or 2020. Common Stock 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 October 4, 2021, our Board of Directors declared a dividend of $0.10 per common share, which was paid on November 12, 2021. On December 9, 2021, our Board of Directors declared a dividend of $0.10 per common share, payable on February 18, 2022 to stockholders of record at the close of business on January 19, 2022. Future dividends remain subject to compliance with financial covenants under our Credit Facility, as well as Board approval. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 3 Months Ended |
Oct. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Using the fair value hierarchy described in FASB ASC 820 " 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 and accrued expenses) approximate their fair values due to their short-term maturities. The fair value of our Credit Facility that we entered into on October 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. The stock purchase agreement for the acquisition of UHP provides for a contingent earn-out payment of up to $9,000,000, if specified sales milestones are reached during a defined period ending September 30, 2022. The earn-out is accounted for as a contingent consideration liability to be recorded at its fair value. See Note (2) - " Acquisitions " for more information regarding the estimated fair value of the earn-out. As of October 31, 2021 and July 31, 2021, other than the financial instruments 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. |
Legal Proceedings and Other Mat
Legal Proceedings and Other Matters | 3 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Other Matters | Legal Proceedings and Other Matters Settled Litigation Related to the Convertible Preferred Stock Issuance On October 25, 2021, Anthony Franchi (the “Plaintiff”) brought a putative class action in the Court of Chancery of the State of Delaware against the Company’s current directors, the Company (as nominal defendant), White Hat Capital Partners LP (“White Hat”) and Magnetar Capital LLC (“Magnetar”), which was amended on November 1, 2021. On November 10, 2021, the parties filed a Stipulation and Proposed Order in the Franchi matter, pursuant to which, among other things, the parties agreed, that: (a) Plaintiff’s claims that Comtech's preliminary proxy statement omitted material information regarding the White Hat and Magnetar investments would be dismissed with prejudice and claim that such investments included an implied voting agreement in connection with the 2021 Annual Meeting would be dismissed without prejudice; (b) Plaintiff withdrew his motion seeking expedited proceedings and an order directing the parties to negotiate a schedule leading to a preliminary injunction hearing; (c) Comtech agreed to make additional disclosures about the preferred stock transaction and Plaintiff’s lawsuit in its definitive proxy statement for the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”); (d) Comtech agreed that the voting obligations imposed by the voting agreements with White Hat and Magnetar will not apply with respect to director elections during the terms of the voting agreements; (e) if White Hat and or Magnetar’s votes of the Convertible Preferred Stock are outcome-determinative in the director elections at the 2021 Annual Meeting and if Plaintiff thereafter brings an action containing a claim challenging the election of the directors at the 2021 Annual Meeting, the Defendants agreed to accept service of such a complaint and agreed to ask the court to schedule a final merits-based hearing within 60 days of the filing of the complaint; (f) Plaintiff reserved the right to pursue claims for money damages or other, non-expedited equitable remedies relating to the Convertible Preferred Stock transaction after the 2021 Annual Meeting; and (g) Comtech agreed to provide Plaintiff with certain agreed-upon document discovery. While we disputed all Plaintiff’s allegations and believed them to be without merit, we believed that entering into the aforementioned Stipulation and Proposed Order would avoid unnecessary litigation and is in the best interests of Comtech’s stockholders. Other Matters In the ordinary course of business, we include 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 911 calls were improperly routed during an emergency. We evaluate such claims as and when they arise. We do not always agree with customers that they are entitled to indemnification and in such cases 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 disclaim coverage as to such claims. Accordingly, pending or future claims asserted against us by a party that we agree 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. 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 have an employment agreement and change of control agreement with Fred Kornberg, our Chief Executive Officer ("CEO") and Chairman of the Board. The employment agreement generally provides for an annual salary and bonus award. We have also entered into 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 our Company or a termination of the employee. In October 2021, we announced that our Board of Directors has appointed Michael D. Porcelain, our President and Chief Operating Officer, to be CEO by the end of calendar 2021, at which point Mr. Porcelain will also join our Board of Directors and continue as President. Mr. Kornberg will serve as non-executive Chairman and is expected to take on a technology advisory role. Costs associated with this leadership transition will be announced once they are finalized. |
General (Policy)
General (Policy) | 3 Months Ended |
Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | The accompanying condensed consolidated financial statements of Comtech Telecommunications Corp. and its subsidiaries ("Comtech," "we," "us," or "our") as of and for the three months ended October 31, 2021 and 2020 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 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, and the reported amounts of net sales and expenses during the reported period. Actual results may differ from those estimates. Our condensed 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, 2021 and the notes thereto contained in our Annual Report on Form 10-K, and all of our other filings with the SEC. |
Adoption of Accounting Standards and Updates | Adoption of Accounting Standards and Updates We are required to prepare our condensed 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 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 three months ended October 31, 2021, we adopted: • FASB ASU No. 2019-12, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. Our adoption of this ASU on August 1, 2021 did not have a material impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2020-01, which clarifies the interactions between Topics 321, 323 and 815. This ASU clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In addition, the amendments clarify the accounting for certain forward contracts and purchased options accounted for under Topic 815. Our adoption of this ASU on August 1, 2021 did not impact our condensed consolidated financial statements or disclosures. |
Revenue Recognition | 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 Government Solutions segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our public safety and location technologies product line within our Commercial Solutions segment. For service-based contracts in our public safety and location technologies product line, 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. 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) and certain contracts for our solid-state, high-power RF 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 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 additional 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 products 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 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. 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 months ended October 31, 2021 and 2020, 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 contract liability balance at July 31, 2021 and July 31, 2020, $24,973,000 and $16,370,000 was recognized as revenue during the three months ended October 31, 2021 and 2020, 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. Incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material. As commissions payable to our internal sales and marketing employees or contractors are contingent upon multiple factors, such commissions are not considered direct costs to obtain or fulfill a contract with a customer and are expensed as incurred in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. As for commissions payable to our third-party sales representatives related to long-term contracts, we do consider these types of commissions both direct and incremental costs to obtain and fulfill such contracts. Therefore, such types of commissions are included in total estimated costs at completion for such contracts and expensed over time through cost of sales on our Condensed Consolidated Statements of Operations. |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Using the fair value hierarchy described in FASB ASC 820 " 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 and accrued expenses) approximate their fair values due to their short-term maturities. The fair value of our Credit Facility that we entered into on October 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. The stock purchase agreement for the acquisition of UHP provides for a contingent earn-out payment of up to $9,000,000, if specified sales milestones are reached during a defined period ending September 30, 2022. The earn-out is accounted for as a contingent consideration liability to be recorded at its fair value. See Note (2) - " Acquisitions " for more information regarding the estimated fair value of the earn-out. As of October 31, 2021 and July 31, 2021, other than the financial instruments 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. |
Earnings Per Share | 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 and earn-out arrangements related to our acquisition of UHP and the assumed conversion of Convertible Preferred Stock, if dilutive, outstanding during each respective period. Pursuant to FASB ASC 260 " Earnings Per Share, |
Accounting Changes and Error Co
Accounting Changes and Error Corrections (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Adoption of Accounting Standards and Updates | Adoption of Accounting Standards and Updates We are required to prepare our condensed 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 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 three months ended October 31, 2021, we adopted: • FASB ASU No. 2019-12, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. Our adoption of this ASU on August 1, 2021 did not have a material impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2020-01, which clarifies the interactions between Topics 321, 323 and 815. This ASU clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In addition, the amendments clarify the accounting for certain forward contracts and purchased options accounted for under Topic 815. Our adoption of this ASU on August 1, 2021 did not impact our condensed consolidated financial statements or disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Business Combinations [Abstract] | |
Fair value of assets acquired and liabilities assumed | The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition: Purchase Price Allocation (1) Measurement Period Adjustments Purchase Price Allocation (As adjusted) Initial upfront payment $ 23,979,000 — $ 23,979,000 Hold-back amount 4,991,000 — 4,991,000 Contingent earn-out consideration 8,500,000 — 8,500,000 Preliminary purchase price at fair value $ 37,470,000 — $ 37,470,000 Preliminary allocation of aggregate purchase price: Cash and cash equivalents $ 1,391,000 — $ 1,391,000 Current assets 1,358,000 9,000 1,367,000 Property, plant and equipment 10,000 — 10,000 Deferred tax assets 313,000 (3,000) 310,000 Contract liabilities (648,000) — (648,000) Accrued warranty obligations (750,000) — (750,000) Other current liabilities (1,175,000) — (1,175,000) Non-current liabilities (160,000) — (160,000) Net tangible assets at preliminary fair value $ 339,000 6,000 $ 345,000 Identifiable intangibles, deferred taxes and goodwill: Estimated Useful Lives Technology $ 15,300,000 — $ 15,300,000 15 years Customer relationships 15,500,000 — 15,500,000 15 years Trade name 800,000 — 800,000 20 years Deferred tax liabilities (8,374,000) — (8,374,000) Goodwill 13,905,000 (6,000) 13,899,000 Indefinite Preliminary allocation of aggregate purchase price $ 37,470,000 — $ 37,470,000 (1) As reported in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2021. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Sale by geography and customer type | Sales by geography and customer type, as a percentage of consolidated net sales, are as follows: Three months ended October 31, 2021 2020 United States U.S. government 30.1 % 32.5 % Domestic 48.5 % 41.9 % Total United States 78.6 % 74.4 % International 21.4 % 25.6 % Total 100.0 % 100.0 % |
Disaggregation of revenue | The following tables summarize our disaggregation of revenue consistent with information reviewed by our Chief Operating Decision Maker ("CODM") for the three months ended October 31, 2021 and 2020. 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 October 31, 2021 Commercial Solutions Government Solutions Total Geographical region and customer type U.S. government $ 11,034,000 24,135,000 $ 35,169,000 Domestic 51,220,000 5,335,000 56,555,000 Total United States 62,254,000 29,470,000 91,724,000 International 16,680,000 8,355,000 25,035,000 Total $ 78,934,000 37,825,000 $ 116,759,000 Contract type Firm fixed-price $ 78,720,000 30,382,000 $ 109,102,000 Cost reimbursable 214,000 7,443,000 7,657,000 Total $ 78,934,000 37,825,000 $ 116,759,000 Transfer of control Point in time $ 24,200,000 16,563,000 $ 40,763,000 Over time 54,734,000 21,262,000 75,996,000 Total $ 78,934,000 37,825,000 $ 116,759,000 Three months ended October 31, 2020 Commercial Solutions Government Solutions Total Geographical region and customer type U.S. government $ 9,458,000 34,432,000 $ 43,890,000 Domestic 49,300,000 7,414,000 56,714,000 Total United States 58,758,000 41,846,000 100,604,000 International 23,044,000 11,570,000 34,614,000 Total $ 81,802,000 53,416,000 $ 135,218,000 Contract type Firm fixed-price $ 80,988,000 32,656,000 $ 113,644,000 Cost reimbursable 814,000 20,760,000 21,574,000 Total $ 81,802,000 53,416,000 $ 135,218,000 Transfer of control Point in time $ 29,671,000 23,031,000 $ 52,702,000 Over time 52,131,000 30,385,000 82,516,000 Total $ 81,802,000 53,416,000 $ 135,218,000 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of numerators and denominators used in basic and diluted EPS calculations | The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations: Three months ended October 31, 2021 2020 Numerator: Net loss $ (5,984,000) (85,840,000) Convertible preferred stock issuance costs (4,007,000) — Establishment of initial convertible preferred stock purchase option liability (1,005,000) — Dividend on convertible preferred stock (235,000) — Net loss attributable to common stockholders $ (11,231,000) (85,840,000) Denominator: Denominator for basic and diluted calculation 26,426,000 25,305,000 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Receivables [Abstract] | |
Accounts receivable | Accounts receivable consist of the following at: October 31, 2021 July 31, 2021 Receivables from commercial and international customers $ 72,311,000 86,890,000 Unbilled receivables from commercial and international customers 34,210,000 36,131,000 Receivables from the U.S. government and its agencies 28,758,000 33,381,000 Unbilled receivables from the U.S. government and its agencies 3,010,000 3,356,000 Total accounts receivable 138,289,000 159,758,000 Less allowance for doubtful accounts 1,467,000 1,648,000 Accounts receivable, net $ 136,822,000 158,110,000 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following at: October 31, 2021 July 31, 2021 Raw materials and components $ 67,151,000 62,249,000 Work-in-process and finished goods 41,606,000 38,338,000 Total inventories 108,757,000 100,587,000 Less reserve for excess and obsolete inventories 21,061,000 20,229,000 Inventories, net $ 87,696,000 80,358,000 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following at: October 31, 2021 July 31, 2021 Accrued wages and benefits $ 23,599,000 26,367,000 Accrued warranty obligations 16,889,000 17,600,000 Accrued contract costs 13,682,000 12,750,000 Accrued acquisition-related costs 8,969,000 9,222,000 Accrued commissions and royalties 4,589,000 5,342,000 Accrued legal costs 2,596,000 2,854,000 Other 17,665,000 15,466,000 Accrued expenses and other current liabilities $ 87,989,000 89,601,000 |
Product warranty rollforward | Changes in our accrued warranty obligations during the three months ended October 31, 2021 and 2020 were as follows: Three months ended October 31, 2021 2020 Balance at beginning of period $ 17,600,000 15,200,000 Provision for warranty obligations 271,000 1,845,000 Charges incurred (982,000) (849,000) Balance at end of period $ 16,889,000 16,196,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Leases [Abstract] | |
Components of lease expense and additional information | The components of lease expense are as follows: Three months ended October 31, 2021 2020 Finance lease expense: Amortization of ROU assets $ 4,000 12,000 Interest on lease liabilities — 1,000 Operating lease expense 2,924,000 2,488,000 Short-term lease expense 94,000 247,000 Variable lease expense 1,176,000 964,000 Sublease income (17,000) (17,000) Total lease expense $ 4,181,000 3,695,000 Additional information related to leases is as follows: Three months ended October 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating leases - Operating cash outflows $ 2,828,000 $ 2,543,000 Finance leases - Operating cash outflows — 1,000 Finance leases - Financing cash outflows 6,000 12,000 ROU assets obtained in the exchange for lease liabilities (non-cash): Operating leases $ 6,667,000 $ 478,000 |
Future cash flows relating to operating lease liabilities | The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Condensed Consolidated Balance Sheet as of October 31, 2021: Operating Finance Total Remainder of fiscal 2022 $ 8,336,000 12,000 $ 8,348,000 Fiscal 2023 8,709,000 5,000 8,714,000 Fiscal 2024 7,353,000 — 7,353,000 Fiscal 2025 6,832,000 — 6,832,000 Fiscal 2026 5,392,000 — 5,392,000 Thereafter 24,929,000 — 24,929,000 Total future undiscounted cash flows 61,551,000 17,000 61,568,000 Less: Present value discount 8,617,000 3,000 8,620,000 Lease liabilities $ 52,934,000 14,000 $ 52,948,000 Weighted-average remaining lease terms (in years) 8.95 1.12 Weighted-average discount rate 3.45% 6.57% |
Future minimum lease payments for finance lease liabilities | The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Condensed Consolidated Balance Sheet as of October 31, 2021: Operating Finance Total Remainder of fiscal 2022 $ 8,336,000 12,000 $ 8,348,000 Fiscal 2023 8,709,000 5,000 8,714,000 Fiscal 2024 7,353,000 — 7,353,000 Fiscal 2025 6,832,000 — 6,832,000 Fiscal 2026 5,392,000 — 5,392,000 Thereafter 24,929,000 — 24,929,000 Total future undiscounted cash flows 61,551,000 17,000 61,568,000 Less: Present value discount 8,617,000 3,000 8,620,000 Lease liabilities $ 52,934,000 14,000 $ 52,948,000 Weighted-average remaining lease terms (in years) 8.95 1.12 Weighted-average discount rate 3.45% 6.57% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock-based awards outstanding by award type | As of October 31, 2021, the following stock-based awards, by award type, were outstanding: October 31, 2021 Stock options 1,015,965 Performance shares 261,330 RSUs and restricted stock 566,270 Share units 237,741 Total 2,081,306 |
Stock-based compensation for awards detailing where recorded in Consolidated Statement of Operations | Stock-based compensation for awards issued is reflected in the following line items in our Condensed Consolidated Statements of Operations: Three months ended October 31, 2021 2020 Cost of sales $ 73,000 73,000 Selling, general and administrative expenses 772,000 542,000 Research and development expenses 76,000 84,000 Stock-based compensation expense before income tax benefit 921,000 699,000 Estimated income tax benefit (193,000) (144,000) Net stock-based compensation expense $ 728,000 555,000 |
Summary of stock-based compensation expense by award type | Stock-based compensation expense (benefit), by award type, is summarized as follows: Three months ended October 31, 2021 2020 Stock options $ 78,000 120,000 Performance shares 349,000 222,000 RSUs and restricted stock 856,000 922,000 ESPP 55,000 51,000 Share units (417,000) (616,000) Stock-based compensation expense before income tax benefit 921,000 699,000 Estimated income tax benefit (193,000) (144,000) Net stock-based compensation expense $ 728,000 555,000 |
Summary of the Plan's activity relating to stock options | The following table summarizes the Plan's activity: Awards Weighted Average Weighted Average Aggregate Outstanding at July 31, 2021 1,073,435 $ 25.76 Expired/canceled (56,250) 27.59 Exercised (1,220) 17.88 Outstanding at October 31, 2021 1,015,965 $ 25.66 4.19 $ 1,087,000 Exercisable at October 31, 2021 780,525 $ 28.01 2.87 $ 218,000 Vested and expected to vest at October 31, 2021 1,003,360 $ 25.76 4.13 $ 1,041,000 |
Summary of the Plan's activity relating to performance shares, RSUs, restricted stock and share units | The following table summarizes the Plan's activity relating to performance shares, RSUs, restricted stock and share units: Awards Weighted Average Aggregate Intrinsic Value Outstanding at July 31, 2021 1,068,370 $ 21.93 Granted 228,161 26.81 Settled (190,310) 23.97 Canceled/Forfeited (40,880) 23.15 Outstanding at October 31, 2021 1,065,341 $ 22.56 $ 22,979,000 Vested at October 31, 2021 353,816 $ 21.94 $ 7,632,000 Vested and expected to vest at October 31, 2021 1,015,655 $ 22.54 $ 21,908,000 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 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 October 31, 2021 Commercial Solutions Government Solutions Unallocated Total Net sales $ 78,934,000 37,825,000 — $ 116,759,000 Operating income (loss) $ 2,203,000 (1,414,000) (7,304,000) $ (6,515,000) Net income (loss) $ 2,055,000 (1,151,000) (6,888,000) $ (5,984,000) Provision for (benefit from) income taxes 173,000 (631,000) (1,595,000) (2,053,000) Interest (income) and other (25,000) 254,000 (10,000) 219,000 Change in fair value of convertible preferred stock purchase option liability — — (304,000) (304,000) Interest expense — 114,000 1,493,000 1,607,000 Amortization of stock-based compensation — — 921,000 921,000 Amortization of intangibles 4,260,000 1,089,000 — 5,349,000 Depreciation 1,808,000 381,000 52,000 2,241,000 Proxy solicitation costs — — 2,162,000 2,162,000 Restructuring costs 813,000 (101,000) — 712,000 COVID-19 related costs — 674,000 — 674,000 Adjusted EBITDA $ 9,084,000 629,000 (4,169,000) $ 5,544,000 Purchases of property, plant and equipment $ 2,696,000 942,000 — $ 3,638,000 Total assets at October 31, 2021 $ 721,897,000 235,048,000 26,044,000 $ 982,989,000 Three months ended October 31, 2020 Commercial Solutions Government Solutions Unallocated Total Net sales $ 81,802,000 53,416,000 — $ 135,218,000 Operating income (loss) $ 8,750,000 2,585,000 (97,051,000) $ (85,716,000) Net income (loss) $ 8,315,000 2,691,000 (96,846,000) $ (85,840,000) Provision for (benefit from) income taxes 339,000 (126,000) (2,452,000) (2,239,000) Interest (income) and other 96,000 (40,000) 10,000 66,000 Interest expense — 60,000 2,237,000 2,297,000 Amortization of stock-based compensation — — 699,000 699,000 Amortization of intangibles 4,287,000 1,279,000 — 5,566,000 Depreciation 1,996,000 403,000 153,000 2,552,000 Acquisition plan expenses (1,052,000) — 92,235,000 91,183,000 Adjusted EBITDA $ 13,981,000 4,267,000 (3,964,000) $ 14,284,000 Purchases of property, plant and equipment $ 389,000 421,000 80,000 $ 890,000 Total assets at October 31, 2020 $ 646,264,000 238,172,000 34,075,000 $ 918,511,000 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Goodwill [Abstract] | |
Schedule of goodwill by segment | The following table represents goodwill by reportable operating segment, including the changes in the net carrying value of goodwill during the three months ended October 31, 2021: Commercial Solutions Government Solutions Total Balance as of July 31, 2021 $ 270,389,000 77,309,000 $ 347,698,000 UHP acquisition (6,000) — (6,000) Balance as of October 31, 2021 $ 270,383,000 77,309,000 $ 347,692,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible assets with finite lives | Intangible assets with finite lives are as follows: October 31, 2021 Weighted Average Gross Carrying Accumulated Net Carrying Customer relationships 20.2 $ 302,058,000 96,786,000 $ 205,272,000 Technologies 14.8 114,949,000 72,143,000 42,806,000 Trademarks and other 16.7 32,926,000 17,654,000 15,272,000 Total $ 449,933,000 186,583,000 $ 263,350,000 July 31, 2021 Weighted Average Gross Carrying Accumulated Net Carrying Customer relationships 20.2 $ 302,058,000 93,215,000 $ 208,843,000 Technologies 14.8 114,949,000 70,924,000 44,025,000 Trademarks and other 16.7 32,926,000 17,095,000 15,831,000 Total $ 449,933,000 181,234,000 $ 268,699,000 |
Estimated amortization expense | The estimated amortization expense consists of the following for the fiscal years ending July 31: 2022 $ 21,685,000 2023 21,781,000 2024 21,154,000 2025 21,041,000 2026 19,888,000 |
Acquisitions (UHP Networks, Inc
Acquisitions (UHP Networks, Inc.) (Details) - UHP - USD ($) | Jul. 31, 2021 | Mar. 02, 2021 | Aug. 31, 2021 | Oct. 31, 2021 |
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 37,470,000 | $ 37,470,000 | ||
Initial up-front payment consisting of shares of common stock | 23,979,000 | $ 23,979,000 | 23,979,000 | |
Cash payment | 87,000 | |||
Payment of hold back amount through shares of stock | $ 3,991,000 | |||
Hold-back amount | 4,991,000 | 4,991,000 | 4,991,000 | |
Earn-out payment | 9,000,000 | |||
Contingent earn-out consideration | $ 8,500,000 | 8,500,000 | $ 8,500,000 | |
Payable ratably | $ 4,560,000 | |||
Period of settlement of potential indemnification | 3 years | |||
Aggregate purchase price - settled with issuance of common stock (in shares) | 1,026,567 | |||
Weighted average stock price (in dollars per share) | $ 28.14 |
Acquisitions (Fair Value of Ass
Acquisitions (Fair Value of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Jul. 31, 2021 | Oct. 31, 2021 | Mar. 02, 2021 |
Preliminary allocation of aggregate purchase price: | |||
Goodwill | $ 347,698,000 | $ 347,692,000 | |
Measurement Period Adjustments, Preliminary allocation of aggregate purchase price | 0 | ||
UHP | |||
Business Acquisition [Line Items] | |||
Initial upfront payment | 23,979,000 | 23,979,000 | $ 23,979,000 |
Contingent earn-out consideration | 8,500,000 | 8,500,000 | 8,500,000 |
Aggregate purchase price | 37,470,000 | 37,470,000 | |
Preliminary allocation of aggregate purchase price: | |||
Cash and cash equivalents | 1,391,000 | 1,391,000 | |
Current assets | 1,358,000 | 1,367,000 | |
Measurement Period Adjustments, Current assets | 9,000 | ||
Property, plant and equipment | 10,000 | 10,000 | |
Deferred tax assets | 313,000 | 310,000 | |
Measurement Period Adjustments, Deferred tax assets | (3,000) | ||
Contract liabilities | (648,000) | (648,000) | |
Accrued warranty obligations | (750,000) | (750,000) | |
Other current liabilities | (1,175,000) | (1,175,000) | |
Non-current liabilities | (160,000) | (160,000) | |
Measurement Period Adjustments, Net tangible assets at preliminary fair value | 6,000 | ||
Net tangible assets at preliminary fair value | 339,000 | 345,000 | |
Deferred tax liabilities | (8,374,000) | (8,374,000) | |
Goodwill, Purchase Accounting Adjustments | (6,000) | ||
Goodwill | 13,905,000 | 13,899,000 | |
Preliminary allocation of aggregate purchase price | 37,470,000 | 37,470,000 | |
Hold-back amount | 4,991,000 | 4,991,000 | $ 4,991,000 |
UHP | Technology | |||
Preliminary allocation of aggregate purchase price: | |||
Identifiable intangible assets | $ 15,300,000 | 15,300,000 | |
Estimated Useful Lives | 15 years | ||
UHP | Customer relationships | |||
Preliminary allocation of aggregate purchase price: | |||
Identifiable intangible assets | $ 15,500,000 | 15,500,000 | |
Estimated Useful Lives | 15 years | ||
UHP | Trade name | |||
Preliminary allocation of aggregate purchase price: | |||
Identifiable intangible assets | $ 800,000 | $ 800,000 | |
Estimated Useful Lives | 20 years |
Acquisitions (Acquisition Plan
Acquisitions (Acquisition Plan Expenses) (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Business Acquisition [Line Items] | ||
Acquisition plan expenses | $ 0 | $ 91,183,000 |
Incremental interest expense on financing commitment letter | 1,178,000 | $ 1,178,000 |
Gilat | ||
Business Acquisition [Line Items] | ||
Payments of acquisition expenses | 70,000,000 | |
Gilat | ||
Business Acquisition [Line Items] | ||
Acquisition plan expenses | $ 88,343,000 |
Adoption of Accounting Standa_2
Adoption of Accounting Standards and Updates (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Allowance for doubtful accounts | $ 1,467,000 | $ 1,648,000 |
Revenue Recognition (Sales by G
Revenue Recognition (Sales by Geography and Customer Type (Details) - Net sales | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Geographic Concentration Risk | U.S. government | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 30.10% | 32.50% |
Geographic Concentration Risk | Domestic | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 48.50% | 41.90% |
Geographic Concentration Risk | Total United States | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 78.60% | 74.40% |
Geographic Concentration Risk | International | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21.40% | 25.60% |
Customer Concentration Risk | Verizon Communications Inc. | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.70% | 12.50% |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation of Revenue) (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 116,759,000 | $ 135,218,000 |
Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 40,763,000 | 52,702,000 |
Over time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 75,996,000 | 82,516,000 |
Firm fixed-price | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 109,102,000 | 113,644,000 |
Cost reimbursable | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,657,000 | 21,574,000 |
U.S. government | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 35,169,000 | 43,890,000 |
Domestic | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 56,555,000 | 56,714,000 |
Total United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 91,724,000 | 100,604,000 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 25,035,000 | 34,614,000 |
Commercial Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 78,934,000 | 81,802,000 |
Commercial Solutions | Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 24,200,000 | 29,671,000 |
Commercial Solutions | Over time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 54,734,000 | 52,131,000 |
Commercial Solutions | Firm fixed-price | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 78,720,000 | 80,988,000 |
Commercial Solutions | Cost reimbursable | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 214,000 | 814,000 |
Commercial Solutions | U.S. government | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 11,034,000 | 9,458,000 |
Commercial Solutions | Domestic | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 51,220,000 | 49,300,000 |
Commercial Solutions | Total United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 62,254,000 | 58,758,000 |
Commercial Solutions | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 16,680,000 | 23,044,000 |
Government Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 37,825,000 | 53,416,000 |
Government Solutions | Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 16,563,000 | 23,031,000 |
Government Solutions | Over time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 21,262,000 | 30,385,000 |
Government Solutions | Firm fixed-price | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 30,382,000 | 32,656,000 |
Government Solutions | Cost reimbursable | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,443,000 | 20,760,000 |
Government Solutions | U.S. government | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 24,135,000 | 34,432,000 |
Government Solutions | Domestic | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 5,335,000 | 7,414,000 |
Government Solutions | Total United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 29,470,000 | 41,846,000 |
Government Solutions | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 8,355,000 | $ 11,570,000 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 24,973,000 | $ 16,370,000 |
Revenue Recognition (Remaining
Revenue Recognition (Remaining Performance Obligations) (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-05-01 | Oct. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, amount | $ 628,498,000 |
Remaining performance obligations, period | 24 months |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Reduction in weighted average shares as a result of the repurchase of common shares (in shares) | 0 | 0 |
Weighted average performance shares outstanding during the period that are excluded from EPS calculation | 239,000 | 232,000 |
Numerator: | ||
Net loss | $ (5,984,000) | $ (85,840,000) |
Dividend on convertible preferred stock | (235,000) | 0 |
Convertible preferred stock issuance costs | (5,247,000) | |
Numerator for diluted calculation | $ (11,231,000) | $ (85,840,000) |
Denominator: | ||
Denominator for basic calculation (in shares) | 26,426,000 | 25,305,000 |
Stock-based Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive equity-classified stock-based awards not included in calculation of diluted earnings per share (in shares) | 1,525,000 | 1,839,000 |
Common Shares Related to Business Acquisition | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive equity-classified stock-based awards not included in calculation of diluted earnings per share (in shares) | 340,000 | |
Common Shares Related to Conversion of Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive equity-classified stock-based awards not included in calculation of diluted earnings per share (in shares) | 577,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Statement [Line Items] | ||
Total accounts receivable | $ 138,289,000 | $ 159,758,000 |
Less allowance for doubtful accounts | 1,467,000 | 1,648,000 |
Accounts receivable, net | $ 136,822,000 | $ 158,110,000 |
Accounts Receivable | Customer Concentration Risk | U.S. government | ||
Statement [Line Items] | ||
Concentration risk, percentage | 23.00% | 23.00% |
Accounts Receivable | Customer Concentration Risk | AT&T, Inc. | ||
Statement [Line Items] | ||
Concentration risk, percentage | 14.80% | 12.70% |
Accounts Receivable | Customer Concentration Risk | Verizon | ||
Statement [Line Items] | ||
Concentration risk, percentage | 12.80% | 12.10% |
Billed Receivables | Commercial and International Customers | ||
Statement [Line Items] | ||
Total accounts receivable | $ 72,311,000 | $ 86,890,000 |
Billed Receivables | U.S. Government and Its Agencies | ||
Statement [Line Items] | ||
Total accounts receivable | 28,758,000 | 33,381,000 |
Unbilled Receivables | Commercial and International Customers | ||
Statement [Line Items] | ||
Total accounts receivable | 34,210,000 | 36,131,000 |
Unbilled Receivables | U.S. Government and Its Agencies | ||
Statement [Line Items] | ||
Total accounts receivable | $ 3,010,000 | $ 3,356,000 |
Inventories (Details)
Inventories (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 67,151,000 | $ 62,249,000 |
Work-in-process and finished goods | 41,606,000 | 38,338,000 |
Total inventories | 108,757,000 | 100,587,000 |
Less reserve for excess and obsolete inventories | 21,061,000 | 20,229,000 |
Inventories, net | 87,696,000 | 80,358,000 |
Inventory directly related to long-term contracts | 7,392,000 | 7,028,000 |
Inventory related to contracts from third party commercial customers who outsource their manufacturing to us | $ 1,632,000 | $ 1,509,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Components) (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 |
Payables and Accruals [Abstract] | ||||
Accrued wages and benefits | $ 23,599,000 | $ 26,367,000 | ||
Accrued contract costs | 13,682,000 | 12,750,000 | ||
Accrued warranty obligations | 16,889,000 | 17,600,000 | $ 16,196,000 | $ 15,200,000 |
Accrued legal costs | 2,596,000 | 2,854,000 | ||
Accrued commissions and royalties | 4,589,000 | 5,342,000 | ||
Accrued acquisition-related costs | 8,969,000 | 9,222,000 | ||
Other | 17,665,000 | 15,466,000 | ||
Accrued expenses and other current liabilities | $ 87,989,000 | $ 89,601,000 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Narrative) (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Minimum coverage period of product warranty from the date of shipment | 1 year | |
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued acquisition-related costs | $ 8,969,000 | $ 9,222,000 |
UHP | ||
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued acquisition-related costs | $ 8,830,000 | $ 8,705,000 |
Accrued Expenses and Other Cu_5
Accrued Expenses and Other Current Liabilities (Product Warranty Rollforward) (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Changes in Product Warranty Liability | ||
Balance at beginning of period | $ 17,600,000 | $ 15,200,000 |
Provision for warranty obligations | 271,000 | 1,845,000 |
Charges incurred | (982,000) | (849,000) |
Balance at end of period | $ 16,889,000 | $ 16,196,000 |
Credit Facility (Details)
Credit Facility (Details) - Credit Facility | Oct. 31, 2018 | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($) |
Line of Credit Facility [Line Items] | |||
Accordion feature | $ 250,000,000 | ||
Triggering event debt issuance amount | $ 5,000,000 | ||
Triggering event period | 91 days | ||
Credit facility amount outstanding | $ 108,000,000 | ||
Outstanding standby letters of credit at period end | 1,503,000 | ||
Outstanding balance during period, minimum | 100,000,000 | ||
Outstanding balance during period, maximum | 212,000,000 | ||
Debt issuance costs, net | 1,622,000 | ||
Interest expense related to credit facility | $ 1,493,000 | $ 1,111,000 | |
Weighted average interest rate | 2.94% | 2.70% | |
Maximum Secured Leverage Ratio | 3.75 | 3.75 | |
Maximum Total Leverage Ratio | 4.50 | ||
Minimum Interest Expense Coverage Ratio | 3.25 | 3.25 | |
Actual Secured Leverage Ratio | 1.57 | ||
Actual Interest Expense Coverage Ratio | 12.78 | ||
Federal Funds Effective Swap Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Adjusted LIBO Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Secured Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 550,000,000 | ||
Revolving Loan Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 300,000,000 | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 35,000,000 | ||
Swingline Loan | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 |
Leases (Lease Cost and Addition
Leases (Lease Cost and Additional Information) (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Leases [Abstract] | ||
Amortization of ROU assets | $ 4,000 | $ 12,000 |
Interest on lease liabilities | 0 | 1,000 |
Operating lease expense | 2,924,000 | 2,488,000 |
Short-term lease expense | 94,000 | 247,000 |
Variable lease expense | 1,176,000 | 964,000 |
Sublease income | (17,000) | (17,000) |
Total lease expense | 4,181,000 | 3,695,000 |
Operating leases - Operating cash outflows | 2,828,000 | 2,543,000 |
Finance leases - Operating cash outflows | 0 | 1,000 |
Finance leases - Financing cash outflows | 6,000 | 12,000 |
ROU assets obtained in the exchange for lease liabilities (non-cash): operating leases | $ 6,667,000 | $ 478,000 |
Leases (Lease Liabilities) (Det
Leases (Lease Liabilities) (Details) | Oct. 31, 2021USD ($) |
Operating | |
Remainder of fiscal 2022 | $ 8,336,000 |
Fiscal 2023 | 8,709,000 |
Fiscal 2024 | 7,353,000 |
Fiscal 2025 | 6,832,000 |
Fiscal 2026 | 5,392,000 |
Thereafter | 24,929,000 |
Total future undiscounted cash flows | 61,551,000 |
Less: Present value discount | 8,617,000 |
Lease liabilities | $ 52,934,000 |
Weighted-average remaining lease terms (in years) | 8 years 11 months 12 days |
Weighted-average discount rate | 3.45% |
Finance | |
Remainder of fiscal 2022 | $ 12,000 |
Fiscal 2023 | 5,000 |
Fiscal 2024 | 0 |
Fiscal 2025 | 0 |
Fiscal 2026 | 0 |
Thereafter | 0 |
Total future undiscounted cash flows | 17,000 |
Less: Present value discount | 3,000 |
Lease liabilities | $ 14,000 |
Weighted-average remaining lease terms (in years) | 1 year 1 month 13 days |
Weighted-average discount rate | 6.57% |
Total | |
Remainder of fiscal 2022 | $ 8,348,000 |
Fiscal 2023 | 8,714,000 |
Fiscal 2024 | 7,353,000 |
Fiscal 2025 | 6,832,000 |
Fiscal 2026 | 5,392,000 |
Thereafter | 24,929,000 |
Total future undiscounted cash flows | 61,568,000 |
Less: Present value discount | 8,620,000 |
Lease liabilities | $ 52,948,000 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Rent | $ 8,336,000 | |
Executive Chairman | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Related party lease payments made | 166,000 | $ 163,000 |
Rent | $ 665,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits, including interest | $ 9,393,000 | $ 9,172,000 |
Interest accrued relating to income taxes | 193,000 | 163,000 |
Unrecognized tax benefits that would positively impact our effective tax rate, if recognized | 8,589,000 | 8,408,000 |
Non-current income taxes payable | ||
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits, including interest | 3,105,000 | 2,717,000 |
Non-current deferred tax assets | ||
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits, including interest | $ 6,288,000 | $ 6,455,000 |
Stock-Based Compensation (Overv
Stock-Based Compensation (Overview) (Details) - shares | 3 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2021 | |
Stock options | ||
Stock-Based Awards Outstanding By Award Type (In Shares) | ||
Number of stock-based awards outstanding at period end (in shares) | 1,015,965 | 1,073,435 |
2000 Stock Incentive Plan | ||
2000 Stock Incentive Plan | ||
Aggregate maximum number of shares of common stock which may be issued under stock option plan (in shares) | 10,962,500 | |
Aggregate net number of stock-based awards granted (in shares) | 9,481,727 | |
Aggregate number of stock based awards expired and canceled (in shares) | 4,813,779 | |
Aggregate number of stock-based awards exercised (in shares) | 7,400,421 | |
Stock-Based Awards Outstanding By Award Type (In Shares) | ||
Number of total stock-based awards outstanding (in shares) | 2,081,306 | |
2000 Stock Incentive Plan | Stock options | ||
2000 Stock Incentive Plan | ||
Maximum term for grants of incentive and non-qualified stock-based awards, excluding incentive stock-based awards granted to stockholders who own more than 10% of the voting power | 10 years | |
Percentage of a stockholder's voting power that limits the contractual term of an incentive stock-based award | 10.00% | |
Maximum term for incentive stock-based awards granted to stockholders who own more than 10% of the voting power | 5 years | |
Stock-Based Awards Outstanding By Award Type (In Shares) | ||
Number of stock-based awards outstanding at period end (in shares) | 1,015,965 | |
2000 Stock Incentive Plan | Performance shares | ||
Stock-Based Awards Outstanding By Award Type (In Shares) | ||
Number of stock-based awards outstanding at period end (in shares) | 261,330 | |
2000 Stock Incentive Plan | RSUs and restricted stock | ||
Stock-Based Awards Outstanding By Award Type (In Shares) | ||
Number of stock-based awards outstanding at period end (in shares) | 566,270 | |
2000 Stock Incentive Plan | Share units | ||
Stock-Based Awards Outstanding By Award Type (In Shares) | ||
Number of stock-based awards outstanding at period end (in shares) | 237,741 | |
2001 Employee Stock Purchase Plan | ESPP | ||
2001 Employee Stock Purchase Plan | ||
Total number of common shares reserved for issuance under employee stock purchase plan (in shares) | 1,050,000 | |
Discount rate from market value, on purchase date, offered to employees participating in the Employee Stock Purchase Plan (ESPP) | 85.00% | |
Total number of shares of common stock issued to employees under employee stock purchase plan and through the end of the reporting period (in shares) | 905,311 |
Stock-Based Compensation (Expen
Stock-Based Compensation (Expenses) (Details) - USD ($) | 3 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | |
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | $ 921,000 | $ 699,000 | |
Estimated Income tax benefit | (193,000) | (144,000) | |
Net stock-based compensation expense | 728,000 | 555,000 | |
Total remaining unrecognized compensation cost related to the unvested stock-based awards | 13,766,000 | ||
Estimated forfeitures related to unvested stock-based awards | $ 1,217,000 | ||
Weighted average number of years net compensation cost is expected to be recognized over | 3 years 4 months 24 days | ||
Stock-based compensation capitalized and included in ending inventory | $ 48,000 | $ 48,000 | |
Stock options | |||
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | $ 78,000 | 120,000 | |
Number of stock-based awards outstanding at period end (in shares) | 1,015,965 | 1,073,435 | |
Performance shares | |||
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | $ 349,000 | 222,000 | |
RSUs and restricted stock | |||
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | 856,000 | 922,000 | |
ESPP | |||
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | $ 55,000 | 51,000 | |
Discount offered to employees participating in the ESPP as a percentage of market price | 15.00% | ||
Share units | |||
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | $ (417,000) | (616,000) | |
2000 Stock Incentive Plan | Stock options | |||
Stock-based Compensation Expenses | |||
Number of stock-based awards outstanding at period end (in shares) | 1,015,965 | ||
2000 Stock Incentive Plan | Stock appreciation rights (SARs) | |||
Stock-based Compensation Expenses | |||
Number of stock-based awards outstanding at period end (in shares) | 0 | 0 | |
Cost of sales | |||
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | $ 73,000 | 73,000 | |
Selling, general and administrative expenses | |||
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | 772,000 | 542,000 | |
Research and development expenses | |||
Stock-based Compensation Expenses | |||
Stock-based compensation expense (benefit) before income tax benefit | $ 76,000 | $ 84,000 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options) (Details) - Stock options - USD ($) | 3 Months Ended | |||
Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Awards (In Shares) | ||||
Outstanding, Beginning Balance (in shares) | 1,073,435 | |||
Expired/canceled (in shares) | (56,250) | |||
Outstanding, Ending Balance (in shares) | 1,015,965 | |||
Exercisable, Ending Balance (in shares) | 780,525 | |||
Vested and Expected to Vest, Ending Balance (in shares) | 1,003,360 | |||
Weighted Average Exercise Price (Per Share) | ||||
Outstanding, Beginning Balance (in dollars per share) | $ 25.76 | |||
Expired/canceled (in dollars per share) | $ 27.59 | |||
Outstanding, Ending Balance (in dollars per share) | $ 25.66 | |||
Exercisable, Ending Balance (in dollars per share) | 28.01 | |||
Vested and Expected to Vest, Ending Balance (in dollars per share) | $ 25.76 | |||
Weighted Average Remaining Contractual Term (Years) | ||||
Outstanding, Ending Balance | 4 years 2 months 8 days | |||
Exercisable, Ending Balance | 2 years 10 months 13 days | |||
Vested And Expected To Vest, Ending Balance | 4 years 1 month 17 days | |||
Aggregated Intrinsic Value | ||||
Outstanding, Ending Balance | $ 1,087,000 | |||
Exercisable, Ending Balance | 218,000 | |||
Vested and Expected to Vest, Ending Balance | $ 1,041,000 | |||
Additional Disclosures | ||||
Exercise price, lower range limit (in dollars per share) | $ 17.88 | |||
Exercise price, upper range limit (in dollars per share) | $ 33.94 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (1,220) | |||
Exercised (in dollars per share) | $ 17.88 | |||
Total intrinsic value relating to stock-based awards exercised during the period | $ 7,000 | $ 0 | ||
Maximum | ||||
Additional Disclosures | ||||
Contractual term (in years) | 10 years | |||
Tranche Two | ||||
Additional Disclosures | ||||
Vesting period (in years) | 5 years |
Stock-Based Compensation (Perfo
Stock-Based Compensation (Performance Shares, RSUs, Restricted Stock and Share Unit Awards) (Details) | Jul. 31, 2017 | Oct. 31, 2021USD ($)$ / sharesshares | Apr. 30, 2021$ / sharesshares | Oct. 31, 2020USD ($) | Jul. 31, 2019 | Jul. 31, 2021USD ($) | Jul. 31, 2020 | Jul. 31, 2018 |
Dividend Equivalents [Abstract] | ||||||||
Accrued during the period | $ 88,000 | $ 142,000 | ||||||
Carrying value at period end | 396,960,000 | $ 492,392,000 | ||||||
Income tax (expense) benefit from settlement of stock-based awards | $ 53,000 | (199,000) | ||||||
Performance shares, RSUs, Restricted stock and share units | ||||||||
Awards (In Shares) | ||||||||
Outstanding, Beginning Balance (in shares) | shares | 1,068,370 | |||||||
Granted (in shares) | shares | 228,161 | |||||||
Settled (in shares) | shares | (190,310) | |||||||
Canceled/Forfeited (in shares) | shares | (40,880) | |||||||
Outstanding, Ending Balance (in shares) | shares | 1,065,341 | |||||||
Vested, Ending Balance (in shares) | shares | 353,816 | |||||||
Vested and Expected to Vest, Ending Balance (in shares) | shares | 1,015,655 | |||||||
Weighted Average Grant Date Fair Value | ||||||||
Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 21.93 | |||||||
Granted (in dollars per share) | $ / shares | $ 26.81 | |||||||
Settled (in dollars per share) | $ / shares | 23.97 | |||||||
Canceled/Forfeited (in dollars per share) | $ / shares | $ 23.15 | |||||||
Outstanding, Ending Balance (in dollars per share) | $ / shares | 22.56 | |||||||
Vested, Ending Balance (in dollars per share) | $ / shares | 21.94 | |||||||
Vested and Expected to Vest, Ending Balance (in dollars per share) | $ / shares | $ 22.54 | |||||||
Aggregate Intrinsic Value | ||||||||
Outstanding, Ending Balance | $ 22,979,000 | |||||||
Vested, Ending Balance | 7,632,000 | |||||||
Vested and Expected to Vest, Ending Balance | 21,908,000 | |||||||
Additional Disclosures | ||||||||
Total intrinsic value relating to fully vested stock-based awards converted during the period | $ 4,895,000 | 2,896,000 | ||||||
Performance shares | Employees | Granted since fiscal 2014 | ||||||||
Additional Disclosures | ||||||||
Performance period (in years) | 3 years | |||||||
RSUs and restricted stock | Employees | ||||||||
Additional Disclosures | ||||||||
Vesting period (in years) | 5 years | |||||||
Common stock, conversion ratio (in shares) | 1 | |||||||
RSUs and restricted stock | Non-Employee Director | ||||||||
Additional Disclosures | ||||||||
Vesting period (in years) | 5 years | 3 years | ||||||
Common stock, conversion ratio (in shares) | 1 | |||||||
Share units | ||||||||
Additional Disclosures | ||||||||
Common stock, conversion ratio (in shares) | 1 | |||||||
Conversion period of vested share units | 1 year | |||||||
Number of units settled to date (in shares) | shares | 956,576 | |||||||
Dividend equivalents | ||||||||
Dividend Equivalents [Abstract] | ||||||||
Accrued during the period | $ 88,000 | 142,000 | ||||||
Paid during the period | 315,000 | $ 275,000 | ||||||
Carrying value at period end | $ 657,000 | $ 884,000 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | ||
Oct. 31, 2021USD ($)ft² | Oct. 31, 2020USD ($) | Jul. 31, 2021USD ($) | |
Segment Reporting Information, Profit (Loss) | |||
Net sales | $ 116,759,000 | $ 135,218,000 | |
Operating income (loss) | (6,515,000) | (85,716,000) | |
Net income (loss) | (5,984,000) | (85,840,000) | |
Benefit from income taxes | (2,053,000) | (2,239,000) | |
Change in fair value of convertible preferred stock purchase option liability | 5,247,000 | 0 | |
Interest (income) and other | 219,000 | 66,000 | |
Interest expense | 1,607,000 | 2,297,000 | |
Amortization of stock-based compensation | 921,000 | 699,000 | |
Amortization of intangibles | 5,349,000 | 5,566,000 | |
Depreciation | 2,241,000 | 2,552,000 | |
Proxy solicitation costs | 2,162,000 | 0 | |
Acquisition plan expenses | 0 | 91,183,000 | |
Restructuring costs | 712,000 | ||
COVID-19 related costs | 674,000 | ||
Adjusted EBITDA | 5,544,000 | 14,284,000 | |
Purchases of property, plant and equipment | 3,638,000 | 890,000 | |
Total assets | 982,989,000 | 918,511,000 | $ 993,111,000 |
Incremental interest expense on financing commitment letter | $ 1,178,000 | 1,178,000 | |
Chandler, Arizona | |||
Segment Reporting Information, Profit (Loss) | |||
Area of property (in sq ft) | ft² | 146,000 | ||
Commercial Solutions | |||
Segment Reporting Information, Profit (Loss) | |||
Net sales | $ 78,934,000 | 81,802,000 | |
Government Solutions | |||
Segment Reporting Information, Profit (Loss) | |||
Net sales | 37,825,000 | 53,416,000 | |
Operating Segments | Commercial Solutions | |||
Segment Reporting Information, Profit (Loss) | |||
Net sales | 78,934,000 | 81,802,000 | |
Operating income (loss) | 2,203,000 | 8,750,000 | |
Net income (loss) | 2,055,000 | 8,315,000 | |
Benefit from income taxes | 173,000 | 339,000 | |
Change in fair value of convertible preferred stock purchase option liability | 0 | ||
Interest (income) and other | (25,000) | 96,000 | |
Interest expense | 0 | 0 | |
Amortization of stock-based compensation | 0 | 0 | |
Amortization of intangibles | 4,260,000 | 4,287,000 | |
Depreciation | 1,808,000 | 1,996,000 | |
Proxy solicitation costs | 0 | ||
Acquisition plan expenses | (1,052,000) | ||
Restructuring costs | 813,000 | ||
COVID-19 related costs | 0 | ||
Adjusted EBITDA | 9,084,000 | 13,981,000 | |
Purchases of property, plant and equipment | 2,696,000 | 389,000 | |
Total assets | 721,897,000 | 646,264,000 | |
Operating Segments | Government Solutions | |||
Segment Reporting Information, Profit (Loss) | |||
Net sales | 37,825,000 | 53,416,000 | |
Operating income (loss) | (1,414,000) | 2,585,000 | |
Net income (loss) | (1,151,000) | 2,691,000 | |
Benefit from income taxes | (631,000) | (126,000) | |
Change in fair value of convertible preferred stock purchase option liability | 0 | ||
Interest (income) and other | 254,000 | (40,000) | |
Interest expense | 114,000 | 60,000 | |
Amortization of stock-based compensation | 0 | 0 | |
Amortization of intangibles | 1,089,000 | 1,279,000 | |
Depreciation | 381,000 | 403,000 | |
Proxy solicitation costs | 0 | ||
Acquisition plan expenses | 0 | ||
Restructuring costs | (101,000) | ||
COVID-19 related costs | 674,000 | ||
Adjusted EBITDA | 629,000 | 4,267,000 | |
Purchases of property, plant and equipment | 942,000 | 421,000 | |
Total assets | 235,048,000 | 238,172,000 | |
Unallocated | |||
Segment Reporting Information, Profit (Loss) | |||
Net sales | 0 | 0 | |
Operating income (loss) | (7,304,000) | (97,051,000) | |
Net income (loss) | (6,888,000) | (96,846,000) | |
Benefit from income taxes | (1,595,000) | (2,452,000) | |
Change in fair value of convertible preferred stock purchase option liability | 304,000 | ||
Interest (income) and other | (10,000) | 10,000 | |
Interest expense | 1,493,000 | 2,237,000 | |
Amortization of stock-based compensation | 699,000 | ||
Amortization of intangibles | 0 | 0 | |
Depreciation | 52,000 | 153,000 | |
Proxy solicitation costs | 2,162,000 | ||
Acquisition plan expenses | 92,235,000 | ||
Restructuring costs | 0 | ||
COVID-19 related costs | 0 | ||
Adjusted EBITDA | (4,169,000) | (3,964,000) | |
Purchases of property, plant and equipment | 0 | 80,000 | |
Total assets | 26,044,000 | 34,075,000 | |
Intersegment Eliminations | Commercial Solutions | |||
Segment Reporting Information, Profit (Loss) | |||
Net sales | $ 1,132,000 | $ 851,000 |
Goodwill (Details)
Goodwill (Details) | 3 Months Ended | |
Oct. 31, 2021USD ($)operating_segment | Aug. 01, 2020$ / shares | |
Goodwill [Roll Forward] | ||
Balance as of July 31, 2021 | $ 347,698,000 | |
Balance as of October 31, 2021 | $ 347,692,000 | |
Number of operating segments | operating_segment | 2 | |
UHP | ||
Goodwill [Roll Forward] | ||
Balance as of July 31, 2021 | $ 13,905,000 | |
Change related to acquisition | (6,000) | |
Balance as of October 31, 2021 | 13,899,000 | |
Common Stock | ||
Goodwill [Roll Forward] | ||
Share price (in dollars per share) | $ / shares | $ 24.97 | |
Commercial Solutions | ||
Goodwill [Roll Forward] | ||
Balance as of July 31, 2021 | 270,389,000 | |
Balance as of October 31, 2021 | 270,383,000 | |
Percentage of fair value in excess of carrying amount for reporting unit | 22.70% | |
Commercial Solutions | UHP | ||
Goodwill [Roll Forward] | ||
Change related to acquisition | (6,000) | |
Government Solutions | ||
Goodwill [Roll Forward] | ||
Balance as of July 31, 2021 | 77,309,000 | |
Balance as of October 31, 2021 | 77,309,000 | |
Percentage of fair value in excess of carrying amount for reporting unit | 94.10% | |
Government Solutions | UHP | ||
Goodwill [Roll Forward] | ||
Change related to acquisition | $ 0 |
Intangible Assets (Intangible A
Intangible Assets (Intangible Assets with Finite Lives) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 449,933,000 | $ 449,933,000 | ||
Accumulated Amortization | 186,583,000 | 181,234,000 | ||
Net Carrying Amount | 263,350,000 | 268,699,000 | ||
Amortization of intangibles | $ 5,349,000 | $ 5,566,000 | ||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Amortization Period | 20 years 2 months 12 days | 20 years 2 months 12 days | ||
Gross Carrying Amount | $ 302,058,000 | 302,058,000 | ||
Accumulated Amortization | 96,786,000 | 93,215,000 | ||
Net Carrying Amount | $ 205,272,000 | 208,843,000 | ||
Technologies | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Amortization Period | 14 years 9 months 18 days | 14 years 9 months 18 days | ||
Gross Carrying Amount | $ 114,949,000 | 114,949,000 | ||
Accumulated Amortization | 72,143,000 | 70,924,000 | ||
Net Carrying Amount | $ 42,806,000 | 44,025,000 | ||
Trademarks and other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Amortization Period | 16 years 8 months 12 days | 16 years 8 months 12 days | ||
Gross Carrying Amount | $ 32,926,000 | 32,926,000 | ||
Accumulated Amortization | 17,654,000 | 17,095,000 | ||
Net Carrying Amount | $ 15,272,000 | $ 15,831,000 |
Intangible Assets (Estimated Am
Intangible Assets (Estimated Amortization Expense) (Details) | Oct. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net [Abstract] | |
2022 | $ 21,685,000 |
2023 | 21,781,000 |
2024 | 21,154,000 |
2025 | 21,041,000 |
2026 | $ 19,888,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | Oct. 19, 2021 | Oct. 18, 2021 | Oct. 31, 2021 |
Class of Stock [Line Items] | |||
Series A convertible preferred stock, shares authorized (in shares) | 125,000 | ||
Series A convertible preferred stock, par value per share (in dollars per share) | $ 0.10 | ||
Convertible preferred stock, aggregate purchase price | $ 100,000,000 | ||
Issuance of convertible preferred stock | 100,000 | 100,000 | |
Optional repurchase trigger, percent | 19.99% | ||
Current redemption value | $ 100,235,000 | ||
Convertible preferred stock, accrued dividends | 235,000 | ||
Green Shoe | |||
Class of Stock [Line Items] | |||
Long-term debt | 1,005,000 | ||
Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Series A convertible preferred stock, shares authorized (in shares) | 125,000 | ||
Series A convertible preferred stock, par value per share (in dollars per share) | $ 0.10 | ||
Convertible preferred stock, aggregate purchase price | $ 25,000,000 | $ 125,000,000 | |
Convertible preferred stock, aggregate purchase price, price per share (in dollars per share) | $ 1,000 | ||
Liquidation preference per share (in dollars per share) | $ 24.50 | $ 1,000 | |
Liquidation preference, adjusted EBITDA threshold achievement, per share (in dollars per share) | $ 26 | ||
Temporary equity, liquidation preference, adjusted EBITDA threshold, amount | $ 76,000,000 | ||
Dividend rate, percent | 6.50% | ||
Dividend rate, per-dollar-amount, maximum | $ 0.10 | ||
Proceeds from initial issuance, net of issuance costs | 4,007,000 | ||
Carrying amount, attributable to parent | 100,000,000 | ||
Current redemption value | 100,235,000 | ||
Carrying value adjustment in the period | 5,247,000 | ||
Convertible preferred stock, accrued dividends | 235,000 | ||
Convertible Preferred Stock | IPO | |||
Class of Stock [Line Items] | |||
Convertible preferred stock, aggregate purchase price | $ 100,000,000 | ||
Convertible Preferred Stock | Green Shoe Option | |||
Class of Stock [Line Items] | |||
Carrying amount, attributable to parent | 25,000,000 | ||
Convertible Preferred Stock | Green Shoe | |||
Class of Stock [Line Items] | |||
Liquidation preference per share (in dollars per share) | $ 32 | ||
Fair value of the Green Shoe liability | 701,000 | ||
Benefit from remeasurement of Green Shoe liability | $ 304,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Feb. 18, 2022 | Nov. 12, 2021 | Feb. 19, 2021 | Oct. 27, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Dec. 08, 2021 | Mar. 11, 2021 | Mar. 03, 2021 | Dec. 09, 2020 | Sep. 29, 2020 |
Class of Stock [Line Items] | |||||||||||
Shelf registration authorized amount | $ 400,000,000 | ||||||||||
Stock Repurchase Program | |||||||||||
Maximum amount authorized by the board of directors for the repurchase of shares of the company's common stock | $ 100,000,000 | ||||||||||
Shares acquired (in shares) | 0 | 0 | |||||||||
Dividends | |||||||||||
Dividends declared (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||
Dividends paid (in dollars per share) | $ 0.10 | $ 0.10 | |||||||||
Dividends on convertible preferred stock | $ 235,000 | $ 0 | |||||||||
Scenario, Forecast | |||||||||||
Dividends | |||||||||||
Dividends paid (in dollars per share) | $ 0.10 | ||||||||||
Subsequent Event | |||||||||||
Dividends | |||||||||||
Dividends declared (in dollars per share) | $ 0.10 | ||||||||||
Dividends paid (in dollars per share) | $ 0.10 | ||||||||||
Selling Stockholder | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shelf registration authorized shares | 1,381,567 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Details) | Mar. 02, 2021USD ($) |
UHP | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Earn-out payment | $ 9,000,000 |