Comtech Telecommunications Corporation (CMTL)

Comtech Announces Definitive Agreement to Sell Most of Its Satellite and Space Communications Business to GilatJune 15, 2026 6:00 AM
Business Wire Comtech Also Announces Amendments to Existing Credit Facilities and Convertible Preferred Stock Agreements to Strengthen Financial Flexibility Transactions Represent a Successful Outcome of the Previously Announced Strategic Review Processes and Underscore the Company's Significantly Improved Financial and Operating Performance Company Positioned to be a Public Safety Technology Leader with Strong Recurring Revenue, Long-Term Growth Opportunities and Improving Margin Profile Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today announced that it has entered into a definitive agreement (the “Transaction”) to sell most of its Satellite and Space Communications (“S&S”) segment to Gilat Satellite Networks Ltd. (“Gilat”) (NASDAQ: GILT, TASE: GILT), and become a focused public safety technology company. The Transaction was unanimously approved by the boards of directors of both Comtech and Gilat. Under the terms of the agreement, Gilat will acquire most of the S&S segment for $157.5 million, of which $10.0 million is being paid today. In addition, Comtech will retain certain cyber-focused assets currently within the S&S segment as well as rights to certain S&S accounts receivable collections. The Transaction is subject to customary closing conditions, including regulatory approvals. The Company currently expects the Transaction to close in calendar Q4 2026, subject to the timing of regulatory review. The Company also announced amendments to its existing credit facilities and agreed to replace the existing series of convertible preferred stock with a new series of convertible preferred stock. These agreements not only provide the necessary consents to the Transaction, but also deliver immediate improvements that enhance the Company's financial flexibility. Comtech anticipates that upon closing the Transaction, the Company will use the net cash proceeds to reduce debt and recapitalize the business to provide a stronger and healthier financial position for the remaining Allerium business. “The sale of most of the S&S segment, together with the agreements we have reached with our lenders and preferred stockholders, represent a significant milestone in Comtech’s transformation and reflect the successful execution of our strategy,” said Ken Traub, Chairman, President and CEO. “I would like to thank and compliment Daniel Gizinski and the entire S&S leadership and operational teams for the successful turnaround and improved positioning of this business. I would also like to thank and compliment our entire organization for their dedication to the Company’s transformative initiatives, and specifically Mike Bondi and the finance team, Don Walther and the legal team and Jennie Kerr and the people operations team. This organization has done an incredible job over the past several quarters in executing on our transformation to improve profitability, cash flow and the capital structure, streamline our operations and sharpen our strategic focus on building Allerium's public safety business. Finally, I would like to thank all of our partners and stakeholders for their patience and support in the execution of our plans to build long-term sustainable value for the Company and our shareholders.” Mr. Traub continued, “Over the next few months as we await regulatory approval, we will be executing a transition plan to align the organization to be purpose-built to support Allerium's growth as a leader in next-generation public safety technologies and services. Under Jeff Robertson's leadership, Allerium has been enhancing its mission-critical solutions for public safety agencies and mobile network operators through a growing portfolio of software, cloud-native, data-driven and AI-enabled capabilities. Allerium sits at the center of NG911, call handling, location-based services, and real-time data critical to the coordination of emergency response. With an improved capital structure, streamlined organization and a clear strategic focus, Allerium is poised to capitalize on its leadership in the public safety market.” Upon closing, the Company will align its operations, strategy and brand with its public safety focus and will transition to the Allerium name. Allerium will be able to direct investment, innovation, and execution around a single mission-critical market with significant long-term demand drivers as public safety solutions continue to evolve from voice-based connections to data-centric communication, coordination and real-time AI-enhanced decision-making. With a simpler operating model, a strengthened balance sheet, and a single strategic focus, Allerium intends to accelerate its growth of recurring software and services revenue and expand margins and operating leverage while investing more decisively in the innovation its public safety customers depend upon. “Allerium is well-positioned to build upon the leadership we have established in the public safety market, as we are the first to bring together the complete emergency response ecosystem — from device location to the systems, networks and data analysis that help drive action and connect people to emergency assistance,” said Jeff Robertson, President of Allerium. “The industry is expanding beyond voice as agencies and network operators face increasing data complexity, rising call volumes, workforce constraints and growing expectations for real-time situational awareness. This evolution is creating new opportunities for AI-assisted intelligent workflows, real-time information correlation, and technologies designed to help public safety operators manage increasing volumes of critical information during active incidents. We believe Allerium will play a leading role in defining the next generation of emergency communications by helping public safety move beyond connectivity toward coordination.” "We are proud of our entire team who contributed to the significant turnaround and repositioning of our S&S business," commented Daniel Gizinski, President of S&S. “We will continue to support our mission, customers and partners going forward.” "We are impressed with the successful progress of Comtech and look forward to welcoming its Satellite and Space Communications segment into Gilat," said Adi Sfadia, CEO of Gilat. “This segment brings a talented team and strong technology, and we believe it is an excellent strategic fit with Gilat.” Comtech anticipates the net cash proceeds from the Transaction to range from approximately $143.0 million to $145.0 million, after deducting estimated Transaction related expenses of approximately $12.5 million to $14.5 million. Such net cash proceeds do not include any additional proceeds that the Company may generate from assets that have been part of the S&S business and retained by Comtech. In accordance with its existing credit facilities, the Company will use 65% of the net proceeds from the Transaction to prepay the majority of its senior secured credit facility, with the remaining 35% to prepay subordinated debt outstanding, starting with repaying the subordinated priority term loan. In connection with aligning its operations, strategy and brand with a public safety focus, the Company anticipates investing between approximately $12.0 million and $14.0 million for transition related costs. Such costs are expected to be incurred mostly in fiscal 2027 and associated with business systems tools, capabilities, personnel and reporting functions. After completing the sale of most of the S&S business and after approximately one year of transition implementation, Comtech anticipates annual cost savings, excluding one-time non-recurring expenses, to range from approximately $11.0 million to $13.0 million. For the trailing twelve months ended April 30, 2026, net sales for the businesses being retained by Comtech were approximately $249.0 million and funded backlog as of April 30, 2026 was $554.0 million. Considering the above anticipated cost savings, the Company estimates that pro forma Adjusted EBITDA would have been between approximately $33.0 million and $35.0 million for the trailing twelve months ended April 30, 2026. Such amounts are unaudited estimates. Adjusted EBITDA, a Non-GAAP financial measure, is defined in Comtech’s Form 10-Q to be filed with the SEC on June 15, 2026. See below for reconciliation of GAAP Operating Income to Adjusted EBITDA. Reconciliation of Pro Forma1 GAAP Operating Income to Adjusted EBITDA: $ in millions Twelve months ended April 30, 2026 Operating income $ 2.0 Amortization of intangibles   14.0 Depreciation   11.0 Restructuring costs   5.0 CEO transition costs   2.0 Adjusted EBITDA $ 34.0   1 Pro forma results presented in the above table for the trailing twelve months ended April 30, 2026 represent the businesses being retained by Comtech, plus anticipated cost savings. The businesses being retained by Comtech include: Allerium, certain cyber-focused assets currently within the S&S segment and Unallocated. TD Securities (USA) LLC is acting as exclusive financial advisor to Comtech on the Transaction. Norton Rose Fulbright is acting as legal advisor to Comtech on the Transaction and amendments to its credit agreements and convertible preferred stock agreements. Naschitz Brandes Amir is acting as legal advisor to Gilat on the Transaction. Quilty Space is acting as a business advisor to Gilat in connection with the Transaction. The Transaction concludes Comtech’s previously announced strategic alternatives processes. About Comtech Comtech Telecommunications Corp. delivers trusted mission-critical communications solutions used by military forces, government agencies, public safety organizations, mobile network operators and communities around the world. With nearly 60 years of global communications technology leadership, Comtech provides secure, resilient systems proven to perform in the world’s most demanding environments. Through advanced satellite and space communications systems and Allerium’s Next Generation 9-1-1 emergency services and location-intelligence platforms, Comtech delivers reliable connectivity across orbit, network and ground to keep essential missions, services and communities connected when it matters most. For more information, please visit comtech.com. Forward-Looking Statements Certain information in this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. 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, the expected completion of, the anticipated benefits of, and the Company’s plans, strategies and objectives relating to, the pending transaction with Gilat Satellite Networks Ltd, the time frame in which such proposed transaction will occur, and the planned use of net proceeds received by the Company in connection with the proposed transaction, including the planned repayment of some or all of the Company’s existing senior secured credit facility and subordinated debt. 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 the Company’s 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 the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things: the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction, including changes in relevant tax and other applicable laws, and the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreements; the risk that the proposed transaction may not be completed on the terms or in the time frame expected by the parties, or at all, including as a result of a delay or failure to obtain certain required regulatory approvals or the failure of any other condition to the closing of the transaction such that the closing of the transaction is delayed or does not occur; unexpected costs, liabilities or delays in connection with the proposed transaction; the significant transaction costs associated with the proposed transaction; negative effects of the announcement, pendency or consummation of the transaction on the market price of the Company’s common stock or operating results, including as a result of changes in key customer, supplier, employee or other business relationships; the risk of litigation or regulatory actions; the Company’s inability to retain and hire key personnel; and other factors described in this and the Company’s other filings with the Securities and Exchange Commission ("SEC"), including the “Risk Factors” (Part I, Item 1A), “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) and “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A) sections in the Company’s Annual Report on Form 10-K filed with the SEC on November 10, 2025, as the same may be updated from time to time in the Company’s various filings with the SEC. 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20260615436494/en/ Investor Relations Contact
Maria Ceriello
631-962-7115
Maria.Ceriello @PACK-2523
Jamie.Clegg@comtech.com Longacre Square Partners
Comtech@LongacreSquare.com Original: Comtech Announces Definitive Agreement to Sell Most of Its Satellite and Space Communications Business to Gilat

Comtech Announces Financial Results for Third Quarter of Fiscal 2026June 15, 2026 6:01 AM
Business Wire Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today reported financial results for its third quarter ended April 30, 2026. Ken Traub, Chairman, President and CEO, stated: “When I stepped into the CEO role in early 2025, I announced a transformation plan which featured four pillars: (1) Operational discipline, (2) Returning to positive operating cash flow, (3) Conducting a comprehensive review of strategic alternatives, and (4) Strengthening our capital structure. Our results and announcements today demonstrate that we are successfully delivering on each of those promises. The operational improvements that we have implemented have enabled us to report today our fifth consecutive quarter of positive operating cash flow. Our improved and consistent financial performance has enabled us to pursue the strategic alternatives process as well as negotiations with our lenders and investors from a position of strength. The transactions we are announcing today of both the sale of most of our Satellite and Space Communications business for $157.5 million to Gilat and the improved terms we negotiated with our creditors and preferred shareholders represent a defining milestone in Comtech’s transformation, renewed strength and future prospects. Together, these actions immediately further strengthen our financial position and enable us to transition to a streamlined business with a clear strategic focus as a leader in next-generation public safety and mission-critical technologies and services. Under Jeff Robertson's leadership, Allerium has been enhancing its mission-critical solutions for public safety agencies and mobile network operators. With an improved capital structure, focused organization and strategic clarity, Allerium is poised to capitalize on its leadership in the public safety market and accelerate its growth. Upon closing, our transition to Allerium will mark the beginning of an exciting new chapter — one in which we will focus our investment, innovation, and execution on a singular mission: leading the evolution of public safety technologies as the market shifts from traditional voice-based systems toward data-centric communications, real-time coordination, and AI-enhanced decision making. We believe Allerium is uniquely positioned to lead this large and growing market for years to come. Finally, I would like to thank and compliment our entire team. We set ambitious goals during a period of significant challenge, remained disciplined in our execution, and delivered. Throughout our organization, in S&S, Allerium, Finance, Legal, IT and People Operations, I have seen the dedication, loyalty and passion that is driving these significant achievements. I am so proud of this team and what we are accomplishing together.” Consolidated Financial Results Net sales of $106.0 million Gross profit of 34.0% Operating loss of $3.1 million and net loss attributable to common shareholders of $14.3 million Adjusted EBITDA (a Non-GAAP financial measure) of $8.2 million, or 7.8% of net sales Net bookings of $70.5 million, representing a book-to-bill ratio of 0.67x Funded backlog of $696.1 million and revenue visibility of approximately $1.1 billion GAAP cash flows provided by operations of $6.1 million Total liquidity at quarter end of $49.4 million Third Quarter Fiscal 2026 Results Commentary Consolidated Consolidated net sales were $106.0 million, a decrease of 16.4% compared to $126.8 million reported in the third quarter of fiscal 2025. Approximately 17% of the decrease in consolidated sales occurred in the Allerium segment. Allerium reported net sales consistent with the third quarter of fiscal 2025, excluding $3.0 million of net sales in the prior year period related to a negotiated, retroactive billing event to recover costs incurred in previous quarters. As anticipated, S&S segment net sales declined due to the Company’s decision to phase out and eliminate certain low-margin and working capital intensive revenues, such as the Very Small Aperture Terminal (“VSAT”) Satellite Systems and Services contract. Consolidated gross profit was $36.1 million, or 34.0% of consolidated net sales, compared to $38.9 million, or 30.7% of consolidated net sales, reported in the third quarter of fiscal 2025. The Company's gross profit for the third quarter of fiscal 2026 (both in dollars and as a percentage of consolidated net sales) reflects overall product mix changes and improved operational and financial performance as a result of the Company's transformation initiatives to, among other things, enhance operational efficiency, streamline product lines with a focus on strategic, higher operating margin products and reduce cost structures. Consolidated gross profit (both in dollars and as a percentage of consolidated net sales) for the prior year period also includes Allerium's retroactive billing event discussed above. The improvement in the Company's gross profit percentage builds upon the quarterly trend achieved throughout fiscal 2025 and the first two quarters of fiscal 2026. Consolidated operating loss was $3.1 million, compared to an operating loss of $1.5 million in the third quarter of fiscal 2025. Operating loss in the third quarter of fiscal 2026 reflects $4.6 million of amortization of intangibles, $2.4 million of restructuring costs (of which $0.2 million, $0.8 million and $1.4 million related to the Allerium, S&S and Unallocated segments, respectively), $1.2 million of amortization of stock-based compensation and nominal CEO transition costs. Excluding such items, consolidated operating income for this past quarter would have been $5.1 million, or 4.8% of consolidated net sales. Consolidated operating loss for the prior year period includes the benefit of Allerium's retroactive billing event discussed above. Consolidated net loss attributable to common stockholders was $14.3 million, compared to a net loss attributable to common stockholders of $14.5 million in the third quarter of fiscal 2025. In addition to those items described above, and as more fully discussed in the Company’s SEC filings, the more recent period included $10.8 million of net dividends related to the Company’s Convertible Preferred Stock, compared to $48.4 million of net dividends in the prior year period. Consolidated Adjusted EBITDA (a Non-GAAP financial measure) was $8.2 million, compared to $12.6 million in the third quarter of fiscal 2025. Compared to the prior year period, Adjusted EBITDA reflects those factors discussed above. Consolidated net bookings were $70.5 million in the third quarter of fiscal 2026, compared to $71.0 million in the third quarter of fiscal 2025. The book-to-bill ratio in the third quarter of fiscal 2026 was 0.67x, compared to 0.56x in the third quarter of fiscal 2025. As part of the Company’s transformation plan, it has refocused and prioritized its product development and sales efforts to eliminate certain low-margin revenue and target higher-margin opportunities in which it has greater differentiation and to optimize cash flow. Consolidated backlog was $696.1 million as of April 30, 2026, compared to $708.1 million as of April 30, 2025 and $672.1 million as of July 31, 2025. Revenue visibility, measured as the sum of funded backlog and the total unfunded value of certain multi-year contracts, was approximately $1.1 billion at the end of the third quarter. GAAP cash flows provided by operations were $6.1 million, an improvement from the third quarter of fiscal 2025 cash flows provided by operations of $2.3 million. This is Comtech’s fifth consecutive quarter of positive operating cash flows and reflects favorable changes in net working capital management, due primarily to improved accountability and process disciplines, as well as the timing of and progress toward completion on contracts accounted for over time, including related shipments, billings and collections. Operating cash flows in the third quarter of fiscal 2026 include aggregate net cash payments of $4.1 million, principally for interest and, to a much lesser extent, income taxes, compared to $10.1 million in the third quarter of fiscal 2025. Operating cash flows for the third quarter of fiscal 2026 and 2025 also include $2.4 million and $7.0 million, respectively, in aggregate net cash payments for restructuring costs, including severance, CEO transition costs and third-party professional fees related to the modification of the Amended Subordinated Credit Facility on March 3, 2025. Allerium Segment Allerium net sales were $55.7 million, a decrease of 5.9% compared to the third quarter of fiscal 2025. The prior year period includes the $3.0 million benefit related to Allerium's retroactive billing event discussed above. Allerium operating income was $4.4 million, compared to $8.4 million in the third quarter of fiscal 2025. The year-over-year decrease in Allerium’s operating income, both in dollars and as a percentage of segment net sales, primarily reflects the retroactive billing event discussed above. Allerium also had an increase in research and development and go-to-market investment to extend its product leadership and drive future growth. Allerium’s Adjusted EBITDA was $10.4 million, compared to $13.9 million in the third quarter of fiscal 2025. Compared to the prior year period, Adjusted EBITDA reflects those factors discussed above. Allerium’s book-to-bill ratio in the third quarter of fiscal 2026 was 0.32x, compared to 0.91x in the prior year period. The ratio for the most recent quarter reflects the timing of large, multi-year contract awards, and is not unusual given Allerium's strong book-to-bill ratios of 1.06x and 2.51x, respectively, in the first and second quarters of fiscal 2026. With strategic wins in the U.S., Canada and Australia, the Company believes its position as a trusted leader in 9-1-1, NG9-1-1 and public safety applications positions Allerium increasingly well to deliver similarly sophisticated solutions for other types of emergencies. Today, a significant and growing portion of Allerium revenue is recurring, giving the Company a stable, high-visibility foundation on which to build. New emergency requesting devices, such as “wearables,” vehicles, smart speakers and AI capable cameras, and new delivery methods, such as through satellite networks, along with expansion in the emergency workflow technologies, are expected to drive innovation and growth for Allerium within the public safety market over time. Key Allerium contract awards during the third quarter of fiscal 2026 included: approximately $6.0 million of additional funding related to a renewal of NG9-1-1 services for a customer in the midwestern region of the U.S.; $2.0 million in funding from a domestic Tier 1 mobile network operator to support the development and migration of various web-based mobile network services; and over $1.6 million in funded orders from another domestic Tier 1 mobile network operator in support of various mobile network services. In April 2026, Allerium announced it reached a significant milestone in its statewide contract to design, deploy, and operate NG9-1-1 services for the Commonwealth of Kentucky. In December 2025, Allerium migrated the first Public Safety Answering Point (“PSAP”), Bluegrass 911 Communications, onto the Commonwealth’s new service and delivered the first NG9-1-1 text and voice calls to this Lancaster, Kentucky agency. After months of planning leading to the first cutover, the program has already migrated 12 PSAPs in its first four months of operation, thus establishing a strong foundation for the continued statewide transition to NG9-1-1 across Kentucky. The milestone comes just over one year after Allerium first announced its NG9-1-1 partnership with the Commonwealth and the Kentucky 911 Services Board in March 2025. Under this multi-year contract, Allerium’s public safety-grade service will deliver seamless interoperability and integration while enabling new and advanced communication capabilities, such as geospatial location routing, all backed by proven products, processes, and statewide PSAP and OSP migration success spanning multiple Emergency Services Internet Protocol Network (“ESInet”) and Next Generation Core Services (“NGCS”) deployments. In May 2026, Allerium announced the opening of its new purpose-built facility in Gatineau, Quebec. The new office reflects Allerium’s continued commitment to Canada and its long-standing presence in the region. The City of Gatineau and the Province of Quebec helped enable this next phase of growth, funding the development of Allerium’s new facility. Allerium’s new facility in Canada builds on strong operational momentum. This includes the recent go-live of the Gatineau 9-1-1 agency, as well as more than a dozen NG9-1-1 upgrades in Canada this fiscal year. These milestones reflect Allerium’s expanding role in modernizing emergency communications infrastructure and supporting public safety agencies in Canada and worldwide. The Gatineau facility strengthens Allerium’s ability to support customers across Canada, while contributing to a broader footprint of public safety agencies across North America and internationally. Satellite and Space Communications (“S&S”) Segment S&S net sales were $50.3 million, a decrease of 25.6% compared to the third quarter of fiscal 2025. As anticipated, the decline in net sales in the S&S segment primarily reflects the Company’s decision to phase out and eliminate certain low-margin and working-capital-intensive revenues, such as the VSAT Satellite Systems and Services contract. S&S operating income was $1.6 million, compared to operating income of $2.7 million in the third quarter of fiscal 2025. S&S operating income in the third quarter of fiscal 2026 was impacted by $0.8 million of restructuring costs to streamline its operations, compared to $0.9 million in the third quarter of fiscal 2025. S&S Adjusted EBITDA was $4.1 million in the third quarter of fiscal 2026, compared to $5.7 million in the prior year period. Compared to the prior year period, Adjusted EBITDA reflects those factors discussed above. S&S’ book-to-bill ratio for the third quarter of fiscal 2026 was 1.04x compared to 0.80x in the prior year period (excluding a $36.4 million debooking in the prior fiscal year associated with the U.S. Army GFSR contract). In the more recent quarter, S&S experienced a strengthening in its funded orders. This was the first time since the first quarter of fiscal 2024 that S&S achieved a book-to-bill ratio greater than 1.0x. Key S&S contract awards during the third quarter of fiscal 2026 included: over $7.0 million in funding for several rapidly deployable troposcatter MTTS, intended for use by an international government end customer; approximately $6.0 million in incremental funding for ongoing training and support of complex cybersecurity operations for U.S. government customers; approximately $4.9 million in incremental funding to design and manufacture antenna related equipment for a U.S. government end customer; over $4.2 million in funded orders from a long-time international customer for the procurement of ongoing maintenance and support services related to long range missile and rocket launch tracking systems; over $3.2 million of funded orders for various types of antennas and radio feeds for a domestic prime contractor to the U.S. government; approximately $2.4 million in aggregate orders related to satellite ground infrastructure solutions, including production units, intended for use in a new LEO satellite constellation network being deployed; subsequent to quarter end, the Company also received orders totaling over $10.0 million to develop and deliver initial prototypes for high frequency LEO satellite communications equipment; and in excess of $2.0 million in funded orders from a domestic prime contractor to the U.S. government for certain types of amplifiers. As discussed in more detail in a Current Report on Form 8-K to be filed by the Company with the SEC on June 15, 2026, subsequent to quarter end, on June 14, 2026, the Company entered into a transaction to sell most of Comtech's Satellite and Space Communications ("S&S") business to an affiliate of Gilat Satellite Networks Ltd. As the criteria for reporting the portion of the S&S business being sold as "held for sale" was not met as of April 30, 2026, the Company's Condensed Consolidated Financial Statements as of and for the three and nine months ended April 30, 2026 and 2025 reflect the portion of the S&S business being sold as "held and used." The portion of the S&S business being retained by Comtech principally includes advanced cybersecurity training in support of U.S. government and certain commercial and university customers. Capital Structure and Liquidity Comtech separately announced amendments to its existing credit facilities and agreed to replace the existing series of convertible preferred stock with a new series of convertible preferred stock. These agreements deliver immediate improvements that enhance the Company's financial flexibility. Comtech was able to negotiate these transactions from a position of strength as a result of the significant improvements in the Company's financial and operating performance over the past several quarters. Comtech anticipates the net cash proceeds from the sale of most of S&S' business to range from approximately $143.0 million to $145.0 million, exclusive of any additional proceeds from assets that have been part of the S&S business but will be retained by Comtech and after deducting estimated sale-related expenses of approximately $12.5 million to $14.5 million. In accordance with its existing credit facilities, the Company will use 65% of the net proceeds from the sale of most of S&S' business to prepay the majority of its senior secured credit facility, with the remaining 35% to prepay subordinated debt outstanding, starting with repaying the subordinated priority term loan. 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, Fixed Charge Coverage Ratio and Minimum EBITDA covenants until the four-quarter period ending on January 31, 2027. Such amendments, combined with the Company’s significantly improved operational and financial performance, led to Comtech’s enhanced financial flexibility and removal of its going concern disclosures in its fiscal 2025 Form 10-K filed in November 2025. On June 14, 2026, Comtech further amended its Credit Facility and Subordinated Credit Facility to, among other things, suspend testing of the Net Leverage Ratio, Fixed Charge Coverage Ratio and Minimum EBITDA covenants until the four-quarter period ending on July 31, 2027. At April 30, 2026 and June 12, 2026: Total outstanding borrowings under Comtech’s Credit Facility were $119.7 million and $116.0 million, respectively; $3.6 million was drawn on the Revolver Loan as of April 30, 2026 and repaid in May 2026; Total outstanding borrowings under Comtech’s Subordinated Credit Facility were $104.1 million and $104.8 million, respectively, including interest paid-in-kind or accrued on the $35.0 million subordinated priority term loan; such amounts do not include the $32.5 million Make-Whole Amount associated with the $65.0 million portion of the Subordinated Credit Facility (pursuant to the terms of the Subordinated Credit Facility, as of both April 30, 2026 and the issuance date, the Make-Whole Amount percentage for each tranche within the $65.0 million of principal is 50.0%); The liquidation preference of the Company’s outstanding convertible preferred stock was $218.2 million and $220.5 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 The Company’s available sources of liquidity totaled $49.4 million at April 30, 2026, which includes qualified cash and cash equivalents of $25.8 million and $23.6 million of remaining available Revolver Loan capacity. As of June 12, 2026, the remaining available portion of the Revolver Loan was $27.3 million. Conference Call and Webcast Information Comtech will host a conference call with investors and analysts on Monday, June 15, 2026, at 8:30 am 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 (833) 354-6854 (primary) or (785) 838-9343 (alternate) and using the conference I.D. of “Comtech.” A replay will be available through Monday, June 29, 2026, by dialing (800) 839-3012 or (402) 220-7232. About Comtech Comtech Telecommunications Corp. delivers trusted mission-critical communications solutions used by military forces, government agencies, public safety organizations, mobile network operators and communities around the world. With nearly 60 years of global communications technology leadership, Comtech provides secure, resilient systems proven to perform in the world’s most demanding environments. Through advanced satellite and space communications systems and Allerium’s Next Generation 9-1-1 emergency services and location-intelligence platforms, Comtech delivers reliable connectivity across orbit, network and ground to keep essential missions, services and communities connected when it matters most. 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 the expected completion of, the anticipated benefits of, and its plans, strategies and objectives relating to, the pending transaction with Gilat Satellite Networks Ltd, including the time frame in which such proposed transaction will occur, 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: its ability to consummate the transactions on a timely basis or at all; unexpected costs, liabilities or delays in connection with the proposed transaction; the significant transaction costs associated with the proposed transaction; negative effects of the announcement, pendency or consummation of the transaction on the market price of its common stock or operating results, including as a result of changes in key customer, supplier, employee or other business relationships; the risk of litigation or regulatory actions; its inability to retain and hire key personnel; further portfolio-shaping opportunities, other operational initiatives, and the completion of further financing activities; its ability to access capital and liquidity; 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), “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) and “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A) sections of its Annual Report on Form 10-K, filed with the SEC on November 10, 2025, as the same may be updated from time to time in the Company's various filings with the SEC. 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)   (Unaudited)     Three months ended April 30,   Nine months ended April 30,     2026   2025   2026   2025 Net sales   $ 106,004,000     126,787,000     $ 323,797,000     369,161,000   Cost of sales     69,938,000     87,842,000       214,742,000     281,960,000   Gross profit     36,066,000     38,945,000       109,055,000     87,201,000                     Expenses:                 Selling, general and administrative     29,331,000     30,203,000       86,950,000     115,679,000   Research and development     5,220,000     4,425,000       13,440,000     12,492,000   Amortization of intangibles     4,597,000     5,044,000       14,684,000     16,680,000   CEO transition costs     40,000     805,000       1,096,000     1,072,000   Proxy solicitation costs     —     —       —     2,682,000   Impairment of long-lived assets, including goodwill     —     —       —     79,555,000         39,188,000     40,477,000       116,170,000     228,160,000                     Operating loss     (3,122,000 )   (1,532,000 )     (7,115,000 )   (140,959,000 )                   Other expenses (income):                 Interest expense     11,537,000     12,907,000       34,314,000     33,447,000   Interest (income) and other     5,000     (509,000 )     (426,000 )   —   Change in fair value of warrants and derivatives     (12,479,000 )   (49,542,000 )     (9,763,000 )   (15,450,000 ) Write-off of deferred financing costs and debt discounts     —     3,479,000       —     4,891,000                     (Loss) income before provision for (benefit from) income taxes     (2,185,000 )   32,133,000       (31,240,000 )   (163,847,000 ) Provision for (benefit from) income taxes     1,268,000     (1,801,000 )     1,727,000     (635,000 )                   Net (loss) income   $ (3,453,000 )   33,934,000     $ (32,967,000 )   (163,212,000 )                   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     (10,810,000 )   (48,405,000 )     (21,238,000 )   (80,656,000 ) Net loss attributable to common stockholders   $ (14,263,000 )   (14,471,000 )   $ (54,205,000 )   (192,689,000 )                   Net loss per common share:                 Basic   $ (0.47 )   (0.49 )   $ (1.82 )   (6.56 ) Diluted   $ (0.47 )   (0.49 )   $ (1.82 )   (6.56 )                   Weighted average number of common shares outstanding – basic     30,034,000     29,399,000       29,823,000     29,395,000                     Weighted average number of common and common equivalent shares outstanding – diluted     30,034,000     29,399,000       29,823,000     29,395,000                     COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited)   April 30, 2026   July 31, 2025 Assets       Current assets:       Cash and cash equivalents $ 28,499,000     40,019,000   Accounts receivable, net   127,795,000     144,837,000   Inventories, net   61,828,000     68,955,000   Prepaid expenses and other current assets   18,588,000     16,375,000   Total current assets   236,710,000     270,186,000   Property, plant and equipment, net   45,017,000     43,410,000   Operating lease right-of-use assets, net   30,703,000     30,812,000   Goodwill   204,625,000     204,625,000   Intangibles with finite lives, net   158,421,000     173,105,000   Deferred financing costs, net   1,430,000     1,907,000   Other assets, net   16,577,000     16,790,000   Total assets $ 693,483,000     740,835,000   Liabilities, Convertible Preferred Stock and Stockholders’ Equity       Current liabilities:       Accounts payable $ 22,235,000     25,965,000   Accrued expenses and other current liabilities   49,349,000     58,423,000   Current portion of credit facility   4,050,000     4,050,000   Operating lease liabilities, current   6,477,000     7,250,000   Contract liabilities   65,092,000     62,546,000   Interest payable   1,000     15,000   Total current liabilities   147,204,000     158,249,000   Non-current portion of credit facility, net   104,193,000     114,414,000   Non-current portion of subordinated credit facility, net   106,879,000     95,588,000   Operating lease liabilities, non-current   29,880,000     29,376,000   Income taxes payable, non-current   1,621,000     1,818,000   Deferred tax liability, net   5,228,000     4,619,000   Long-term contract liabilities   18,096,000     21,005,000   Warrant and derivative liabilities   12,664,000     17,849,000   Other liabilities   4,441,000     3,950,000   Total liabilities   430,206,000     446,868,000   Commitments and contingencies   —       Convertible preferred stock, par value $0.10 per share; authorized and issued 178,181 shares at April 30, 2026 (redemption value of $218,245,000 which includes accrued dividends of $1,625,000) and authorized and issued 178,181 shares at July 31, 2025 (redemption value of $204,153,000, which includes accrued dividends of $1,520,000)   210,783,000     189,545,000   Stockholders’ equity:       Preferred stock, par value $0.10 per share; authorized and unissued 1,821,819 shares at both April 30, 2026 and July 31, 2025, respectively   —     —   Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 44,947,742 and 44,443,626 shares at April 30, 2026 and July 31, 2025, respectively   4,495,000     4,444,000   Additional paid-in capital   529,710,000     548,722,000   Retained deficit   (39,862,000 )   (6,895,000 )     494,343,000     546,271,000   Less:       Treasury stock, at cost (15,033,317 shares at April 30, 2026 and July 31, 2025)   (441,849,000 )   (441,849,000 ) Total stockholders’ equity   52,494,000     104,422,000   Total liabilities, convertible preferred stock and stockholders’ equity $ 693,483,000     740,835,000   COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows     (Unaudited)   (Unaudited)     Three months ended April 30,   Nine months ended April 30,     2026   2025   2026   2025 Cash flows from operating activities:                 Net (loss) income   $ (3,453,000 )   33,934,000     $ (32,967,000 )   (163,212,000 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:                 Depreciation and amortization of property, plant and equipment     3,129,000     2,726,000       9,094,000     8,400,000   Amortization of intangible assets     4,597,000     5,044,000       14,684,000     16,680,000   Amortization of stock-based compensation     1,181,000     1,195,000       2,720,000     2,520,000   Amortization of cost to fulfill assets     —     —       —     261,000   Paid-in-kind interest under term loan     —     —       —     5,528,000   Amortization of deferred financing costs, debt discount and accreted interest related to subordinated credit facility     5,849,000     2,888,000       16,245,000     4,451,000   Amortization of deferred financing costs and debt discount related to credit facility     1,390,000     1,339,000       4,108,000     3,496,000   Write-off of deferred financing costs and debt discounts     —     3,479,000       —     4,891,000   Change in fair value of warrants and derivatives     (12,479,000 )   (49,542,000 )     (9,763,000 )   (15,450,000 ) Loss on disposal of property plant and equipment     52,000     11,000       52,000     310,000   (Benefit from) provision for allowance for doubtful accounts and contract assets     (393,000 )   (145,000 )     (935,000 )   17,716,000   Provision for excess and obsolete inventory     558,000     951,000       1,553,000     14,485,000   Deferred income tax expense (benefit)     1,195,000     (91,000 )     609,000     (584,000 ) Impairment of long-lived assets, including goodwill     —     —       —     79,555,000   Changes in assets and liabilities:                 Accounts receivable     469,000     15,870,000       17,977,000     26,407,000   Inventories     3,619,000     2,759,000       5,574,000     960,000   Prepaid expenses and other current assets     (4,191,000 )   (707,000 )     (3,266,000 )   (552,000 ) Other assets     (314,000 )   (357,000 )     (28,000 )   (1,609,000 ) Accounts payable     (596,000 )   (15,316,000 )     (3,660,000 )   (13,930,000 ) Accrued expenses and other current liabilities     (467,000 )   3,071,000       (3,916,000 )   (5,243,000 ) Contract liabilities     6,006,000     (1,297,000 )     (363,000 )   (2,297,000 ) Other liabilities, non-current     (296,000 )   (151,000 )     500,000     34,000   Interest payable     (46,000 )   (636,000 )     (14,000 )   (1,067,000 ) Income taxes payable     298,000     (2,724,000 )     850,000     (1,489,000 ) Net cash provided by (used in) operating activities     6,108,000     2,301,000       19,054,000     (19,739,000 ) Cash flows from investing activities:                 Proceeds from sale of indefinite lived intangible asset     13,000     —       13,000     —   Purchases of property, plant and equipment     (5,435,000 )   (2,461,000 )     (13,119,000 )   (6,529,000 ) Net cash used in investing activities     (5,422,000 )   (2,461,000 )     (13,106,000 )   (6,529,000 ) Cash flows from financing activities:                 Proceeds from subordinated credit facility     —     40,000,000       —     65,000,000   Payments under revolving loan     (4,000,000 )   (9,084,000 )     (14,000,000 )   (9,084,000 ) Repayment of term loan     (1,013,000 )   (27,252,000 )     (3,038,000 )   (27,252,000 ) Proceeds from issuance of employee stock purchase plan shares     31,000     18,000       77,000     101,000   Payment of deferred financing costs     —     (1,062,000 )     —     (4,220,000 ) Remittance of employees’ statutory tax withholding for stock awards     (15,000 )   (5,000 )     (463,000 )   (1,186,000 ) Payment of shelf registration costs     (12,000 )   (37,000 )     (12,000 )   (207,000 ) Cash dividends paid on common stock     (4,000 )   —       (32,000 )   (157,000 ) Payment of convertible preferred stock amendment fees     —     (650,000 )     —     (650,000 ) Payment of convertible preferred stock issuance costs     —     —       —     (76,000 ) Net cash (used in) provided by financing activities     (5,013,000 )   1,928,000       (17,468,000 )   22,269,000   Net (decrease) increase in cash and cash equivalents     (4,327,000 )   1,768,000       (11,520,000 )   (3,999,000 ) Cash and cash equivalents at beginning of period     32,826,000     26,666,000       40,019,000     32,433,000   Cash and cash equivalents at end of period   $ 28,499,000     28,434,000     $ 28,499,000     28,434,000                     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 April 30,   Nine months ended April 30,   Fiscal Year   2026   2025   2026   2025   2025 Reconciliation of GAAP Operating Loss to Adjusted EBITDA:                   Operating loss $ (3,122,000 )   $ (1,532,000 )   $ (7,115,000 )   $ (140,959,000 )   $ (139,098,000 ) Amortization of stock-based compensation   1,181,000       1,195,000       2,720,000       2,520,000       3,120,000   Amortization of intangibles   4,597,000       5,044,000       14,684,000       16,680,000       21,723,000   Impairment of long-lived assets, including goodwill   —       —       —       79,555,000       79,555,000   Amortization of cost to fulfill assets   —       —       —       261,000       261,000   Depreciation   3,129,000       2,726,000       9,094,000       8,400,000       11,798,000   Restructuring costs   2,422,000       4,338,000       6,505,000       14,222,000       15,585,000   CEO transition costs   40,000       805,000       1,096,000       1,072,000       2,117,000   Proxy solicitation costs   —       —       —       2,682,000       2,682,000   Strategic emerging technology costs   —       —       —       280,000       280,000   Adjusted EBITDA $ 8,247,000     $ 12,576,000     $ 26,984,000     $ (15,287,000 )   $ (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.   April 30, 2026   Three months ended   Nine months ended   Operating (Loss)
Income   Net Loss Attributable
to Common Stockholders   Net Loss per Diluted Common Share*   Operating (Loss)
Income   Net Loss Attributable
to Common Stockholders   Net Loss per Diluted Common Share* Reconciliation of GAAP to Non-GAAP Earnings:                         GAAP measures, as reported $ (3,122,000 )   $ (14,263,000 )   $ (0.47 )   $ (7,115,000 )   $ (54,205,000 )   $ (1.82 ) Adjustments to reflect redemption value of convertible preferred stock —       10,810,000       0.36       —       21,238,000       0.71   Change in fair value of warrants and derivatives   —       (12,479,000 )     (0.42 )     —       (9,763,000 )     (0.33 ) Amortization of intangibles   4,597,000       4,458,000       0.15       14,684,000       14,268,000       0.48   Amortization of stock-based compensation   1,181,000       1,181,000       0.04       2,720,000       2,720,000       0.09   Restructuring costs   2,422,000       2,422,000       0.08       6,505,000       6,505,000       0.22   CEO transition costs   40,000       40,000       —       1,096,000       1,096,000       0.04   Net discrete tax expense   —       1,084,000       0.04       —       841,000       0.03   Non-GAAP measures $ 5,118,000     $ (6,747,000 )   $ (0.22 )   $ 17,890,000     $ (17,300,000 )   $ (0.58 )       April 30, 2025   Three months ended   Nine months ended   Operating (Loss)
Income   Net Loss Attributable
to Common Stockholders   Net Loss per Diluted Common Share*   Operating
Loss   Net Loss Attributable
to Common Stockholders   Net Loss per Diluted Common Share* Reconciliation of GAAP to Non-GAAP Earnings:                       GAAP measures, as reported $ (1,532,000 )   $ (14,471,000 )   $ (0.49 )   $ (140,959,000 )   $ (192,689,000 )   $ (6.56 ) Adjustments to reflect redemption value of convertible preferred stock   —       48,405,000       1.65       —       80,656,000       2.74   Change in fair value of warrants and derivatives   —       (49,542,000 )     (1.68 )     —       (15,450,000 )     (0.53 ) 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       2.71   Amortization of intangibles   5,044,000       4,807,000       0.16       16,680,000       15,968,000       0.54   Amortization of stock-based compensation   1,195,000       1,195,000       0.04       2,520,000       2,401,000       0.08   Restructuring costs   4,338,000       4,061,000       0.14       14,222,000       13,582,000       0.46   CEO transition costs   805,000       749,000       0.02       1,072,000       1,041,000       0.04   Proxy solicitation costs   —       —       —       2,682,000       2,523,000       0.09   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   —       (442,000 )     (0.02 )     —       (374,000 )     (0.01 ) Non-GAAP measures $ 9,850,000     $ (5,238,000 )   $ (0.18 )   $ (23,687,000 )   $ (63,439,000 )   $ (2.16 )     Fiscal Year 2025               Operating
Loss   Net Loss Attributable
to Common Stockholders   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/20260615117993/en/ Investor Relations Contact
Maria Ceriello
631-962-7115
Maria.Ceriello @PACK-2523
Jamie.Clegg@comtech.com Longacre Square Partners
comtech@longacresquare.com Original: Comtech Announces Financial Results for Third Quarter of Fiscal 2026

Comtech to Host Third Quarter Fiscal 2026 Earnings Conference Call on June 15, 2026June 12, 2026 8:30 AM
Business Wire June 12, 2026-- Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today announced that it plans to release its third quarter fiscal 2026 operating results before the market opens on Monday, June 15, 2026. At 8:30 a.m. ET that day, Comtech’s leadership team will hold a conference call to discuss the Company’s third quarter fiscal 2026 results, operations and business trends. A real-time webcast of the call will be available to the public at the investor relations section of the Comtech web site at www.comtech.com. Alternatively, investors can access the conference call by dialing (833) 354-6854 (primary) or (785) 838-9343 (alternate) and using the conference I.D. “Comtech.” A replay of the call will also be available by dialing (800) 839-3012 or (402) 220-7232 through Monday, June 29, 2026. About Comtech Comtech Telecommunications Corp. delivers trusted mission-critical communications solutions used by military forces, government agencies, public safety organizations, mobile network operators and communities around the world. With nearly 60 years of global communications technology leadership, Comtech provides secure, resilient systems proven to perform in the world’s most demanding environments. Through advanced satellite and space communications systems and Allerium’s Next Generation 9-1-1 emergency services and location-intelligence platforms, Comtech delivers reliable connectivity across orbit, network and ground to keep essential missions, services and communities connected when it matters most. For more information, please visit comtech.com. Forward-Looking Statements Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results and performance could differ materially from such forward-looking information. The Company’s Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in its entirety by the risks and uncertainties described in such Securities and Exchange Commission filings. View source version on businesswire.com: https://www.businesswire.com/news/home/20260612081887/en/ Investor Relations Contact

Maria Ceriello
631-962-7115
Maria.Ceriello @PACK-2523
Jamie.Clegg@comtech.com Longacre Square Partners
Comtech@LongacreSquare.com Original: Comtech to Host Third Quarter Fiscal 2026 Earnings Conference Call on June 15, 2026

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bodes well in the near term here for $CMTL.

The Sat communication space is heating up.

https://comtech.com/

Nice and cheap here now at $3.50 !


GO $CMTL

Comtech Announces Financial Results for Second Quarter of Fiscal 2026March 16, 2026 4:12 PM
Business Wire
March 16, 2026-- Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today reported financial results for its second quarter ended January 31, 2026.


Ken Traub, Chairman, President and CEO, stated:


“Comtech continued on its positive trajectory of improvement, as we delivered our fourth consecutive quarter of positive operating cash flow and ended the quarter with approximately $50 million of total liquidity. With net bookings of $175 million in the quarter, we have achieved a book-to-bill ratio of 1.64x, increased our backlog to $732 million and maintained our revenue visibility at approximately $1.1 billion. As previously disclosed, we have streamlined our product lines and are more selective in the customer orders we accept. As a result of these deliberate decisions, as well as the temporary impact of the U.S. government shutdown, consolidated net sales decreased from $127 million in the second quarter of fiscal 2025 to $107 million this past quarter. But importantly, we increased gross profit from $34 million to $36 million, increased our gross profit percentage from 27% to 34% and increased Adjusted EBITDA from $2.9 million to $9.1 million. These improvements are due to the initiatives we have implemented to enhance operational efficiency, reduce the cost structure and focus our product development and sales efforts on strategic, higher operating margin products. As a result of our improved performance and stronger financial position, we continue to see increased support and enthusiasm from current and prospective customers, vendors and employees.”


Consolidated Financial Results



Net sales of $106.8 million



Gross profit of 33.9%



Operating loss of $1.2 million and net loss attributable to common shareholders of $20.2 million



Adjusted EBITDA (a Non-GAAP financial measure) of $9.1 million, or 8.6% of net sales



Net bookings of $175.4 million, representing a book-to-bill ratio of 1.64x



Funded backlog of $731.6 million and revenue visibility of approximately $1.1 billion



GAAP cash flows provided by operations of $4.9 million



Total liquidity at quarter end of $49.9 million



Second Quarter Fiscal 2026 Results Commentary


Consolidated

Consolidated net sales were $106.8 million, a decrease of 15.6% compared to $126.6 million reported in the second quarter of fiscal 2025. As anticipated, the decline in net sales in the Satellite and Space Communications (“S&S”) segment primarily reflects the Company’s decision to phase out and eliminate certain low margin and working capital intensive revenues, as well as the impact of the recent U.S. government shutdown. Examples include contracts for services, including the Very Small Aperture Terminal (“VSAT”) Satellite Systems and Services contract and the Global Field Service Representative (“GFSR”) contract, as well as legacy troposcatter related products and services. As part of this repositioning, S&S is pursuing sales of innovative, higher-margin solutions, such as digital common ground modems, network solutions and rapidly deployable multi-path radios (“MPRs”). Allerium reported higher net sales in all three of its product areas compared to the prior year period.


Consolidated gross profit was $36.2 million, or 33.9% of consolidated net sales, an increase from $33.7 million, or 26.7% of consolidated net sales, reported in the second quarter of fiscal 2025. The year-over-year improvement in consolidated gross profit, both in dollars and as a percentage of net sales, reflects overall product mix changes and improved operational and financial performance as a result of the Company’s transformation initiatives to, among other things, enhance operational efficiency, streamline product lines with a focus on strategic, higher operating margin products and reduce cost structures. The improvement in the Company’s quarterly gross profit percentage builds upon the improving quarterly trend achieved throughout fiscal 2025 and the first quarter of fiscal 2026.


Consolidated operating loss was $1.2 million, compared to an operating loss of $10.3 million in the second quarter of fiscal 2025. The improvement from the second quarter of fiscal 2025 is primarily the result of higher gross profit, both in dollars and as a percentage of consolidated net sales, and lower selling, general and administrative expenses, including lower restructuring costs, no proxy solicitation costs and lower amortization of stock-based compensation, offset in part by higher CEO transition costs that included a net benefit from the recovery of certain legal related expenses in the prior year period. Operating loss in the second quarter of fiscal 2026 reflects $5.0 million of amortization of intangibles, $1.6 million of restructuring costs (of which $0.7 million and $0.9 million related to the S&S and Unallocated segments, respectively), $0.4 million of amortization of stock-based compensation and $0.3 million of CEO transition costs. Excluding such items, consolidated operating income for this past quarter would have been $6.2 million, or 5.8% of consolidated net sales.


Consolidated net loss attributable to common stockholders was $20.2 million, compared to a net loss attributable to common stockholders of $22.4 million in the second quarter of fiscal 2025. In addition to those items described above, and as more fully discussed in the Company’s SEC filings, the more recent period included $6.5 million of net dividends related to the Company’s Convertible Preferred Stock, compared to $26.4 million of net deemed contributions in the prior year period.


Consolidated Adjusted EBITDA (a Non-GAAP financial measure) was $9.1 million, compared to $2.9 million in the second quarter of fiscal 2025, representing an increase of 214%. The year-over-year improvement in Adjusted EBITDA reflects the improvement in operating income described above and the Non-GAAP reconciliations described in the appendix.


Consolidated net bookings were $175.4 million, an increase of 120.9% compared to the second quarter of fiscal 2025. Consolidated net bookings include over $107.0 million of incremental funding toward a multi-year contract extension, valued in excess of $130.0 million and awarded to Comtech’s Allerium segment by a domestic Tier 1 mobile network operator. The book-to-bill ratio in the second quarter of fiscal 2026 was 1.64x, compared to 0.63x in the second quarter of fiscal 2025. As part of the Company’s transformation plan, it has refocused and prioritized its product development and sales efforts to eliminate certain low-margin revenue and target higher-margin opportunities in which it has greater differentiation and to optimize cash flow.


Consolidated backlog was $731.6 million as of January 31, 2026, compared to $763.8 million as of January 31, 2025 and $672.1 million as of July 31, 2025. Revenue visibility, measured as the sum of funded backlog and the total unfunded value of certain multi-year contracts, was approximately $1.1 billion at the end of the second quarter.


GAAP cash flows provided by operations were $4.9 million, an improvement from the second quarter of fiscal 2025 cash flows used in operations of $0.2 million. This is Comtech’s fourth consecutive quarter of positive operating cash flows and reflects improved operating income and favorable changes in networking capital requirements, due primarily to improved accountability and process disciplines, as well as the timing of and progress toward completion on contracts accounted for over time, including related shipments, billings and collections.


Operating cash flows in the second quarter of fiscal 2026 include aggregate net cash payments for interest and taxes of $4.9 million, compared to $5.6 million in the second quarter of fiscal 2025. Operating cash flows for the second quarter of fiscal 2026 and 2025 also include $4.2 million and $5.6 million, respectively, in aggregate net cash payments for restructuring costs, including severance, proxy solicitation costs and CEO transition costs.


Satellite and Space Communications (“S&S”) Segment

S&S net sales were $50.6 million, a decrease of 31.3% compared to the second quarter of fiscal 2025. As anticipated, the decline in net sales in the S&S segment primarily reflects the Company’s decision to phase out and eliminate certain low margin and working capital intensive revenues, as well as the impact of the recent U.S. government shutdown. Examples include contracts for services, including its legacy VSAT, GFSR and troposcatter related products and services. As part of this repositioning, S&S is pursuing sales of innovative, higher-margin solutions, such as digital common ground modems, network solutions and rapidly deployable MPRs.


S&S operating income was $2.5 million, compared to operating income of $1.2 million in the second quarter of fiscal 2025. S&S operating income in the second quarter of fiscal 2026 was impacted by $0.7 million of restructuring costs to streamline its operations, compared to $1.4 million in the second quarter of fiscal 2025. The year-over-year improvement in S&S operating income primarily reflects lower selling, general and administrative expenses (due to cost reduction actions), partially offset by lower net sales and gross profit, in dollars, and higher research and development expenses.


S&S Adjusted EBITDA was $5.4 million in the second quarter of fiscal 2026, compared to $4.7 million in the prior year period. Compared to the prior year period, Adjusted EBITDA reflects those factors discussed above.


S&S’ book-to-bill ratio for the second quarter of fiscal 2026 was 0.68x. This ratio compares to 0.64x in the second quarter of fiscal 2025.


Key S&S contract awards during the second quarter of fiscal 2026 included:



over $5.5 million of funded orders from several international government end customers of Comtech’s troposcatter Family of Systems ("FoS"), including its rapidly deployable MPRs and Modular Transportable Transmission Systems ("MTTS");



incremental funding in excess of $4.5 million for ongoing training and support of complex cybersecurity operations for U.S. government customers;



approximately $2.8 million in funded orders for high-frequency band amplifiers for use by a provider of high-speed satellite broadband services and secure networking systems covering military and commercial markets;



over $1.8 million in funded orders from the U.S. Navy for non-recurring engineering services;



approximately $1.2 million in funded orders for Comtech’s software-defined, satellite communications network applications in support of upgrading domestic air traffic control platforms;



in excess of $1.0 million in follow-on orders for high-power amplifiers in support of an electronic warfare and countermeasures space program led by a U.S. government agency; and



over $1.0 million in funded orders for products and services related to electrical, electronic and electro-mechanical (“EEE”) space parts and components in support of an international end customer’s rocket launch initiatives.



In September 2025, as part of the Company’s operational efficiency and cost savings plans, S&S decided to migrate certain production capabilities and operational functions to its manufacturing operations in Chandler, Arizona. This initiative is expected to be substantially completed in fiscal 2026, result in increased manufacturing efficiencies, allow S&S to further optimize its facilities footprint and result in recurring annualized cost savings over time of approximately $3.0 million.


In March 2025, S&S also announced the delivery of its first Digital Common Ground 7000 (“DCG-7000”) high speed, small form factor, software-defined modems to Lite Coms for integration, interoperability and performance testing across diverse government and commercial satellite communications applications and ground terminal configurations. DCG-7000 modems support DVB-S2X, along with other protected waveforms, and incorporates modern cybersecurity design principles, including integrated Transmission Security (“TRANSEC”) for over-the-air transmission.


Allerium Segment

Allerium net sales were $56.2 million, an increase of 6.2% compared to the second quarter of fiscal 2025. Compared to the prior year period, Allerium experienced higher net sales in all three product areas (location-based, NG-911 and call handling solutions). Such increase reflects the continued adoption of Allerium’s solutions by new customers, as well as the migration of more PSAPs onto Allerium’s NG-911 core services, cloud-based platforms and monthly recurring revenue streams.


Allerium operating income was $5.5 million, compared to $3.4 million in the second quarter of fiscal 2025. The year-over-year increase in Allerium’s operating income primarily reflects higher net sales and gross profit (both in dollars and as a percentage of segment net sales) and lower research and development expenses while Allerium evaluates and invests in cloud-based and AI-infused software applications designed to deliver advanced emergency communication platforms to its customers. Such improvement in Allerium’s operating income was offset, in part, by higher selling, general and administrative expenses.


Allerium’s Adjusted EBITDA was $11.3 million, compared to $8.9 million in the second quarter of fiscal 2025. Compared to the prior year period, Adjusted EBITDA reflects those factors discussed above.


Allerium’s book-to-bill ratio in the second quarter of fiscal 2026 was 2.51x, compared to 0.61x in the prior year period.


With strategic wins in the U.S., Canada and Australia, the Company believes its position as a trusted leader in 911, NG-911 and public safety applications positions Allerium increasingly well to deliver similarly sophisticated solutions for other types of emergencies. New emergency requesting devices, such as “wearables,” vehicles, smart speakers and AI capable cameras, and new delivery methods, such as through satellite networks, are expected to drive innovation and growth for Allerium within the public safety market over time.


Key Allerium contract awards during the second quarter of fiscal 2026 included:



over $107.0 million of incremental funding toward a multi-year contract extension, valued in excess of $130.0 million, by Allerium’s largest customer, a leading telecommunications company in the U.S.;



in excess of $10.5 million in multi-year funding toward the deployment of a new NG-911 system in the south central region of the U.S.;



approximately $3.0 million of funding from a domestic Tier 1 mobile network operator for advanced mobile location center software features;



over $2.0 million of incremental funding for certain upgrades to an existing NG-911 customer’s statewide platform;



approximately $2.0 million of funding related to an existing customer’s renewal of backend 911 communication-related services ultimately provided to other telecom providers, VoIP companies and messaging platforms;



in excess of $1.6 million of funding for a new multi-year contract to deploy Allerium’s NG-911 Guardian call handling solutions in a Canadian province;



approximately $1.6 million of incremental funding from a domestic Tier 1 mobile network operator for various ESInet and location-based solutions;



approximately $1.5 million of funding to provide software engineering services to Allerium’s largest customer in support of new features for wireless communication applications; and



in excess of $1.0 million of funding related to an existing customer’s renewal of Allerium’s NG-911 Guardian call handling solution in a Northeastern state.



Litigation Update


As previously disclosed, in March 2024, Comtech terminated Ken Peterman, its President and CEO at the time, for Cause. Also, as previously disclosed, Mr. Peterman filed a claim against the Company with the American Arbitration Association (“AAA”) claiming he was owed direct contractual damages in excess of $6 million and consequential damages in excess of $35 million. Comtech has defended itself and filed counterclaims against Mr. Peterman seeking damages for breach of fiduciary duty, malicious prosecution, abuse of process, breach of contract and defamation. In January 2026, Mr. Peterman's counsel wrote to the AAA with two motions, (i) voluntarily withdrawing Mr. Peterman's claims against Comtech, and (ii) seeking dismissal of Comtech's counterclaims against Mr. Peterman. In January 2026, the AAA granted Mr. Peterman’s motion to withdraw all of his claims against Comtech in the arbitration, but rejected Mr. Peterman's motion for dismissal of Comtech's counterclaims. Comtech’s counterclaims are still pending against Mr. Peterman.


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. Such amendments, combined with the Company’s significantly improved operational and financial performance, led to Comtech’s enhanced financial flexibility and removal of its going concern disclosures in its fiscal 2025 Form 10-K filed in November 2025.


At January 31, 2026 and March 13, 2026:



Total outstanding borrowings under Comtech’s Credit Facility was $124.7 million; of such amount, $7.6 million was drawn on the Revolver Loan (reflecting repayments of $5.0 million on each of December 1, 2025 and January 8, 2026);



Total outstanding borrowings under Comtech’s Subordinated Credit Facility were $102.8 million and $103.4 million, respectively, including interest paid-in-kind or accrued on the $35.0 million subordinated priority term loan; such amounts do not include the $32.5 million Make-Whole Amount associated with the $65.0 million portion of the Subordinated Credit Facility (pursuant to the terms of the Subordinated Credit Facility, as of both January 31, 2026 and March 13, 2026, the Make-Whole Amount percentage for each tranche within the $65.0 million of principal is 50.0%);



The liquidation preference of the Company’s outstanding convertible preferred stock was $213.4 million and $215.7 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



The Company’s available sources of liquidity totaled $49.9 million and $38.0 million, respectively, which includes qualified cash and cash equivalents of $30.2 million and $18.4 million, respectively, and the remaining available portion of the Revolver Loan of $19.6 million as of each date.



Conference Call and Webcast Information


Comtech will host a conference call with investors and analysts on Monday, March 16, 2026, 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) 225-9448 (primary) or (203) 518-9708 (alternate) and using the conference I.D. of “Comtech.” A replay will be available through Monday, March 30, 2026, by dialing (800) 839-1198 or (402) 220-0458.


About Comtech


Comtech Telecommunications Corp. delivers trusted mission-critical communications solutions used by military forces, government agencies, public safety organizations, mobile network operators and communities around the world. With nearly 60 years of global communications technology leadership, Comtech provides secure, resilient systems proven to perform in the world’s most demanding environments. Through advanced satellite and space communications systems and Allerium’s Next Generation 9-1-1 emergency services and location-intelligence platforms, Comtech delivers reliable connectivity across orbit, network and ground to keep essential missions, services and communities connected when it matters most. 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), “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) and “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A) sections of its Annual Report on Form 10-K, filed with the SEC on November 10, 2025, as the same may be updated from time to time in the Company's various filings with the SEC. 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)






 






(Unaudited)








 






 






Three months ended January 31,






 






Six months ended January 31,








 






 






2026






 






2025






 






2026






 






2025








Net sales






 






$






106,761,000






 






 







126,574,000






 






 






$






217,793,000






 






 







242,374,000






 








Cost of sales






 






 






70,538,000






 






 






 






92,834,000






 






 






 






144,804,000






 






 






 






194,118,000






 








Gross profit






 






 






36,223,000






 






 






 






33,740,000






 






 






 






72,989,000






 






 






 






48,256,000






 








 






 






 






 






 






 






 






 






 








Expenses:






 






 






 






 






 






 






 






 








Selling, general and administrative






 






 






27,681,000






 






 






 






33,832,000






 






 






 






57,619,000






 






 






 






85,476,000






 








Research and development






 






 






4,430,000






 






 






 






4,354,000






 






 






 






8,220,000






 






 






 






8,067,000






 








Amortization of intangibles






 






 






5,043,000






 






 






 






5,043,000






 






 






 






10,087,000






 






 






 






11,636,000






 








CEO transition costs






 






 






305,000






 






 






 






(331,000






)






 






 






1,056,000






 






 






 






267,000






 








Proxy solicitation costs






 






 






—






 






 






 






1,099,000






 






 






 






—






 






 






 






2,682,000






 








Impairment of long-lived assets, including goodwill






 






 






—






 






 






 






—






 






 






 






—






 






 






 






79,555,000






 








 






 






 






37,459,000






 






 






 






43,997,000






 






 






 






76,982,000






 






 






 






187,683,000






 








 






 






 






 






 






 






 






 






 








Operating loss






 






 






(1,236,000






)






 






 






(10,257,000






)






 






 






(3,993,000






)






 






 






(139,427,000






)








 






 






 






 






 






 






 






 






 








Other expenses (income):






 






 






 






 






 






 






 






 








Interest expense






 






 






11,224,000






 






 






 






11,008,000






 






 






 






22,777,000






 






 






 






20,540,000






 








Interest (income) and other






 






 






(208,000






)






 






 






(126,000






)






 






 






(431,000






)






 






 






509,000






 








Change in fair value of warrants and derivatives






 






 






1,366,000






 






 






 






28,568,000






 






 






 






2,716,000






 






 






 






34,092,000






 








Write-off of deferred financing costs and debt discounts






 






 






—






 






 






 






—






 






 






 






—






 






 






 






1,412,000






 








 






 






 






 






 






 






 






 






 








Loss before provision for (benefit from) income taxes






 






 






(13,618,000






)






 






 






(49,707,000






)






 






 






(29,055,000






)






 






 






(195,980,000






)








Provision for (benefit from) income taxes






 






 






17,000






 






 






 






(968,000






)






 






 






459,000






 






 






 






1,166,000






 








 






 






 






 






 






 






 






 






 








Net loss






 






$






(13,635,000






)






 






 






(48,739,000






)






 






$






(29,514,000






)






 






 






(197,146,000






)








 






 






 






 






 






 






 






 






 








Gain on extinguishment of convertible preferred stock






 






 






—






 






 






 






—






 






 






 






—






 






 






 






51,179,000






 








 






 






 






 






 






 






 






 






 








Adjustments to reflect redemption value of convertible preferred stock:






 






 






 






 






 






 






 






 








(Dividends) deemed contributions on convertible preferred stock, net






 






 






(6,525,000






)






 






 






26,383,000






 






 






 






(10,428,000






)






 






 






(32,251,000






)








Net loss attributable to common stockholders






 






$






(20,160,000






)






 






 






(22,356,000






)






 






$






(39,942,000






)






 






 






(178,218,000






)








 






 






 






 






 






 






 






 






 








Net loss per common share:






 






 






 






 






 






 






 






 








Basic






 






$






(0.68






)






 






 






(0.76






)






 






$






(1.34






)






 






 






(6.06






)








Diluted






 






$






(0.68






)






 






 






(0.76






)






 






$






(1.34






)






 






 






(6.06






)








 






 






 






 






 






 






 






 






 








Weighted average number of common shares outstanding – basic






 






 






29,824,000






 






 






 






29,339,000






 






 






 






29,721,000






 






 






 






29,393,000






 








 






 






 






 






 






 






 






 






 








Weighted average number of common and common equivalent shares outstanding – diluted






 






 






29,824,000






 






 






 






29,339,000






 






 






 






29,721,000






 






 






 






29,393,000






 








 






 






 






 






 






 






 






 






 









COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES








Condensed Consolidated Balance Sheets








(Unaudited)







 



 






January 31, 2026






 






July 31, 2025








Assets






 






 






 








Current assets:






 






 






 








Cash and cash equivalents






$






32,826,000






 






 






40,019,000






 








Accounts receivable, net






 






127,871,000






 






 






144,837,000






 








Inventories, net






 






66,005,000






 






 






68,955,000






 








Prepaid expenses and other current assets






 






14,923,000






 






 






16,375,000






 








Total current assets






 






241,625,000






 






 






270,186,000






 








Property, plant and equipment, net






 






44,905,000






 






 






43,410,000






 








Operating lease right-of-use assets, net






 






31,577,000






 






 






30,812,000






 








Goodwill






 






204,625,000






 






 






204,625,000






 








Intangibles with finite lives, net






 






163,018,000






 






 






173,105,000






 








Deferred financing costs, net






 






1,590,000






 






 






1,907,000






 








Other assets, net






 






16,489,000






 






 






16,790,000






 








Total assets






$






703,829,000






 






 






740,835,000






 








Liabilities, Convertible Preferred Stock and Stockholders’ Equity






 






 






 








Current liabilities:






 






 






 








Accounts payable






$






24,061,000






 






 






25,965,000






 








Accrued expenses and other current liabilities






 






50,701,000






 






 






58,423,000






 








Current portion of credit facility






 






4,050,000






 






 






4,050,000






 








Operating lease liabilities, current






 






6,282,000






 






 






7,250,000






 








Contract liabilities






 






58,142,000






 






 






62,546,000






 








Interest payable






 






47,000






 






 






15,000






 








Total current liabilities






 






143,283,000






 






 






158,249,000






 








Non-current portion of credit facility, net






 






107,665,000






 






 






114,414,000






 








Non-current portion of subordinated credit facility, net






 






103,466,000






 






 






95,588,000






 








Operating lease liabilities, non-current






 






31,162,000






 






 






29,376,000






 








Income taxes payable, non-current






 






1,842,000






 






 






1,818,000






 








Deferred tax liability, net






 






4,034,000






 






 






4,619,000






 








Long-term contract liabilities






 






19,040,000






 






 






21,005,000






 








Warrant and derivative liabilities






 






23,017,000






 






 






17,849,000






 








Other liabilities






 






4,741,000






 






 






3,950,000






 








Total liabilities






 






438,250,000






 






 






446,868,000






 








Commitments and contingencies






 






 






 








Convertible preferred stock, par value $0.10 per share; authorized and issued 178,181 shares at January 31, 2026 (redemption value of $213,443,000 which includes accrued dividends of $1,589,000) and authorized and issued 178,181 shares at July 31, 2025 (redemption value of $204,153,000, which includes accrued dividends of $1,520,000)






 






199,973,000






 






 






189,545,000






 








Stockholders’ equity:






 






 






 








Preferred stock, par value $0.10 per share; authorized and unissued 1,821,819 shares at both January 31, 2026 and July 31, 2025, respectively






 






—






 






 






—






 








Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 44,708,747 and 44,443,626 shares at January 31, 2026 and July 31, 2025, respectively






 






4,471,000






 






 






4,444,000






 








Additional paid-in capital






 






539,393,000






 






 






548,722,000






 








Retained deficit






 






(36,409,000






)






 






(6,895,000






)








 






 






507,455,000






 






 






546,271,000






 








Less:






 






 






 








Treasury stock, at cost (15,033,317 shares at January 31, 2026 and July 31, 2025)






 






(441,849,000






)






 






(441,849,000






)








Total stockholders’ equity






 






65,606,000






 






 






104,422,000






 








Total liabilities, convertible preferred stock and stockholders’ equity






$






703,829,000






 






 






740,835,000






 









COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES








Condensed Consolidated Statements of Cash Flows







 



 






 






(Unaudited)






 






(Unaudited)








 






 






Three months ended January 31,






 






Six months ended January 31,








 






 






2026






 






2025






 






2026






 






2025








Cash flows from operating activities:






 






 






 






 






 






 






 






 








Net loss






 






$






(13,635,000






)






 






(48,739,000






)






 






$






(29,514,000






)






 






(197,146,000






)








Adjustments to reconcile net loss to net cash used in operating activities:






 






 






 






 






 






 






 






 








Depreciation and amortization of property, plant and equipment






 






 






2,965,000






 






 






2,779,000






 






 






 






5,965,000






 






 






5,674,000






 








Amortization of intangible assets






 






 






5,043,000






 






 






5,043,000






 






 






 






10,087,000






 






 






11,636,000






 








Amortization of stock-based compensation






 






 






412,000






 






 






1,170,000






 






 






 






1,539,000






 






 






1,325,000






 








Amortization of cost to fulfill assets






 






 






—






 






 






—






 






 






 






—






 






 






261,000






 








Paid-in-kind interest under term loan






 






 






—






 






 






3,446,000






 






 






 






—






 






 






5,528,000






 








Amortization of deferred financing costs, debt discount and accreted interest related to subordinated credit facility






 






 






5,204,000






 






 






1,315,000






 






 






 






10,396,000






 






 






1,563,000






 








Amortization of deferred financing costs and debt discount related to credit facility






 






 






1,347,000






 






 






1,184,000






 






 






 






2,718,000






 






 






2,157,000






 








Write-off of deferred financing costs and debt discounts






 






 






—






 






 






—






 






 






 






—






 






 






1,412,000






 








Change in fair value of warrants and derivatives






 






 






1,366,000






 






 






28,568,000






 






 






 






2,716,000






 






 






34,092,000






 








Loss on disposal of property plant and equipment






 






 






—






 






 






299,000






 






 






 






—






 






 






299,000






 








(Benefit from) provision for allowance for doubtful accounts and contract assets






 






 






(87,000






)






 






418,000






 






 






 






(542,000






)






 






17,861,000






 








Provision for excess and obsolete inventory






 






 






858,000






 






 






988,000






 






 






 






995,000






 






 






13,534,000






 








Deferred income tax benefit






 






 






(254,000






)






 






(327,000






)






 






 






(586,000






)






 






(493,000






)








Impairment of long-lived assets, including goodwill






 






 






—






 






 






—






 






 






 






—






 






 






79,555,000






 








Changes in assets and liabilities, net of effects of divestitures:






 






 






 






 






 






 






 






 








Accounts receivable






 






 






12,491,000






 






 






13,249,000






 






 






 






17,508,000






 






 






10,537,000






 








Inventories






 






 






982,000






 






 






(585,000






)






 






 






1,955,000






 






 






(1,799,000






)








Prepaid expenses and other current assets






 






 






(23,000






)






 






1,150,000






 






 






 






925,000






 






 






155,000






 








Other assets






 






 






277,000






 






 






(156,000






)






 






 






286,000






 






 






(1,252,000






)








Accounts payable






 






 






(2,521,000






)






 






(324,000






)






 






 






(3,064,000






)






 






1,386,000






 








Accrued expenses and other current liabilities






 






 






(7,758,000






)






 






(3,427,000






)






 






 






(3,449,000






)






 






(8,314,000






)








Contract liabilities






 






 






(2,460,000






)






 






(5,218,000






)






 






 






(6,369,000






)






 






(1,000,000






)








Other liabilities, non-current






 






 






711,000






 






 






80,000






 






 






 






796,000






 






 






185,000






 








Interest payable






 






 






47,000






 






 






90,000






 






 






 






32,000






 






 






(431,000






)








Income taxes payable






 






 






(95,000






)






 






(1,237,000






)






 






 






552,000






 






 






1,235,000






 








Net cash provided by (used in) operating activities






 






 






4,870,000






 






 






(234,000






)






 






 






12,946,000






 






 






(22,040,000






)








Cash flows from investing activities:






 






 






 






 






 






 






 






 








Purchases of property, plant and equipment






 






 






(4,428,000






)






 






(1,653,000






)






 






 






(7,684,000






)






 






(4,068,000






)








Net cash used in investing activities






 






 






(4,428,000






)






 






(1,653,000






)






 






 






(7,684,000






)






 






(4,068,000






)








Cash flows from financing activities:






 






 






 






 






 






 






 






 








Proceeds from subordinated credit facility






 






 






—






 






 






—






 






 






 






—






 






 






25,000,000






 








Payments under revolving loan






 






 






(10,000,000






)






 






—






 






 






 






(10,000,000






)






 






—






 








Repayment of term loan






 






 






(1,012,000






)






 






—






 






 






 






(2,025,000






)






 






—






 








Proceeds from issuance of employee stock purchase plan shares






 






 






24,000






 






 






45,000






 






 






 






46,000






 






 






83,000






 








Payment of deferred financing costs






 






 






—






 






 






(401,000






)






 






 






—






 






 






(3,158,000






)








Remittance of employees’ statutory tax withholding for stock awards






 






 






(259,000






)






 






(515,000






)






 






 






(448,000






)






 






(1,181,000






)








Payment of shelf registration costs






 






 






—






 






 






(76,000






)






 






 






—






 






 






(170,000






)








Cash dividends paid on common stock






 






 






(4,000






)






 






(118,000






)






 






 






(28,000






)






 






(157,000






)








Payment of convertible preferred stock issuance costs






 






 






—






 






 






(26,000






)






 






 






—






 






 






(76,000






)








Net cash (used in) provided by financing activities






 






 






(11,251,000






)






 






(1,091,000






)






 






 






(12,455,000






)






 






20,341,000






 








Net decrease in cash and cash equivalents






 






 






(10,809,000






)






 






(2,978,000






)






 






 






(7,193,000






)






 






(5,767,000






)








Cash and cash equivalents at beginning of period






 






 






43,635,000






 






 






29,644,000






 






 






 






40,019,000






 






 






32,433,000






 








Cash and cash equivalents at end of period






 






$






32,826,000






 






 






26,666,000






 






 






$






32,826,000






 






 






26,666,000






 








 






 






 






 






 






 






 






 






 







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 January 31,






 






Six months ended January 31,






 






Fiscal Year








 






2026






 






2025






 






2026






 






2025






 






2025








Reconciliation of GAAP Operating loss to Adjusted EBITDA:






 






 






 






 






 






 






 






 






 








Operating loss






$






(1,236,000






)






 






$






(10,257,000






)






 






$






(3,993,000






)






 






$






(139,427,000






)






 






$






(139,098,000






)








Amortization of intangibles






 






5,043,000






 






 






 






5,043,000






 






 






 






10,087,000






 






 






 






11,636,000






 






 






 






21,723,000






 








Amortization of stock-based compensation






 






412,000






 






 






 






1,170,000






 






 






 






1,539,000






 






 






 






1,325,000






 






 






 






3,120,000






 








Impairment of long-lived assets, including goodwill






 






—






 






 






 






—






 






 






 






—






 






 






 






79,555,000






 






 






 






79,555,000






 








Amortization of cost to fulfill assets






 






—






 






 






 






—






 






 






 






—






 






 






 






261,000






 






 






 






261,000






 








Depreciation






 






2,965,000






 






 






 






2,779,000






 






 






 






5,965,000






 






 






 






5,674,000






 






 






 






11,798,000






 








Restructuring costs






 






1,642,000






 






 






 






3,400,000






 






 






 






4,083,000






 






 






 






9,884,000






 






 






 






15,585,000






 








CEO transition costs






 






305,000






 






 






 






(331,000






)






 






 






1,056,000






 






 






 






267,000






 






 






 






2,117,000






 








Proxy solicitation costs






 






—






 






 






 






1,099,000






 






 






 






—






 






 






 






2,682,000






 






 






 






2,682,000






 








Strategic emerging technology costs






 






—






 






 






 






—






 






 






 






—






 






 






 






280,000






 






 






 






280,000






 








Adjusted EBITDA






$






9,131,000






 






 






$






2,903,000






 






 






$






18,737,000






 






 






$






(27,863,000






)






 






$






(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.




 






January 31, 2026








 






Three months ended






 






Six months ended








 






Operating

(Loss)

Income






 






Net Loss

Attributable

to Common

Stockholders






 






Net Loss

per

Diluted

Common

Share*






 






Operating

(Loss)

Income






 






Net Loss

Attributable

to Common

Stockholders






 






Net Loss

per

Diluted

Common

Share*








Reconciliation of GAAP to Non-GAAP Earnings:






 






 






 






 






 






 






 






 






 






 






 








GAAP measures, as reported






$






(1,236,000






)






 






$






(20,160,000






)






 






$






(0.68






)






 






$






(3,993,000






)






 






$






(39,942,000






)






 






$






(1.34






)








Adjustments to reflect redemption value of




convertible preferred stock






 






—






 






 






 






6,525,000






 






 






 






0.22






 






 






 






—






 






 






 






10,428,000






 






 






 






0.35






 








Change in fair value of convertible preferred stock purchase option liability






 






—






 






 






 






1,366,000






 






 






 






0.05






 






 






 






—






 






 






 






2,716,000






 






 






 






0.09






 








Amortization of intangibles






 






5,043,000






 






 






 






4,806,000






 






 






 






0.16






 






 






 






10,087,000






 






 






 






9,612,000






 






 






 






0.32






 








Amortization of stock-based compensation






 






412,000






 






 






 






412,000






 






 






 






0.01






 






 






 






1,539,000






 






 






 






1,539,000






 






 






 






0.05






 








Restructuring costs






 






1,642,000






 






 






 






1,642,000






 






 






 






0.06






 






 






 






4,083,000






 






 






 






4,083,000






 






 






 






0.14






 








CEO transition costs






 






305,000






 






 






 






305,000






 






 






 






0.01






 






 






 






1,056,000






 






 






 






1,056,000






 






 






 






0.04






 








Net discrete tax expense






 






—






 






 






 






(287,000






)






 






 






(0.01






)






 






 






—






 






 






 






(243,000






)






 






 






(0.01






)








Non-GAAP measures






$






6,166,000






 






 






$






(5,391,000






)






 






$






(0.18






)






 






$






12,772,000






 






 






$






(10,751,000






)






 






$






(0.36






)








 






 






 






 






 






 






 






 






 






 






 






 








 






 






 






 






 






 






 






 






 






 






 






 








 






January 31, 2025








 






Three months ended






 






Six months ended








 






Operating

(Loss)

Income






 






Net Loss

Attributable

to Common

Stockholders






 






Net Loss

per

Diluted

Common

Share*






 






Operating

Loss






 






Net Loss

Attributable

to Common

Stockholders






 






Net Loss

per

Diluted

Common

Share*








Reconciliation of GAAP to Non-GAAP Earnings:






 






 






 






 






 






 






 






 






 






 






 








GAAP measures, as reported






$






(10,257,000






)






 






$






(22,356,000






)






 






$






(0.76






)






 






$






(139,427,000






)






 






$






(178,218,000






)






 






$






(6.06






)








Adjustments to reflect redemption value of




convertible preferred stock






 






—






 






 






 






(26,383,000






)






 






 






(0.90






)






 






 






—






 






 






 






32,251,000






 






 






 






1.10






 








Change in fair value of convertible preferred stock purchase option liability







—






 






 







28,568,000






 






 







0.98






 






 







—






 






 







34,092,000






 






 







1.16






 








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






 






 






 






2.71






 








Amortization of intangibles






 






5,043,000






 






 






 






4,806,000






 






 






 






0.16






 






 






 






11,636,000






 






 






 






11,161,000






 






 






 






0.38






 








Restructuring costs






 






3,400,000






 






 






 






3,222,000






 






 






 






0.11






 






 






 






9,884,000






 






 






 






9,458,000






 






 






 






0.31






 








Amortization of stock-based compensation






 






1,170,000






 






 






 






1,076,000






 






 






 






0.04






 






 






 






1,325,000






 






 






 






1,206,000






 






 






 






0.04






 








CEO transition costs






 






(331,000






)






 






 






(308,000






)






 






 






(0.01






)






 






 






267,000






 






 






 






259,000






 






 






 






0.01






 








Proxy solicitation costs






 






1,099,000






 






 






 






1,022,000






 






 






 






0.03






 






 






 






2,682,000






 






 






 






2,523,000






 






 






 






0.09






 








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 expense






 






—






 






 






 






72,000






 






 






 






—






 






 






 






—






 






 






 






102,000






 






 






 






—






 








Non-GAAP measures






$






124,000






 






 






$






(10,281,000






)






 






$






(0.35






)






 






$






(33,537,000






)






 






$






(58,263,000






)






 






$






(1.98






)








 






 






 






 






 






 






 






 






 






 






 






 








 






 






 






 






 






 






 






 






 






 






 






 








 






Fiscal Year 2025






 






 






 






 






 






 








 






Operating

Loss






 






Net Loss

Attributable

to Common

Stockholders






 






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/20260316411605/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


Original: Comtech Announces Financial Results for Second Quarter of Fiscal 2026