Comtech Announces Financial Results for First Quarter of Fiscal 2026
Key Terms
adjusted ebitda financial
book-to-bill ratio financial
funded backlog financial
convertible preferred stock financial
restricted stock units financial
Ken Traub, Chairman, President and CEO, stated:
“We are pleased to report the continued positive momentum in our business, achieving our third consecutive quarter of strong positive operating cash inflows and
Consolidated Financial Results
-
Net sales of
$111.0 million -
Gross margin of
33.1% -
Operating loss of
and net loss attributable to common shareholders of$2.8 million $19.8 million -
Adjusted EBITDA (a Non-GAAP financial measure) of
, or$9.6 million 8.7% -
Net bookings of
, representing a book-to-bill ratio of 0.92x$101.9 million -
Funded backlog of
and revenue visibility of approximately$663.0 million $1.1 billion -
GAAP cash inflows from operations of
$8.1 million -
Total liquidity at quarter end of
$51.0 million
First Quarter Fiscal 2026 Consolidated Results Commentary
Consolidated net sales were
Consolidated gross profit was
Consolidated operating loss was
Consolidated net loss attributable to common stockholders was
Consolidated Adjusted EBITDA (a non-GAAP financial measure) was
Consolidated net bookings were
Consolidated backlog was
GAAP cash flows from operations were
Operating cash flows in the first quarter of fiscal 2026 include aggregate net cash payments for interest and taxes of
Operating cash flows for the first quarter of fiscal 2026 and 2025 also include
Satellite and Space Communications (“S&S”) Segment First Quarter Fiscal 2026 Commentary
S&S net sales were
S&S operating income was
S&S Adjusted EBITDA was
S&S book-to-bill ratio was 0.77x. This ratio compares to 0.99x in the first quarter of fiscal 2025 and 0.65x in the immediately preceding quarter. The reduction in bookings reflects, in part, a more focused product positioning and sales approach.
Key S&S contract awards during the first quarter of fiscal 2026 included:
-
over
in orders from an international reseller of troposcatter family of systems (“FoS”), including Modular Transportable Transmission Systems (“MTTS”) and Multi-Path Radios (“MPRs”) intended for use in multiple international government end-user applications;$7.8 million -
approximately
in aggregate orders related to satellite ground infrastructure solutions, including production units, intended for use in a new LEO satellite constellation network being deployed;$4.0 million -
an approximate
hardware related order awarded by a leading aerospace, aviation and defense company based in the$2.5 million U.S. ; -
an award, valued in excess of
, calling for the supply of MTTS units to the$2.0 million U.S. Army; -
approximately
in aggregate orders for satellite ground infrastructure solutions intended for use in support of a MEO satellite constellation;$2.0 million -
over
in orders related to providing spare and repair services to various customers of amplifier solutions;$1.8 million -
over
of incremental orders related to the supply of initial production units to a prime contractor in support of two next-generation satellite modem contracts, which the Company expects will be moving into full production during fiscal 2026;$1.8 million -
an order, valued in excess of
, related to supply of multi-band amplifiers; and$1.4 million -
incremental funding of approximately
for continued, ongoing training and support of complex cybersecurity operations for$1.3 million U.S. government customers.
In September 2025, as part of the Company’s cost savings plans, it decided to migrate certain production capabilities and operational functions to its manufacturing operations in
Allerium Segment First Quarter Fiscal 2026 Commentary
Allerium net sales were
Allerium operating income was
Allerium’s Adjusted EBITDA was
Allerium’s book-to-bill ratio in the first quarter of fiscal 2026 was 1.06x, compared to 1.22x in the prior year period and 0.81x in the fourth quarter of fiscal 2025.
With strategic wins in the
Key Allerium contract awards during the first quarter of fiscal 2026 included:
-
approximately
of initial funding toward a multi-year contract extension ultimately awarded to Allerium in November 2025 and valued in excess of$27.0 million ; this contract was awarded by Allerium’s largest customer, a leading telecommunications company in the$130.0 million U.S. known for its network reliability and security, is for scalable services, and reinforces Allerium’s commitment to helping carriers and public safety organizations modernize critical infrastructure and optimize service reliability with confidence; -
over
of incremental, multi-year funding related to the continued deployment of NG-911 solutions for a state in the southwestern region of the$15.0 million U.S. ; and -
various funded orders from a top tier
U.S. mobile network operator, aggregating and primarily for maintenance and new feature releases associated with previously deployed wireless location-based solutions.$5.8 million
Capital Structure and Liquidity
As previously disclosed, Comtech amended its Credit Facility and Subordinated Credit Facility on October 17, 2024, March 3, 2025 and July 21, 2025 to, among other things, suspend testing of the Net Leverage Ratio and Fixed Charge Coverage Ratio covenants until the four-quarter period ending on January 31, 2027.
At October 31, 2025 and December 10, 2025:
-
Total outstanding borrowings under the Credit Facility were
and$135.0 million , respectively; of such amounts,$130.7 million and$17.6 million , respectively, were drawn on the Revolver Loan. On December 1, 2025, Comtech repaid$12.6 million of the Revolver Loan;$5.0 million -
Total outstanding borrowings under the Subordinated Credit Facility were
and$101.5 million , respectively, including interest paid-in-kind or accrued on the$102.1 million subordinated priority term loan; such amount does not include the$35.0 million and$25.7 million , respectively, of make-whole amounts associated with the$32.5 million portion of the Subordinated Credit Facility; pursuant to the terms of the Subordinated Credit Facility, effective December 3, 2025, the make-whole amount percentage for each tranche within the$65.0 million portion of the Subordinated Credit Facility is$65.0 million 50.0% ; -
The liquidation preference of the Company’s outstanding convertible preferred stock was
and$208.7 million , respectively (excluding potential increases in the liquidation preference and other obligations that could be triggered by, among other things, breaches of covenants and/or asset sales resulting in a change in control of the Company); and$210.8 million -
The Company’s available sources of liquidity totaled
and$51.0 million , respectively, which includes qualified cash and cash equivalents of$36.9 million and$41.4 million , respectively, and the remaining available portion of the Revolver Loan of$22.3 million and$9.6 million , respectively.$14.6 million
Conference Call and Webcast Information
Comtech will host a conference call with investors and analysts on Thursday, December 11, 2025, at 4:30 pm Eastern Time.
A live webcast of the conference call will be accessible on the Investor Relations section of Comtech’s website at www.comtech.com/investors. Alternatively, investors can access the conference call by dialing (800) 343-4136 (primary) or (203) 518-9843 (alternate) and using the conference I.D. of “Comtech.” A replay will be available through Thursday, December 25, 2025, by dialing (800) 839-5493 or (402) 220-2552.
About Comtech
Comtech Telecommunications Corp. is a leading provider of satellite and space communications technologies; terrestrial and wireless network solutions; Next Generation 911 (“NG-911”) and emergency services; and cloud native capabilities to commercial and government customers around the world. Through its culture of innovation and employee empowerment, Comtech leverages its global presence and decades of technology leadership and experience to create some of the world’s most innovative solutions for mission-critical communications. For more information, please visit www.comtech.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this press release contains, and oral statements made by its representatives from time to time may contain, forward-looking statements. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “outlook,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would,” and similar references to future periods, or the negative of those words and expressions, as well as statements in future tense. Forward-looking statements include, among others, statements regarding its expectations for its strategic alternatives process, its expectations for further portfolio-shaping opportunities, its expectations for other operational initiatives, its expectations for completing further financing initiatives, its future performance and financial condition, the plans and objectives of its management and its assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under its control which may cause its actual results, future performance and financial condition, and achievement of its plans and objectives of its management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or its good faith belief with respect to future events, and is subject to risks and uncertainties that are difficult to predict and many of which are outside of its control. Factors that could cause actual results to differ materially from current expectations include, among other things: the outcome and effectiveness of the aforementioned strategic alternatives process, further portfolio-shaping opportunities, other operational initiatives, and the completion of further financing activities; its ability to access capital and liquidity; its ability to implement changes in its executive leadership; the possibility that the expected benefits from its strategic activities will not be fully realized, or will not be realized within the anticipated time periods; the risk that acquired businesses will not be integrated successfully; impacts from, and uncertainties regarding, future actions that may be taken by activist stockholders; the possibility of disruption from acquisitions or dispositions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that it will be unsuccessful in implementing a tactical shift in its Satellite and Space Communications segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products and solutions with higher margins; the nature and timing of its receipt of, and its performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; the timing and amount of adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements or rebranding; changing customer demands and/or procurement strategies and its ability to scale opportunities and deliver solutions to current and prospective customers; changes and uncertainty in prevailing economic and political conditions (including financial and capital market conditions), including as a result of military conflicts or any tariff, trade restrictions or similar matters; impact of government shutdowns; changes to government procurement practices; changes in the price of oil in global markets; changes in prevailing interest rates and foreign currency exchange rates; risks associated with its legal proceedings, customer claims for indemnification, and other similar matters; risks associated with its obligations under its credit facilities; risks associated with its large contracts; risks associated with supply chain disruptions; and other factors described in this and its other filings with the Securities and Exchange Commission (“SEC”). However, these risks are not the only risks that it faces. Additional risks and uncertainties, not currently known to the Company or that do not currently appear to be material, may also materially adversely affect its business, financial condition and/or operating results in the future. The Company describes risks and uncertainties that could cause actual results and events to differ materially in the Risk Factors (Part I, Item 1A of its Form 10-K for fiscal 2025), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Part II, Item 7 of its Form 10-K for fiscal 2025) and Quantitative and Qualitative Disclosures about Market Risk (Part II, Item 7A of its Form 10-K for fiscal 2025). The Company does not intend to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.
Appendix:
- Condensed Consolidated Statements of Operations (Unaudited)
- Condensed Consolidated Balance Sheets (Unaudited)
- Condensed Consolidated Statements of Cash Flows (Unaudited)
- Use of Non-GAAP Financial Measures
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Operations |
|||||||
|
|
(Unaudited) |
|||||
|
|
Three months ended October 31, |
|||||
|
|
|
2025 |
|
|
2024 |
|
Net sales |
|
$ |
111,032,000 |
|
|
115,800,000 |
|
Cost of sales |
|
|
74,266,000 |
|
|
101,284,000 |
|
Gross profit |
|
|
36,766,000 |
|
|
14,516,000 |
|
|
|
|
|
|
|||
Expenses: |
|
|
|
|
|||
Selling, general and administrative |
|
|
29,938,000 |
|
|
51,644,000 |
|
Research and development |
|
|
3,790,000 |
|
|
3,713,000 |
|
Amortization of intangibles |
|
|
5,044,000 |
|
|
6,593,000 |
|
CEO transition costs |
|
|
751,000 |
|
|
598,000 |
|
Impairment of long-lived assets, including goodwill |
|
|
— |
|
|
79,555,000 |
|
Proxy solicitation costs |
|
|
— |
|
|
1,583,000 |
|
|
|
|
39,523,000 |
|
|
143,686,000 |
|
|
|
|
|
|
|||
Operating loss |
|
|
(2,757,000 |
) |
|
(129,170,000 |
) |
|
|
|
|
|
|||
Other expenses (income): |
|
|
|
|
|||
Interest expense |
|
|
11,553,000 |
|
|
9,532,000 |
|
Interest (income) and other |
|
|
(223,000 |
) |
|
635,000 |
|
Write-off of deferred financing costs and debt discounts |
|
|
— |
|
|
1,412,000 |
|
Change in fair value of warrants and derivatives |
|
|
1,350,000 |
|
|
5,524,000 |
|
|
|
|
|
|
|||
Loss before provision for income taxes |
|
|
(15,437,000 |
) |
|
(146,273,000 |
) |
Provision for income taxes |
|
|
442,000 |
|
|
2,134,000 |
|
|
|
|
|
|
|||
Net loss |
|
$ |
(15,879,000 |
) |
|
(148,407,000 |
) |
|
|
|
|
|
|||
Gain on extinguishment of convertible preferred stock |
|
|
— |
|
|
51,179,000 |
|
|
|
|
|
|
|||
Adjustments to reflect redemption value of convertible preferred stock: |
|
|
|
|
|||
Dividends on convertible preferred stock, net |
|
|
(3,903,000 |
) |
|
(58,634,000 |
) |
Net loss attributable to common stockholders |
|
$ |
(19,782,000 |
) |
|
(155,862,000 |
) |
|
|
|
|
|
|||
Net loss per common share: |
|
|
|
|
|||
Basic |
|
$ |
(0.67 |
) |
|
(5.29 |
) |
Diluted |
|
$ |
(0.67 |
) |
|
(5.29 |
) |
|
|
|
|
|
|||
Weighted average number of common shares outstanding – basic |
|
|
29,618,000 |
|
|
29,446,000 |
|
|
|
|
|
|
|||
Weighted average number of common and common equivalent shares outstanding – diluted |
|
|
29,618,000 |
|
|
29,446,000 |
|
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) |
||||||
|
October 31, 2025 |
|
July 31, 2025 |
|||
Assets |
|
|
|
|||
Current assets: |
|
|
|
|||
Cash and cash equivalents |
$ |
43,635,000 |
|
|
40,019,000 |
|
Accounts receivable, net |
|
140,275,000 |
|
|
144,837,000 |
|
Inventories, net |
|
67,845,000 |
|
|
68,955,000 |
|
Prepaid expenses and other current assets |
|
14,829,000 |
|
|
16,375,000 |
|
Total current assets |
|
266,584,000 |
|
|
270,186,000 |
|
Property, plant and equipment, net |
|
44,357,000 |
|
|
43,410,000 |
|
Operating lease right-of-use assets, net |
|
31,972,000 |
|
|
30,812,000 |
|
Goodwill |
|
204,625,000 |
|
|
204,625,000 |
|
Intangibles with finite lives, net |
|
168,061,000 |
|
|
173,105,000 |
|
Deferred financing costs, net |
|
1,749,000 |
|
|
1,907,000 |
|
Other assets, net |
|
16,772,000 |
|
|
16,790,000 |
|
Total assets |
$ |
734,120,000 |
|
|
740,835,000 |
|
Liabilities, Convertible Preferred Stock and Stockholders’ Equity |
|
|
|
|||
Current liabilities: |
|
|
|
|||
Accounts payable |
$ |
25,955,000 |
|
|
25,965,000 |
|
Accrued expenses and other current liabilities |
|
61,083,000 |
|
|
58,423,000 |
|
Current portion of credit facility, net |
|
4,050,000 |
|
|
4,050,000 |
|
Operating lease liabilities, current |
|
6,487,000 |
|
|
7,250,000 |
|
Contract liabilities |
|
59,355,000 |
|
|
62,546,000 |
|
Interest payable |
|
— |
|
|
15,000 |
|
Total current liabilities |
|
156,930,000 |
|
|
158,249,000 |
|
Non-current portion of credit facility, net |
|
116,643,000 |
|
|
114,414,000 |
|
Non-current portion of subordinated debt, net |
|
100,135,000 |
|
|
95,588,000 |
|
Operating lease liabilities, non-current |
|
30,978,000 |
|
|
29,376,000 |
|
Income taxes payable, non-current |
|
1,867,000 |
|
|
1,818,000 |
|
Deferred tax liability, net |
|
4,287,000 |
|
|
4,619,000 |
|
Long-term contract liabilities |
|
20,287,000 |
|
|
21,005,000 |
|
Warrant and derivative liabilities |
|
19,921,000 |
|
|
17,849,000 |
|
Other liabilities |
|
4,030,000 |
|
|
3,950,000 |
|
Total liabilities |
|
455,078,000 |
|
|
446,868,000 |
|
Commitments and contingencies |
|
|
|
|||
Convertible preferred stock, par value |
|
193,448,000 |
|
|
189,545,000 |
|
Stockholders’ equity: |
|
|
|
|||
Preferred stock, par value |
|
— |
|
|
— |
|
Common stock, par value |
|
4,464,000 |
|
|
4,444,000 |
|
Additional paid-in capital |
|
545,753,000 |
|
|
548,722,000 |
|
Retained deficit |
|
(22,774,000 |
) |
|
(6,895,000 |
) |
|
|
527,443,000 |
|
|
546,271,000 |
|
Less: |
|
|
|
|||
Treasury stock, at cost (15,033,317 shares at October 31, 2025 and July 31, 2025) |
|
(441,849,000 |
) |
|
(441,849,000 |
) |
Total stockholders’ equity |
|
85,594,000 |
|
|
104,422,000 |
|
Total liabilities, convertible preferred stock and stockholders’ equity |
$ |
734,120,000 |
|
|
740,835,000 |
|
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows |
|||||||
|
|
(Unaudited) |
|||||
|
|
Three months ended October 31, |
|||||
|
|
|
2025 |
|
|
2024 |
|
Cash flows from operating activities: |
|
|
|
|
|||
Net loss |
|
$ |
(15,879,000 |
) |
|
(148,407,000 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|||
Depreciation and amortization of property, plant and equipment |
|
|
3,000,000 |
|
|
2,895,000 |
|
Amortization of intangible assets |
|
|
5,044,000 |
|
|
6,593,000 |
|
Amortization of stock-based compensation |
|
|
1,127,000 |
|
|
155,000 |
|
Amortization of cost to fulfill assets |
|
|
— |
|
|
261,000 |
|
Paid-in-kind interest under term loan |
|
|
— |
|
|
2,082,000 |
|
Amortization of deferred financing costs, debt discount and accreted interest related to subordinated credit facility |
|
|
5,192,000 |
|
|
248,000 |
|
Amortization of deferred financing costs and debt discount related to credit facility |
|
|
1,371,000 |
|
|
973,000 |
|
Write-off of deferred financing costs and debt discounts |
|
|
— |
|
|
1,412,000 |
|
Change in fair value of warrants and derivatives |
|
|
1,350,000 |
|
|
5,524,000 |
|
(Benefit from) provision for allowance for doubtful accounts and contract assets |
|
|
(455,000 |
) |
|
17,443,000 |
|
Provision for excess and obsolete inventory |
|
|
137,000 |
|
|
12,546,000 |
|
Deferred income tax benefit |
|
|
(332,000 |
) |
|
(166,000 |
) |
Impairment of long-lived assets, including goodwill |
|
|
— |
|
|
79,555,000 |
|
Changes in assets and liabilities, net of effects of divestitures: |
|
|
|
|
|||
Accounts receivable |
|
|
5,017,000 |
|
|
(2,712,000 |
) |
Inventories |
|
|
973,000 |
|
|
(1,214,000 |
) |
Prepaid expenses and other current assets |
|
|
948,000 |
|
|
(995,000 |
) |
Other assets |
|
|
9,000 |
|
|
(1,096,000 |
) |
Accounts payable |
|
|
(543,000 |
) |
|
1,710,000 |
|
Accrued expenses and other current liabilities |
|
|
4,309,000 |
|
|
(4,887,000 |
) |
Contract liabilities |
|
|
(3,909,000 |
) |
|
4,218,000 |
|
Other liabilities, non-current |
|
|
85,000 |
|
|
105,000 |
|
Interest payable |
|
|
(15,000 |
) |
|
(521,000 |
) |
Income taxes payable |
|
|
647,000 |
|
|
2,472,000 |
|
Net cash provided by (used in) operating activities |
|
|
8,076,000 |
|
|
(21,806,000 |
) |
Cash flows from investing activities: |
|
|
|
|
|||
Purchases of property, plant and equipment |
|
|
(3,256,000 |
) |
|
(2,415,000 |
) |
Net cash used in investing activities |
|
|
(3,256,000 |
) |
|
(2,415,000 |
) |
Cash flows from financing activities: |
|
|
|
|
|||
Proceeds from subordinated credit facility |
|
|
— |
|
|
25,000,000 |
|
Repayment of term loan |
|
|
(1,013,000 |
) |
|
— |
|
Proceeds from issuance of employee stock purchase plan shares |
|
|
22,000 |
|
|
38,000 |
|
Payment of deferred financing costs |
|
|
— |
|
|
(2,757,000 |
) |
Remittance of employees’ statutory tax withholding for stock awards |
|
|
(189,000 |
) |
|
(666,000 |
) |
Payment of shelf registration costs |
|
|
— |
|
|
(94,000 |
) |
Cash dividends paid on common stock |
|
|
(24,000 |
) |
|
(39,000 |
) |
Payment of convertible preferred stock issuance costs |
|
|
— |
|
|
(50,000 |
) |
Net cash (used in) provided by financing activities |
|
|
(1,204,000 |
) |
|
21,432,000 |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
3,616,000 |
|
|
(2,789,000 |
) |
Cash and cash equivalents at beginning of period |
|
|
40,019,000 |
|
|
32,433,000 |
|
Cash and cash equivalents at end of period |
|
$ |
43,635,000 |
|
|
29,644,000 |
|
Use of Non-GAAP Financial Measures
To provide investors with additional information regarding the Company’s financial results, this release contains “Non-GAAP financial measures” under the rules of the SEC. The Company’s Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before interest, income taxes, depreciation, amortization of intangibles, impairment of long-lived assets, including goodwill, amortization of cost to fulfill assets, amortization of stock-based compensation, CEO transition costs, change in fair value of warrants and derivatives, proxy solicitation costs, restructuring costs, strategic emerging technology costs (for next-generation satellite technology), and write-off of deferred financing costs and debt discounts, and in the recent past, acquisition plan expenses, change in fair value of the convertible preferred stock purchase option liability, COVID-19 related costs, facility exit costs, strategic alternatives expenses and other and loss on business divestiture. These items, while periodically affecting its results, may vary significantly from period to period and may have a disproportionate effect in a given period, thereby affecting the comparability of results. Although closely aligned, the Company’s definition of Adjusted EBITDA is different than EBITDA (as such term is defined in its Credit Facility and Subordinated Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted EBITDA used by other companies and therefore may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA, as well as adjusted operating income (loss), net income (loss) attributable to common shareholders and net income (loss) per diluted common share, as presented in the tables, are non-GAAP measures. These Non-GAAP measures are frequently requested by investors and analysts. The Company believes that investors and analysts may use these Non-GAAP measures along with other information contained in its SEC filings, including GAAP measures, in assessing its performance and comparability of its results with other companies. The Company’s Non-GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described herein and also excludes the effects of the Company’s outstanding convertible preferred stock. These Non-GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct its business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared in accordance with GAAP. These measures are adjusted as described in the reconciliation of GAAP to Non-GAAP measures in the tables presented herein, but these adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non-recurring. Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP. Investors are advised to carefully review the GAAP financial results that are disclosed in the Company’s SEC filings. As the Company has not provided future Non-GAAP financial guidance or targets, there is no need to reconcile its business outlook to the most directly comparable GAAP measures. Furthermore, even if guidance or targets had been provided, items such as stock-based compensation, adjustments to the provision for income taxes, amortization of intangibles and interest expense, which are specific items that impact these measures, have not yet occurred, are out of the Company’s control, or cannot be predicted at this time. For example, quantification of stock-based compensation expense requires inputs such as the number of shares granted and market price that are not currently ascertainable. Accordingly, reconciliations to the Non-GAAP forward looking metrics would not be available without unreasonable effort and such unavailable reconciling items could significantly impact the Company’s financial results.
|
|
Three months ended October 31, |
|
Fiscal Year |
||||||||
|
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
Reconciliation of GAAP Operating loss to Adjusted EBITDA: |
|
|
|
|
|
|
||||||
Operating loss |
|
$ |
(2,757,000 |
) |
|
$ |
(129,170,000 |
) |
|
$ |
(139,098,000 |
) |
Amortization of stock-based compensation |
|
|
1,127,000 |
|
|
|
155,000 |
|
|
|
3,120,000 |
|
Amortization of intangibles |
|
|
5,044,000 |
|
|
|
6,593,000 |
|
|
|
21,723,000 |
|
Impairment of long-lived assets, including goodwill |
|
|
— |
|
|
|
79,555,000 |
|
|
|
79,555,000 |
|
Depreciation |
|
|
3,000,000 |
|
|
|
2,895,000 |
|
|
|
11,798,000 |
|
Amortization of cost to fulfill assets |
|
|
— |
|
|
|
261,000 |
|
|
|
261,000 |
|
Restructuring costs |
|
|
2,441,000 |
|
|
|
6,484,000 |
|
|
|
15,585,000 |
|
Strategic emerging technology costs |
|
|
— |
|
|
|
280,000 |
|
|
|
280,000 |
|
Proxy solicitation costs |
|
|
— |
|
|
|
1,583,000 |
|
|
|
2,682,000 |
|
CEO transition costs |
|
|
751,000 |
|
|
|
598,000 |
|
|
|
2,117,000 |
|
Adjusted EBITDA |
|
$ |
9,606,000 |
|
|
$ |
(30,766,000 |
) |
|
$ |
(1,977,000 |
) |
Reconciliations of GAAP consolidated results to the corresponding Non-GAAP measures are shown in the tables below (numbers and per share amounts in the tables may not foot due to rounding). Non-GAAP results reflect Non-GAAP provisions for (benefits from) income taxes based on year-to-date results, as adjusted for the Non-GAAP reconciling items included in the tables below. The Company evaluates its Non-GAAP effective income tax rate on an ongoing basis, and it can change from time to time. The Company’s Non-GAAP effective income tax rate can differ materially from its GAAP effective income tax rate.
|
October 31, 2025 |
|
October 31, 2024 |
||||||||||||||||||||
|
Three months ended |
|
Three months ended |
||||||||||||||||||||
|
Operating (Loss)
|
|
Net Loss Attributable
|
|
Net Loss per Diluted Common Share* |
|
Operating
|
|
Net Loss Attributable
|
|
Net Loss per Diluted Common Share* |
||||||||||||
Reconciliation of GAAP to Non-GAAP Earnings: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP measures, as reported |
$ |
(2,757,000 |
) |
|
$ |
(19,782,000 |
) |
|
$ |
(0.67 |
) |
|
$ |
(129,170,000 |
) |
|
$ |
(155,862,000 |
) |
|
$ |
(5.29 |
) |
Adjustments to reflect redemption value of convertible preferred stock |
|
— |
|
|
|
3,903,000 |
|
|
|
0.13 |
|
|
|
— |
|
|
|
58,634,000 |
|
|
|
1.99 |
|
Change in fair value of warrants and derivatives |
|
— |
|
|
|
1,350,000 |
|
|
|
0.05 |
|
|
|
— |
|
|
|
5,524,000 |
|
|
|
0.19 |
|
Gain on extinguishment of convertible preferred stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(51,179,000 |
) |
|
|
(1.74 |
) |
Impairment of long-lived assets, including goodwill |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
79,555,000 |
|
|
|
79,555,000 |
|
|
|
2.70 |
|
Amortization of intangibles |
|
5,044,000 |
|
|
|
4,807,000 |
|
|
|
0.16 |
|
|
|
6,593,000 |
|
|
|
6,141,000 |
|
|
|
0.21 |
|
Restructuring costs |
|
2,441,000 |
|
|
|
2,441,000 |
|
|
|
0.08 |
|
|
|
6,484,000 |
|
|
|
6,230,000 |
|
|
|
0.21 |
|
Amortization of stock-based compensation |
|
1,127,000 |
|
|
|
1,127,000 |
|
|
|
0.04 |
|
|
|
155,000 |
|
|
|
131,000 |
|
|
|
— |
|
CEO transition costs |
|
751,000 |
|
|
|
751,000 |
|
|
|
0.03 |
|
|
|
598,000 |
|
|
|
567,000 |
|
|
|
0.02 |
|
Proxy solicitation costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,583,000 |
|
|
|
1,501,000 |
|
|
|
0.05 |
|
Strategic emerging technology costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
280,000 |
|
|
|
268,000 |
|
|
|
0.01 |
|
Amortization of cost to fulfill assets |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
261,000 |
|
|
|
261,000 |
|
|
|
0.01 |
|
Net discrete tax expense |
|
— |
|
|
|
44,000 |
|
|
|
— |
|
|
|
— |
|
|
|
29,000 |
|
|
|
— |
|
Non-GAAP measures |
$ |
6,606,000 |
|
|
$ |
(5,359,000 |
) |
|
$ |
(0.18 |
) |
|
$ |
(33,661,000 |
) |
|
$ |
(48,200,000 |
) |
|
$ |
(1.64 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Fiscal Year 2025 |
|
|
|
|
|
|
||||||||||||||||
|
Operating
|
|
Net Loss Attributable
|
|
Net Loss per Diluted Common Share* |
|
|
|
|
|
|
||||||||||||
Reconciliation of GAAP to Non-GAAP Earnings: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP measures, as reported |
$ |
(139,098,000 |
) |
|
$ |
(204,251,000 |
) |
|
$ |
(6.95 |
) |
|
|
|
|
|
|
||||||
Adjustments to reflect redemption value of convertible preferred stock |
|
— |
|
|
|
100,128,000 |
|
|
|
3.40 |
|
|
|
|
|
|
|
||||||
Gain on extinguishment of convertible preferred stock |
|
— |
|
|
|
(51,179,000 |
) |
|
|
(1.74 |
) |
|
|
|
|
|
|
||||||
Change in fair value of warrants and derivatives |
|
— |
|
|
|
(38,498,000 |
) |
|
|
(1.32 |
) |
|
|
|
|
|
|
||||||
Impairment of long-lived assets, including goodwill |
|
79,555,000 |
|
|
|
79,555,000 |
|
|
|
2.71 |
|
|
|
|
|
|
|
||||||
Amortization of intangibles |
|
21,723,000 |
|
|
|
20,774,000 |
|
|
|
0.71 |
|
|
|
|
|
|
|
||||||
Restructuring costs |
|
15,585,000 |
|
|
|
14,860,000 |
|
|
|
0.51 |
|
|
|
|
|
|
|
||||||
Proxy solicitation costs |
|
2,682,000 |
|
|
|
2,545,000 |
|
|
|
0.09 |
|
|
|
|
|
|
|
||||||
Amortization of stock-based compensation |
|
3,120,000 |
|
|
|
3,120,000 |
|
|
|
0.11 |
|
|
|
|
|
|
|
||||||
CEO transition costs |
|
2,117,000 |
|
|
|
2,009,000 |
|
|
|
0.07 |
|
|
|
|
|
|
|
||||||
Strategic emerging technology costs |
|
280,000 |
|
|
|
266,000 |
|
|
|
0.01 |
|
|
|
|
|
|
|
||||||
Amortization of cost to fulfill assets |
|
261,000 |
|
|
|
261,000 |
|
|
|
0.01 |
|
|
|
|
|
|
|
||||||
Net discrete tax benefit |
|
— |
|
|
|
(348,000 |
) |
|
|
(0.01 |
) |
|
|
|
|
|
|
||||||
Non-GAAP measures |
$ |
(13,775,000 |
) |
|
$ |
(70,758,000 |
) |
|
$ |
(2.41 |
) |
|
|
|
|
|
|
||||||
* Per share amounts may not foot due to rounding. |
|||||||||||||||||||||||
View source version on businesswire.com: https://www.businesswire.com/news/home/20251211467577/en/
Investor Relations Contact
Maria Ceriello
631-962-7115
Maria.Ceriello@comtech.com
Media Contacts
Jamie Clegg
480-532-2523
Jamie.Clegg@comtech.com
Longacre Square Partners
comtech@longacresquare.com
Source: Comtech Telecommunications Corp.