Comtech Telecommunications Corp.

Corp's conference call for the first quarter of fiscal 2025. As a reminder, this conference is being recorded. I would now like to turn the conference over to Ms. Maria Ciriello of ComTech. Please go ahead, Maria.

Thank you, Operator, and thanks, everyone, for joining us today. I'm here with Ken Traub, ComTech's Chairman, President, and CEO, Mike Bondi, CFO, Daniel Gazinski, President of the Satellite and Space Communications business, and Jeff Robertson, President of the Terrestrial and Wireless Networks business. Before we get started, please note we have a detailed discussion of the quarter in the press release we issued this morning, which is available on our website. Certain information presented in this call will include, but not be limited to, information relating to the future performance and financial condition of the company, the company's plans, objectives, and business outlook, and the plans, objectives, and business outlook of the company's management. The company's assumptions regarding such performance, business outlook, and plans are forward-looking in nature and always involve significant risks and uncertainties. Actual results could differ materially from such forward-looking information. Any forward-looking statements are qualified in their entirety by questionary statements contained in the company's SEC filings. With that, I will turn it over to Ken. Ken?

Thank you, Maria, and good morning, everyone. I appreciate your taking the time to join us today. Let me introduce myself. I'm Ken Traub, the new Chairman, President, and CEO of ComTech. I joined the ComTech Board of Directors on October 31st of this year. became executive chairman on November 27th, became the president and CEO today. Before I begin my remarks, I would like to express my appreciation to John Radican. John's last day at ComTech was today. He's a true gentleman and professional. At this critical juncture, John and I and the rest of the board of directors reached an amicable and consensual understanding that it was best for John to step aside so that I can take over as president and CEO. He has been supportive and has done so with grace and dignity, which has helped to facilitate a smooth transition. We are grateful and wish him the best in all of his future endeavors. I would also like to express my appreciation to Judy Chambers and Yaakov Shamash, who have both been valued members of the Board of Directors and whose last day is today, as of the annual shareholder meeting. We also welcome Michael Hildebrandt, who joined the board on November 18th and is already a valuable contributor to the board and the company. I will now provide you with some highlights on my personal background, which will enable me to share my high-level perspectives on leadership, particularly in turnarounds, and then I will apply that to my observations and plans for content. I have devoted most of my professional career to business transformations and turnarounds. This is not easy work, but I find it very rewarding to help companies navigate through challenges and capitalize on opportunities to achieve optimal outcomes for all stakeholders. I've taken a proactive role in business transformations of numerous companies as chairman, CEO, independent director, and active investor. Harvard Business School wrote a case study about a company that I turned around earlier in my career as CEO. I enjoy teaching that case study to both MBA students and experienced corporate executives, as it has compelling lessons on crisis management, turnarounds, and leadership in general. Let me explain these lessons and how they apply to our plans for ComTech. The Harvard Business School case study was entitled Ken Trout at American Banknote Holographics, which I will refer to as AB&H. It is somewhat unusual for Harvard to entitle a case study about an individual rather than a company or an industry. They did that because, as a newly hired executive, I stepped into an extraordinary circumstance and crisis, one that was far more extreme than the challenges facing ComTech. On my very first day of work at AB&H, I discovered irregularities in the company's financial statements that were previously filed with the SEC. reported my findings to the board of directors and auditors. This led to a crisis at AB&H, including criminal indictments of the CEO and other members of its senior management, an SEC investigation, extensive litigation, the auditors retracting all prior audits, the faults on AB&H's bank debt, a liquidity squeeze, loss of major customers, vendors, cutting off supply, turmoil on the board, senior management, and workforce. I was quickly elevated. to AB&H's CEO in the midst of this crisis. Most people thought this company could not survive, but fortunately, we resolved all of the problems that we inherited, executed a successful turnaround, and grew the business. Ultimately, AB&H was sold with a return exceeding 1,000% for shareholders. Let me reiterate, the crisis I faced at AB&H was far more extreme than any of the challenges facing ComTech. To be clear, the problems at AB&H were precipitated by a fraud. This is not the case at ComTech. Nevertheless, I think the case study and the lessons learned provide a useful framework. The core question in this case study is, how was Ken able to save the company and generate a great return for shareholders despite the walls closing in from every direction? The leadership lessons Harvard and other business schools teach MBA students as well as seasoned corporate executives with this case study are lessons I apply in everything I do. And they will certainly apply at ComTech. So what are those lessons? Number one, trust is the single most important ingredient for success in business. The prior management of AB&H abused the trust of all of its key stakeholders. And understandably, those stakeholders did not want to continue to do business with, invest in, or work for a company that had become known for fraud. The key to saving AB&H was to earn the trust of all of its stakeholders. Most importantly, demonstrating consistently that acting with transparency and integrity is fundamental to everything we do. Second lesson, focus on priorities. With so many existential problems threatening the viability of a company like AB&H, it is easy to get lost in the fog. Strong, disciplined leadership is key to align the organization on the most important priorities. When leaders are clear on the priorities, it enables everyone from the shop floor to the C-suite to be more focused, less stressed, and more effective. Third lesson. Culture drives performance. Let me give an example. When I was a kid, I was a big fan of the 1969 and 1973 New York Mets. At that time, Tug McGraw coined a phrase that got them through the tough times and ultimately the championships, and that was, you gotta believe. I applied that philosophy at AB&H to get us through the crisis and in every leadership position I've ever had. The key is aligning every person in the company around a shared culture that drives everyone in the same direction and toward a common and positive goal. It is fundamental to leadership in general and critically important in navigating a turnaround. You've got to believe. I will now share my observations of ComTech's current situation and how the leadership lessons that I just described apply to what you should expect from ComTech going forward. Number one, It's about earning trust. My first priority is to earn the trust and confidence of all of ComTech's key stakeholders, including shareholders, lenders, customers, suppliers, employees, and the communities in which we operate. To be frank, we are starting with a trust deficit in light of the company's poor track record of financial and operational performance, missed expectations, and lack of accountability. I don't expect to earn your trust by just acknowledging these issues and saying, I want you to trust me now. We need to prove it with actions that the ComTech of today and tomorrow will be different from the ComTech of yesterday. ComTech is committed to transparency, frankness, and accountability as we execute on a thoughtful plan to address longstanding challenges capitalize on significant value creation opportunities within our portfolio of businesses, and strengthen relationships with all key stakeholders to support our mission of building sustainable value. Second, it's about focusing on our priorities. Earning your trust will be supported by being clear on our corporate priorities and operational objectives and executing on them. To summarize, In terms of priorities, first, we will be focused on cash management. We are fortunate that the company has available liquidity to fund our operations with approximately $30 million in the bank as of both October 31, 2024, and January 10, 2025. We are also confident that we are positioned to generate positive cash flow over the coming months, in part by improved working capital management, including collection of accounts receivables. This will be supplemented with additional actions I will be discussing to improve cash flow from operations and generate cash through asset sales. Maximizing cash in the short term is a high priority to enable us to invest in what's working, eliminate what is not working, strengthen the business for the long term, and reduce leverage with a mutually beneficial pay down of debt. Our next priority is supporting and growing our successful business units. The entire terrestrial and wireless network segment and some components of the satellite and space communication segment are performing well now, and they have significant opportunities for further growth in revenue and margins. We have the benefit of differentiated product offerings and strong customer relationships that we intend to nurture. The terrestrial and wireless business has a bright future and is poised for growth. due to the need for nontraditional methods to request emergency help for new devices, as well as new safety initiatives in our public safety technologies business. The growth of our carrier business was supported by our latest cloud-agnostic 5G passive and emergency location messaging and alerting services. In the satellite and space business, we are strong in designing, manufacturing, and supporting sophisticated communications equipment, for both our defense and commercial users that rely on us to provide mission-critical communications infrastructure. We will be prudently investing in and supporting our successful businesses and capitalizing on opportunities to expand these businesses and monetize their value when appropriate. Next, we will be fixing or selling underperforming businesses. While some aspects of the satellite and space business perform very well and have significant future potential, other components of this segment have performed poorly. There are several reasons for this, which include historical acquisitions that were not integrated successfully, poor product and market fits, misaligned incentives in which salespeople were incentivized to bring in low-margin business that did not fit well with the company's core competencies, and an excessive cost structure which has been misaligned with the realistic revenue expectations. We have action plans that are now underway to streamline the satellite and space business and improve processes and accountability which will help To strengthen the operations we retain while other operations within this segment, we will divest. Our next priority, we will undertake a comprehensive review of strategic alternatives. ComTech previously announced the process to review strategic alternatives for just the terrestrial and wireless network segment. We will be broadening this effort and we'll be conducting a comprehensive review of all strategic alternatives. Our intention is for this process to provide us with more optionality as we consider potential partners, investors, and or acquirers for operations within our satellite and space business in addition to our terrestrial and wireless business. We also see this process as part of a comprehensive initiative to improve the company's capitalization, reduce leverage, and create improved operational and financial flexibility to build sustainable value. Our next priority, we are committed to improving our relationships with our lenders and preferred stockholders and strengthening the capital structure. Comtech entered into a new credit facility in June 2024. In September 2024, the company notified its lenders that it had breached certain financial covenants for the quarter ended July 31st, 2024. These breaches were cured by a new investment of subordinated debt by the company's existing preferred stockholders in October, which resulted in a covenant holiday under the credit facility through January 31, 2025. We currently believe the company will breach covenants again when quarterly testing resumes. Fortunately, we believe we have developed a healthy and constructive relationship with our lenders and preferred stockholders, and we are working cooperatively to gain their support for an improved capital structure and increase financial flexibility going forward. All of the actions and initiatives we are describing today are consistent with the objective of building on the supportive and cooperative relationship with our lenders and preferred stockholders, improving the capital structure and creating the environment for long-term success for ComTech. And finally, culture. The ComTech organization has been through a lot of turmoil and disappointment. I am the fifth CEO to leave this organization in just a few years. It is human nature to worry in times of change and frustration. I really do get it. But starting now, we are going to instill in this organization a new constructive attitude and a new culture of commitment and accountability. Yes, we do recognize and accept this company has challenges. We'll be transparent and we'll tackle them head on. We also take pride in not only overcoming the challenges, but embarking on a journey to build a healthier and more successful future for ComTech. This journey starts with earning the trust and confidence of each of our key stakeholders, clearly defining our priorities and executing with confidence and determination on each priority, As I have summarized here today, ComTech is fortunate to have a strong talent in key positions throughout this company, some of whom you will be hearing from today and many others who are working behind the scenes to help us execute on these priorities. We are already building a culture where the entire organization shares a commitment to the ideals I've described and a positive vision for the success of ComTech. I am proud to lead the ComTech organization, and I hope that every employee, partner, and stakeholder shares in my enthusiasm in embarking on a journey for a successful future for ComTech. I will now turn the call over to Mike Bondi, who will provide an overview of the first quarter financial results and the company's financial position. You will then hear from Daniel Gazzinzi and Jeff Robertson about our business segments. I'll wrap things up, and we will then open the call for questions before we head to our annual shareholder meeting shortly after this call. Mike?

Thanks, Ken. Before getting into the detailed results, I first want to summarize this past quarter for you. We posted a significant gap operating loss of $129.2 million, which was driven primarily by several large non-cash charges and write-downs that impacted our P&L, which I will explain shortly. The terrestrial and wireless segment continues to perform well, but we continue to face challenges within our satellite and space segment. While we are all disappointed with these results, we are optimistic that the new leadership Ken is providing and the initiatives he described will better position ComTech for the future. Now let's turn to the key metrics for this past quarter. Consolidated net sales were $115.8 million compared to $151.9 million in Q1 of fiscal 2024. This reflects lower net sales in our satellite and space segment offset in part by higher net sales in our terrestrial and wireless segment. Our consolidated book-to-bill ratio, a measure defined as bookings divided by net sales for the three months ended October 31st, 2024, was 1.1. Net sales in our satellite and space segment during fiscal Q1 reflect lower net sales of our troposcatter and SATCOM solutions, high-power solid-state amplifiers, related to the PST divestiture completed in November of 2023, and satellite ground infrastructure solutions, including steerable antennas related to the CGC disposition initiated in Q4 of fiscal 2024. To put a finer point on it, last year within our troposcatter product line, our next-gen troposcatter contracts with the U.S. Marine Corps and U.S. Army were in full swing with respect to procurement and manufacturing. Today, as Daniel will touch on, these contracts have significantly progressed, allowing us to begin invoicing and collecting on the unbilled receivables that we had built up in fiscal 2024. Collectively, these two programs accounted for approximately $8 million of the quarter-over-quarter reduction in net sales. As for the remaining portion of the reduction in net sales for the satellite and space segment, the PST and CGC divestitures in fiscal 24 accounted for roughly $9 million of the decrease. During the more recent quarter, we lowered cumulative revenue related to certain development projects in our satellite ground infrastructure product line that experienced cost growth during the period. And during Q1 of last year, we had a large sale of Tropo gear to an international customer, which did not repeat this past quarter, and which accounted for approximately $10 million of the decrease in net sales. Our book to bill ratio in our satellite and space segment for the three months ended October 31st, 2024 was approximately one. In our terrestrial and wireless segment, our results reflect higher net sales of our call handling and next gen 911 services offset in part by lower net sales of our location based solutions. Our book to bill ratio in our terrestrial and wireless segment during the quarter was 1.2 times. Later on the call, Daniel and Jeff will provide additional color on the performance of their respective segments and their key contract wins during the quarter. ComTech's consolidated gross margins for the quarter were 12.5% compared to 21.5% in the fourth quarter of fiscal 24 and 31.5% in our first quarter of fiscal 24. In addition to the fluctuations in net sales I just discussed, Consolidated gross margin for fiscal Q1 includes an $11.4 million non-cash charge in our satellite and space segment related to the write-down of certain inventories as a result of restructuring activities during the quarter. As I mentioned, we reported a gap operating loss in Q1 fiscal 25 of $129.2 million compared to operating income of $2.1 million in the prior year period. We reported a gap net loss of $148.4 million for the quarter compared to a net loss of $1.4 million in Q1 of fiscal 24. Our gap operating loss reflects several non-cash and one-time charges. Among other things, this includes a $79.6 million non-cash goodwill impairment charge in our satellite and space segment, $17.9 million of restructuring costs, including the non-cash inventory write-down I just mentioned, and $17.4 million of a non-cash charge to fully reserve for an unbilled receivable contract asset related to an international customer and reseller of our triple scatter technologies. As explained in more detail and reconciled in our Form 10-Q for the quarter, we utilize a non-GAAP measure that we refer to as adjusted EBITDA. For Q1 fiscal 2025, adjusted EBITDA was negative $19.4 million as compared to positive $18.4 million in the prior year period. Adjusted EBITDA in the more recent period reflects lower consolidated net sales and gross profit, both in dollars and as a percentage of consolidated net sales, and higher selling general and administrative expenses driven by the non-cash charge related to the allowance for bad debt. While setting the decrease was lower research and development expenses during the period. Turning to the balance sheet now, our cash and cash equivalents were approximately $30 million as of both October 31st and January 10th, 2025. As Ken mentioned, we recently entered into a new credit facility, which was subsequently amended to, among other things, suspend quarterly financial covenant testing, which will resume January 31st, 2025. On October 17th, 2024, we also entered into a $25 million subordinated credit facility. As of quarter end, debt outstanding under these two credit facilities aggregated approximately $225 million before consideration of gap-related adjustments to reflect offsetting deferred financing costs and discounts related to each facility. Commencing with our fiscal quarter ending January 31st, 2025, we believe that we will not be able to comply with one or more of these covenants. As a result, such debt was presented as current on our condensed consolidated balance sheet. Strengthening our balance sheet is a top priority for this entire management team and our board. This includes lowering our investments in working capital, reducing our debt levels and cash interest costs, and regaining compliance with our financial covenants. Given their proven track records, we are confident that Ken, Daniel, and Jeff possess the requisite skill sets and experience to help navigate us through these initiatives. During the second quarter of fiscal 2025, business conditions continue to be challenging, as outlined in our SEC disclosures today. Accordingly, we are not providing forward-looking guidance on a GAAP or non-GAAP basis at this time. Now, with that, Please let me turn the call over to Daniel. Daniel?

Thanks, Mike. I'm Daniel Gazinski, President of ComTech's Satellite and Space Communication segment. While I'm relatively new to this role, I've been with ComTech for over five years. During my tenure, I've held key leadership positions and driven meaningful operational improvements at divisions and sites across the company. This experience has enabled me to hit the ground running with well-informed decisions on an accelerated timescale. This is important, as there is a lot of work to be done to address deficiencies in operational discipline and excessive cost structure that has built up over several years. Prior to ComTech, I spent a majority of my career in the aerospace and satellite industry, including positions at companies like General Electric, Sierra Nevada Corporation, and L3 Harris. In these roles, I honed my skillset and built a deep understanding of our customers, markets, and the opportunity set present ahead of us, even during this period of significant change for our industry. The cadence of satellite launch has increased by orders of magnitude, and we've seen the U.S. stand up a new service in the U.S. Space Force, which has grown its budget to nearly $30 billion. And as an electrical engineer and then program manager who spent his early career developing products much like the ones ComTech manufactures today, I deeply understand both the things that ComTech continues to get right and the areas where we need to make changes on both the technical and business side. As Ken mentioned in his remarks, It is important to drive clarity around the priorities, align the team around these objectives, and drive accountability and progress throughout the organization. Ken's arrival has driven a tenor change, and he has moved quickly to align the team to address these challenges. Our priorities are clear. We must address negative trends in gross margin and operational performance. We must streamline the business to reduce our cost structure and support the expanded strategic initiatives process discussed earlier. We must continue to nurture the portions of the business that are performing well and promptly address the areas that are not performing or helping us meet our core business objectives. As we looked at margin performance across the company, we undertook a comprehensive look at our S&S product portfolio that resulted in a decision to discontinue more than 70 unique product lines that were either not profitable or were not aligned to our strategic direction. This decision enables us to simplify our manufacturing, support, engineering, and go-to-market structure, reducing both complexity and cost associated with these discontinued product lines. In the lines that are continuing, we are focused on addressing product yields and margins with the intention of returning S&S gross margins towards historical levels. We will also look to rationalize our operational footprints, including decisions to fix or divest locations or product lines that are not performing, or align strategically with our future direction. We have already taken actions, including the closure of our antenna manufacturing operations in Basingstoke. Expanding our strategic alternatives process to the satellite and space segment provides additional optionality to improve our position and align the organization around our core strategic focus. Collectively, these changes will result in reductions to both headcount and operational footprint. We currently have more than 300,000 square feet of occupied space in North America dedicated to S&S, which we will work to rationalize and consolidate over the coming year. We are taking steps to simplify our organization and management structure, reducing layers of complexity while maintaining the production, operations, and engineering capabilities required to fulfill customer requirements. We have taken actions to reduce headcount in continuing operations with a reduction in force that occurred primarily during our fiscal Q2 of more than 10% of total S&S staff. These changes have resulted in a simplified organization with fewer layers of management and direct accountability for driving performance improvements at all levels in the organization. While we still have much to do, we are making the right decisions to reduce overheads and empower the team to perform. Our course has been charted to a more streamlined S&S segment that is focused on designing, and supporting sophisticated communications equipment for both our defense and commercial users that rely on us to provide mission-critical communications infrastructure. These customers have continued to look to Comtech to provide these advanced capabilities through a period of significant market change. Delivering innovative, quality products on time has historically been a hallmark of Comtech's satellite and space business, and the streamlined, efficient business that is emerging will be better suited to deliver on both customer and shareholder expectations. One of my focus areas in taking this role is ensuring that we better manage relationships with our customers and partners. This means taking an early active role in contract negotiations, not just around legal terms and avoiding penalties, but focusing on better negotiations around cash flow and ensuring that milestone payment schedules are created in a way that preserves liquidity. We've started to see success on this front already in new contracts. and expect to see these improvements factor in as we begin to wind down some of our existing agreements over the coming year. Elevated unbilled levels on our U.S. Marine Corps Troposcatter contract remain an area of focus, one which has increased as our customer has notified us of an intent to pause work, including deliveries, for 90 days while they reassess their future plans. We are working collaboratively with our customers to manage impacts related to this decision and protect liquidity through this period. We've also begun a thoughtful review of our internal incentive plans, including sales incentives, to ensure that our staff, partners, resellers, and distributors have incentives that are aligned to the parameters that matter to our customers and shareholders. Innovation that delivers outsized customer value is frequently the root of successful technology companies. Through a thoughtful reorganization of our engineering team, we are positioning contact to deliver new capabilities, including the digital common ground platform, faster. As our customers seek to adapt to the pace of change in the industry, these next generation products provide meaningful advancements that command a value premium. Differentiated technology and customer relationships will be critical to positioning ComTech for success. We have a long history of building some of the most reliable, highest performance communication infrastructure products in the world, which our customers have come to rely on. This is something that our team here still excels at today. I am focused on making sure we continue to press our advantage, but also get the business fundamentals right. We will be more thoughtful on the deals we take on, the way these deals are structured, and our approach to delivering products to customers. Importantly, customer demand for Comtech's unique and differentiated capabilities is strong. Key awards during our fiscal Q1 included more than $16 million in orders from the U.S. Army for the supply of VSAT equipment and related services, more than $8.5 million in incremental funding related to the US Army's EDAM modem development, which has now been funded at more than $19 million to date, over $6 million in funded orders from a new international customer for power amplifiers, and a production order valued in excess of $5 million received from an existing customer deploying a new LEO constellation. I joined ComTech just over five years ago based on an appreciation for the people, the technology, and an expectation that the pivot underway in satellite communications would serve companies like ComTech well. Despite challenges, this thesis remains strong, and we believe that the streamlined business we are building is positioned to deliver meaningful value to our customers and our shareholders. On that, I'll pass it over to Jeff.

Thank you, Daniel. I'm Jeff Robertson, the president of ComTech's terrestrial and wireless business segment. First, I'll provide a brief overview of my background, then I'll share some insights into our T&W business and our significant opportunities and progress in our public safety and carrier technologies. After initially consulting with the business, I assumed this full-time role in March 2024. I have over 25 years of leadership experience in this space, including roles as CEO of Entrato and other organizations. I bring a track record of successfully navigating divestiture processes while maintaining focus on business fundamentals. Notable examples include CarVotes, such as Airbus Communications North America to Motorola in 2017 and Entrato Public Safety to Stonepeak in 2023. As ComTech announced last quarter, we're exploring strategic alternatives for the T&W business. Due to the strong market position, customer relationships, profit profile, growth potential, and recurrent revenue and steady cash flow, we've attracted strong interest from potential partners. This process is ongoing, and as Ken described, it will be part of a broader strategic alternatives review involving all aspects of the company. The Trustrun wireless business is built on stability and growth potential. In the public safety sector, our revenues are underpinned by predictable funding sources, long sales cycles, while our carrier business benefits from shorter sales cycles and technical complexity as we enable wireless, VoIP, and non-traditional carriers to comply with regulatory requirements. ET&W awards in fiscal Q1 included A $30 million-plus contract renewed by one of the largest wireless carriers in the United States to enhance critical 911 call routing services. Also, a large multi-year location-based services maintenance and supports contract from another top-tier wireless carrier in the U.S., valued at over $19 million. A $2 million-plus NextGen 911 Guardian call handling solution contract was received from an emergency agency located in British Columbia, Canada. over $1 million in funding to continue servicing certain PSAPs in a New England state, and over $1 million of funding related to continued NextGen 911 deployment in South Carolina. The T&W business focus is on four key steps in the emergency response process. Firstly, we focus on locating the caller or where the emergency is located. Second, we direct this request to the help it needs to the first and most appropriate first responding agency. We then transport the call, media, or incident details to the first responding agency. We also, on the last step, we actually receive the call or incident details to dispatch, local responders, and or receiving an alert request to notify the public of a pending or real-time emergency, for example, an Amber Alert for a geographic region. Since joining ComTech, I prioritize four key areas one focusing on building a high caliber executive team capable of excelling in a public company structure or as a standalone entity to. Developing a robust five year business plan focused on sustainable growth and product innovation, while ensuring financial accountability three. Strengthening communications with our stakeholders to underscore the stability and growth potential of the T&W business. And four, expanding in core markets while entering high growth adjacent and international markets as outlined in our strategy. Importantly, I'm confident in the bright future of the terrestrial and wireless business. We are poised to expand our target addressable markets and deliver significant value for our customers by capitalizing on our strengths and executing our strategic plan of expanding internationally and using our core next generation 911 networks to offer more hosted services that improve emergency response. In addition, our distinct focus on our public safety and carrier technologies enables a stable and scalable business model. Our public safety technologies are poised for growth due to the need for non-traditional methods to request emergency help from new devices. These include wearables, vehicles, AI-based cameras, home or enterprise security solutions, and network-connected monitoring devices, for example, smoke detectors. Driving new upgrades and solutions to serve public safety. In the new administration, the upcoming FCC Spectrum auction is estimated to have significant federal funding explicitly earmarked to modernize the U.S. next-generation 911 infrastructure. We are poised to grow our carrier business as we finish our latest cloud-agnostic 5G passive and emergency location, messaging, and alerting services for U.S. carriers. Once completed, this platform can be marketed internationally to carriers worldwide, with many international carriers already showing significant interest. As we execute our strategic plan, we remain steadfast in our commitment to delivering measurable results. I'm confident that the terrestrial and wireless business will serve as a cornerstone of ComTech's success. Thank you. Let me turn it back to Ken for some final comments.

Thank you, Jeff. I want to close with a brief summary. While ComTech's recent historical performance has been unsatisfactory, the company has great assets. including its people, technologies, reputation, customers, and relationships. Since I joined the company as executive chairman about six weeks ago, I have learned a lot to give me confidence that we can overcome the challenges and create new opportunities to strengthen the business and create value. I am honored to expand my role as president and CEO today and look forward to leading the company into a stronger and brighter future. As outlined today, our priorities for ComTech going forward include, first, earning the trust of all key stakeholders by being candid about both the challenges and opportunities delivering on a thoughtful plan to strengthen the company going forward. Second, implementing operational discipline and right-sizing to improve ComTech's processes and cost structure. Third, supporting and growing successful business units by enhancing our key points of differentiation, providing superior products and services to our customers. Fourth, conducting a comprehensive review of all strategic alternatives. Fifth, strengthening the company's capital structure. And finally, leading a corporate culture that is centered on integrity, transparency, accountability, and a determination to be the leading and most successful provider of secure communication technologies. With that, operator, let's open it up for questions. Keeping in mind, we have the annual shareholders meeting to attend shortly after this call.

The floor is now open for your questions. If you would like to ask a question at this time, please press star 1 on your telephone keypad. You may remove yourself at any time by pressing star 2. Once again, that's star one to ask a question. Our first question will come from Joe Gomes with Noble Capital. Please go ahead.

Good morning, Ken. Nice to meet you.

Nice to meet you, Joe.

Pardon me. So I'm going to be harsh with you right out of the gate, okay? You know, Warren Buffett has always been quoted as saying, when a management with a reputation for brilliance tackles a business with a reputation for bad economics, it is the reputation of the business that remains intact. And while I appreciate your story, fraud doesn't necessarily equate to a bad business. ComTech's performance topped in, I think it was fiscal 2019 in terms of revenues and adjusted EBITDA, it's in pretty much downhill sense. You know, almost, I don't know, two and a half years ago, Ken Peterman came on. He started one ComTech, built the Arizona facility, you know, all of this to take out costs, to focus. You know, John was continuing along the same path. And now you're telling us we've got to redo it all over again. And it just seems it's never ending. And I don't see the end in sight. So what's going to change to actually make ComTech start growing again and be a good business? Or is it just a bad business?

Very fair question and set of points there, Joe. And you related one of my favorite Warren Buffett quotes. So I do agree with you. And that's why I'm I am here because I do believe that this company can be fixed. The history is disappointing. We get it. But there are valuable assets here, and the company does have important differentiated technology. It's got really great customer relationships. It has performed poorly over the years. There's no doubt about it. I am here to address that, and we have already started to implement a series of changes that I've outlined today to better position this company for the future. None of it is easy, right? It's fair to say this is a turnaround, right? The historical performance cannot continue. We have to fix this business. be trying if I didn't believe that we can create a better future. And we have talent here, right? An example I gave at AB&H, shortly after I arrived at CEO, I concluded I needed to replace the entire management team. That's not the case here. There's a lot of strong talent in this company. There are real assets. And I'm working with a good team that recognizes, yes, it's been a rough road. We're going to fix it. Let me also close. You mentioned the sequence of CEOs. Yeah, I'm the fifth CEO over a relatively short period of time. That's not a good sign. But I will share with you – What John Radigan said to me, as I put in my remarks, he is a true gentleman and he has moved on with grace and dignity. When I first had the discussion with John about what we'll do going forward, his response was, Ken, you are far better suited to lead ComTech into the future than I am. That shows a real humility a recognition, and yeah, this isn't going to be easy, Joe, but we're going to do it. This company is committed to it. We are going to be a better ComTech going forward than what you've seen in the past.

Thanks for that. Let me do one follow-up, and then I'll get back in queue so other people ask some questions here. I know we're time constrained. This one's more for Mike. Mike, in the fiscal fourth quarter call, You mentioned revenues were expected to be flat with the fourth quarter and adjusted EBITDA. Expectations were to see improvement. And both of those numbers were down. And essentially, I believe, at the time of the call, the quarter was pretty much done. And I'm just trying to square that circle as to how you guys could have have said that and then the numbers come in so different than what was said on the call?

Good morning, Joe. A fair question, too. Yeah, I think it's twofold. I think part of it was we had to close the books on some of our contracts that have estimates to complete, so we needed to see the actuals come in after we reported. That's one thing. We did have some adjustments on some of our EACs as we're closing those projects up. and gearing up for production, which is a good thing in the second half of the year. But I would say the second unexpected item, as we have to continue to reassess our unbills, our EBITDA does reflect approximately a $20 million reduction from having to take a position on an unbilled receivable that we had booked and had been tracking for the past couple of quarters. It was not clear to us. There was some uncertainty as to the timing of being able to bill and collect that. and that we had to take a charge, and that was after we had provided that guidance. So I would say those are probably the two main drivers.

Okay, great. Thanks for that clarity. And again, pardon me to get back in queue. Thanks.

Thank you. Thanks, Joe.

Thank you. Our next question will come from Greg Burns with Sidoti. Please go ahead.

Good morning. When we look at the challenges, some of the top line challenges on the satellite business, I think over the last quarter or two, you've been pointing to maybe the balance sheet issues causing some production delays, your inability to get maybe deliver on some product. I guess the thought was now that you had brought the debt current and you would see maybe an improvement in production and start to see some movement on delivering against your backlog. Now we're back to the debt being current again and the balance sheet seems to be an increasing issue. So what's the impact going to be maybe on your production? Are we back to where we were maybe a quarter or two ago with the inability to maybe get terms from suppliers or how is this going to impact production going forward?

Morning, Greg. I'll take that first part of the question, I guess. In terms of where we are cash position-wise and where we are with our vendors, we have maintained, as you see on the balance sheet, our AP at levels that are much lower than what we have been tracking. We're keeping the aging in check, definitely feeding the supply chain as best as possible. In terms of our liquidity, we've been able to maintain that covenant. So I think on that front, we are addressing that head-on. in terms of where we are with our lenders and the actual debt. I'll turn that over to Ken to maybe talk more about next steps.

Yeah. So, Greg, it's an accounting requirement to reclassify the debt as current when there's an anticipation that we will not meet the financial covenants. So the debt is reclassified as current for those reasons. we've developed a very constructive and positive working relationship with the lenders as well as the preferred stockholders. And we're continuing to work with them constructively and believe that we will get, with their support, we're going to get through this and be in a better position financially than the company has been.

Okay, and I guess just to follow up, so in terms of kind of maybe market demand, is what we're seeing now, are you losing business or are you losing market share? Because the implication or the thought over the last couple of quarters was maybe some of this was, it was not market related, it was kind of ComTech related in terms of your ability to get production levels back to normalize. and your ability to deliver against your backlog. So is what we're seeing now more kind of market-related? How should we view the decline in revenue this quarter, maybe relative to what you had expected at the end of last year?

I'm just going to make a high-level comment, Greg, and then I'm going to turn it over to Daniel to give you some specifics in the satellite and space. But we have over $800 million of funded backlog. So that gives us some confidence that, you know, the going forward revenue is there. Not to say that there aren't plenty of business and operational and market challenges. There are. But, you know, with over $800 million of backlog, you know, that supports the confidence going forward. Dan, do you want to add a little specifics? And, Jeff, if you want to follow up. that as well.

So, absolutely. So, on the satellite and space side, I think there's a few things that are worth highlighting. You know, the first is, you know, we have and continue to maintain and execute against large multi-year funded programs. One of the historical trends in our satellite business has always been that, you know, large infrastructure buildouts occur and, you know, generate some level of volatility in, you know, the ability of customers to accept and ingest the deliveries of new equipment. I think from a market standpoint, you know, we kind of show in Q1, you know, a relatively modest level of book to bill, about 1.0, which I think reflects, you know, several major new wins as well as follow-on orders from existing customers that are in early stages of building out their ground infrastructure. I think ultimately from a market standpoint, we feel like we're strongly positioned continuing to be competitive in the sections of the market that we're pushing after. And I think ultimately, as Ken mentioned, a strong backlog in the S&S segment as well, both in the funded and unfunded, but highly visible segment.

Okay, thank you. I would just add on to Daniel's thoughts on the T&W business, because we serve public safety, state, local government, The customers are extremely sticky. So when you look at our historical track record, you'll see that it's consistently growing to your point of market share, which I'm excited about. Also, the steady funding stream and public safety from the surcharges that are charged to customers, that funding stream actually helps my business in its stability and growth, along with the backlog that Ken mentioned. So I think we're in good shape from a market demand perspective, and we're certainly not losing market share. In fact, we're growing.

Thank you. Our next question will come from Griffin Boss with B. Riley Securities. Please go ahead.

Hi. Thanks for taking my question. I'll try to keep this brief. Welcome, Ken. First of all, and then I'll just start on the strategic review, particularly for terrestrial and wireless networks. Back in October when it was announced that the strategic transformation strategy was happening specifically for T&W, that was said to be well underway. Should we look at this kind of new updated strategic transformation as a continuation of that process for T&W or is this gonna be a reset of that timeline to look for a potential sale of that business?

Good question, Griffin. It is a continuation and broadening of the previously announced process. I did believe that it makes more sense to explore all strategic alternatives to put whatever transaction we may do with T&W or elsewhere in a broader context. So we're well informed of all opportunities before consummating any specific transaction.

Okay. Makes sense. Makes sense. And then maybe one more for Mike here. Now that you took that charge on the unbuilds, can you just provide maybe more clarity or an update on the remaining unbuilds and your expectation for meeting, you know, whatever milestones need to be met to convert those to build in the future?

Sure. In terms of focus on the two main TROPO scanner programs that we have with the U.S. Army, you'll find in our disclosures today, we are sitting with about $10 million in the unbuild for those contracts, you know, that will likely get resolved As Daniel mentioned, with the stop work order, we'll be resuming on that front. And with the U.S. Army, that program is now in its latter stages of delivery, so we'll be invoicing and collecting in that with normal terms. High level overall, our unbills did come down. While the headline number for the receivables was still about $200 million, before reserves, it does reflect the shifting of unbuilt to build categories. So our expectation is over the next couple of months, we'll be working those down.

Okay, great. Thank you both for taking my questions. Appreciate it. Pleasure.

Thank you. At this time, I would like to turn the call back to the company for any additional or closing remarks.

Okay. This is Ken again. Thank you all for joining us. Let me reiterate my enthusiasm to lead ComTech going forward. While we know the company has faced various challenges that have built up over time, we also do have great assets, as I described, including our people, our technologies, reputation, customers, and relationships. Since I joined the company as executive chairman recently, I have learned a lot to give me confidence that we can overcome the challenges and create new opportunities to strengthen the business and create value. We look forward to keeping you informed as we proceed. Thank you all for joining us.

This does conclude today's call. Thank you for your participation. You may disconnect at any time.