Comtech Telecommunications Corp.

Welcome to ComTech Telecommunications Corp's conference call for third quarter of fiscal 2025. As a reminder, this conference call is being recorded. I would now like to turn the call over to Maria Sariello, Senior Director of Financial Operations of ComTech. Please go ahead, Maria.

Thank you, Operator, and thanks, everyone, for joining us today. I'm here with Ken Traub, CompTech'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 and 10Q we issued this afternoon, which is available on our website as well as the SEC's 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 cautionary statements contained in the company's SEC filings. With that, I will turn it over to Ken. Ken?

Thank you, Maria, and good afternoon, everyone.

I appreciate you taking the time to join us today. I'm going to provide some high-level comments on the business and this past quarter's results, then turn it over to Mike to go deeper into the financials. Daniel and Jeff will also be available for questions during the Q&A section. When I took over as CEO of ComTech earlier this year, I unveiled a transformation plan and committed to earn the trust of all of our stakeholders by being transparent and delivering on our promises. In this spirit, I would like to provide an update on my observations and our progress in executing the transformation plan. First, the update on my observations. Overall, while ComTech has faced significant challenges over the past few years, the company also has compelling opportunities that make it worthwhile to address these challenges so that we can capitalize on the upside. I will provide additional perspective on both the challenges and the opportunities ahead. Let's review the major challenges the company has been facing. We are frankly gratified that we've made significant progress in addressing many of these challenges, which include the following. First, this company has had a burdensome capital structure. ComTech has $168 million of senior secured debt with tight financial covenants, $65 million of subordinated debt, and $200 million of preferred stocks. plus additional rights and preferences from each of these securities. Second, ComTech has an expensive cost structure. Due to the capital structure, organizational design, inefficiencies, and various legacy factors, the company's historical cost structure has been much too high to support the company's recent historical revenue run rate. Third, ComTech has had an extensive leadership turnover. I am the fifth CEO to lead ComTech in less than four years. Other senior leadership positions in the company have been either vacant or in transition. Fourth, ComTech has had poor operational discipline. Weak disciplines have contributed to compliance shortcomings, a lack of accountability, outdated products remaining in the product line for too long, excessive production costs. Overly aggressive inventory purchasing and a buildup in working capital has put additional pressures on cash management over the years. And fifth, misaligned sales incentives. The company's commission structure has led in some instances to taking on unprofitable or very low margin deals and further exacerbated the company's cash burn from excessive working capital commitments. There have been other challenges. but that summarizes the big ones. Notwithstanding these historical challenges, ComTech does have attractive assets and compelling opportunities ahead, which include the following. In satellite and space, a strong market position with deep and longstanding relationships across a diversified customer base in both military and commercial end markets. Second, also in satellite and space, Comtech has proprietary technology and homegrown expertise that enables the development and supply of some of the world's most advanced modems, high-power amplifiers, troposcatter systems, cybersecurity training, and other advanced products and services. Third, a growing addressable market for our satellite and space product offerings that is driven by the emergence of space as a contested military domain the global demand for resilient, secure satellite communications, increased demand for high-speed connectivity, and the emerging international interest in alternatives to Starlink. Fourth, our terrestrial and wireless business retains high-quality, long-term customer relationships with states, municipalities, and communications carriers, providing critical public safety and emergency response services. Fifth, In T&W, our growth drivers include customer upgrades for next-generation core services, new cloud-based emergency response products, and increased interest from international carriers for 5G location technologies. And six, finally, ComTech has a strong and deep talent throughout the organization. Personally, I have to say that now that I've gotten to work with this team, and see them in action over the past few months, I'm impressed with the capabilities, talent, and loyalty at all levels, in corporate, in satellite and space, and in T&W. Our transformation plan is intended to address the challenges I described earlier while enabling us to leverage ComTech's core strengths and capitalize on the opportunities in each of our businesses. I am pleased to report that our transformation plan is gaining traction and notable progress is already evident in our improved financial performance. Before I get into some of the specifics of the quarter, I want to highlight that the ComTech of today is notably different than the ComTech of just a few months ago. There's a new sense of purpose and a sense of urgency. Lines of responsibility and accountability are clearer today. While the team recognizes the longstanding challenges that I described, There's also a shared pride in what we are accomplishing in both addressing those challenges and embarking on the path to capitalize on the compelling opportunities ahead. As we previously announced, during the third quarter, we secured a $40 million capital infusion that enabled us to renegotiate terms with our senior secured lenders, which not only waived prior covenant breaches, but provided for the suspension of the fixed charge coverage ratio and the net leverage ratio covenants through the quarter ending on October 31st, 2025. This was an important milestone as it addressed the issue of the company's prior breaches and improved our financial flexibility going forward. It is also a testament to the confidence that our lenders and preferred stockholders have in our transformation plan. In addition, We've implemented measures to align accountability throughout the organization, improve operational efficiency, streamline our product lines, increase gross margins, and reduce administrative costs. I will give some specifics. During the quarter, we continued to make progress in reducing costs and implementing additional efficiency measures. On the cost front, for example, we've reduced our annual labor costs by approximately $33 million through workforce reductions since July 31st, 2024. These cost reductions represent the results of product rationalization and organizational streamlining. We have simplified the organizational structure through direct reporting lines and added direct accountability at the production site. We've also continued to streamline our product lines so that we can focus on delivering results on the components that matter In fact, we have discontinued more than 70 products across the satellite and space business. The overall effect is higher margins that result from comparable revenue and lower costs. With a more targeted product market focus, we have strengthened customer relationships and notched important new business wins for the future. Before I turn to the specific business units and recent developments, I want to note that, as we stated previously, We will only be providing updates on our previously disclosed strategic alternative processes if and when we have something specific to share. At this point, there is nothing to share. Now I will provide some comments on our business units. Our satellite and space business is executing on initiatives to grow sales of next-generation products, improve gross margins, and reduce operating expenses. In this business, we are capitalizing, on our differentiated technologies and extensive customer relationship to develop new vectors for growth. We've had recent strategic wins in digital satcom infrastructure, resilient communication programs, and strategic multi-orbit connectivity. Organizational streamline, product rationalization, and improved operational discipline have contributed to lower costs while also helping to improve accountability, the site level, and enhance our focus on priority products, production, and customer commitments. Additionally, as part of our commitment to improving operational discipline, Steve Black recently joined the Satellite and Space Leadership Team from General Dynamics as the new segment Chief Operating Officer reporting to Daniel Gosinski. While I am pleased with the pace and trajectory of our progress this quarter, our satellite and space business has underperformed in recent quarters, and we have more work to do. Comtech previously disclosed that a large multi-year GFSR contract was under protest. On May 20th, the U.S. Army informed us that it had decided to award the contract to the incumbent. We've removed all associated orders from our funded backlog, which had the effect of $36 million de-booking this quarter. Excluding the de-booking, the satellite and space businesses' book-to-bill ratio was higher this quarter than it was in the second quarter of this year. While the loss of this contract has the aforementioned impact on bookings, backlog, and future revenue, it should be noted that this GFSR contract had very low gross margin expectations. On April 9th, we announced that following months of rigorous testing and performance validation, we completed initial deliveries of Comtech's next generation VSAT systems through strategically significant Allied Navy Partner. This partner selected our systems for inclusion in its comprehensive programs to modernize its ships, submarines, and ground-based stations. Deliveries are expected to continue over the next two years. And before moving on to T&W, as discussed in more detail in our Form 10-Q filing today, in late May 2025, we received a request for information from the Director of Defense Trade Controls. often referred to as the DDTC, its request relates to voluntary disclosures that we already submitted to the government back in 2024 related to the potential misclassification of certain variants of our modems. Since making these voluntary disclosures, we have taken internal corrective actions and are seeking licenses under the more restrictive ITAR classification for future exports. We are supporting the DDTC's review of the matter and will provide updates as they occur. The terrestrial and wireless business had a strong quarter. Compared to the prior year period, D&W experienced higher net sales of next generation 911 services and location-based solutions, offset in part by lower net sales of call handling solutions. D&W did better this quarter on many key metrics. including operating income, net income, and adjusted EBITDA than it did last quarter as well as in the prior year period. Our position as a trusted leader in handling emergency response assistance requests situations us well for delivering similar solutions through new devices and new delivery methods. The key drivers for growth in this segment are expected to include new cloud-based emergency response products, and increased interest from international carriers in our 5G location technologies. I'm also pleased to report that the development of our latest next generation 911 call handling solution is nearly complete. We anticipate launching this important new product later this month at the National Emergency Number Association Conference. Our next generation 911 call handling product is designed to leverage cloud and AI capabilities to serve first responders in the U.S., Canada, and Australia even better than the existing solutions. As a concluding comment, I want to highlight that when I took over as CEO, I made it clear that the company needs to prioritize returning to positive cash flow. It is a significant milestone. The company generated gap cash flow from operations of a positive $2.3 million this quarter. This is the first quarter that ComTech generated positive gap cash flow from operations in the past eight quarters. Finally, I want to express my gratitude to our entire dedicated team, as well as all of our stakeholders, for their loyalty, perseverance, and contributions. Frankly, the most gratifying aspect of my job is when I hear from our employees, our partners, and our customers who love ComTech and feel the energy and optimism that comes from a renewed sense of purpose and the progress along a positive trajectory to a successful future for ComTech.

And with that, I'll turn the call over to Mike to walk through the financials. Mike?

Thank you, Ken. Before getting into the detailed results, I would like to first summarize this past quarter for you. Sequentially, our consolidated GAAP results were better than our second quarter of fiscal 2025. We experienced a better mix of higher gross margin business, lowered our operating expenses, increased our EBITDA, and achieved positive cash flows from operations. The T&W segment continues to perform well, and our satellite and space communications segment reported improved bottom line results. While more work is needed, we are encouraged by another good quarter of meaningful progress. Now let's turn to the key metrics for this past quarter. Consolidated net sales were $126.8 million compared to $128.1 million a year ago and $126.6 million in Q2 of fiscal 2025. Relative to the prior year period, net sales this quarter in the T&W segment were higher while the S&S segment was lower. Compared to last year, our T&W segment benefited from higher sales of our NG911 services as we continue to migrate customers through their implementation phases onto recurring services. Compared to last year, net sales in our S&S segment reflect lower sales of our TropoScatter solutions, while set in part by higher sales of our SATCOM solutions. As discussed on prior earnings calls, within our TropoScatter product line, our legacy next generation TropoScatter contracts with the Marines and Army are winding down, as anticipated. Collectively, these two programs accounted for approximately $13 million of quarter-over-quarter reduction in net sales. Such reduction was substantially offset, though, by increased sales of VSAT equipment to the U.S. Army and increased sales of our satellite ground infrastructure solutions. Sequentially, T&W's net sales increased 12% to $59.2 million. Net sales in this segment for the third quarter of fiscal 2025 included over $3 million of incremental NG911 services revenue due to reaching an agreement with a statewide customer to retroactively invoice for certain recurring services that we had provided for in the past. Without this adjustment, net sales in this segment increased sequentially about 6%. Gross margins in this segment, both in terms of dollars and percentage, also benefited from such activity in Q3, as the associated costs of providing such services were mostly expensed in prior periods. Given the cumulative catch-up nature of such activity, we do not expect it to repeat in Q4. Sequentially, S&S's net sales decreased 8.3% to $67.6 million as the prior second quarter of fiscal 2025 included higher sales of low-margin VSAT equipment to the US Army. Although net sales were down in the third quarter, the S&S segment was successful in achieving a more favorable product mix resulting in an improved gross profit percentage compared to last quarter. Overall, on a consolidated basis, gross margin was 30.7% in Q3 as compared to 30.4% a year ago. Gross margin in the more recent quarter also improved sequentially from the 26.7% reported in Q2. Consolidated net bookings were $71 million in the third quarter. Our consolidated book to bill ratio a measure defined as bookings divided by net sales for the three months ended April 30th, 2025 was 0.56 times. Bookings in the more recent quarter reflect a $36.4 million debooking related to the low margin US Army GFSR contract that Ken just referenced. Gross bookings for the quarter excluding this debooking were $107.4 million representing a quarterly book to bill ratio of 0.85 times. Our consolidated operating loss for Q3 decreased to $1.5 million compared to a $3.5 million operating loss in Q3 of last year and a $10.3 million operating loss last quarter in Q2. The sequential improvement this quarter is due to a more favorable sales mix and benefit of our cost reduction initiatives lowering our overall operating expenses. As reconciled in our Form 10-Q for the quarter, We utilize a non-GAAP measure that we refer to as adjusted EBITDA. Our consolidated adjusted EBITDA for Q3 increased to $12.6 million compared to $11.9 million in Q3 of last year and $2.9 million in Q2 last quarter. I just mentioned our Q3 results included an incremental benefit to net sales and gross profit within our T&W segment that we do not anticipate repeating. Turning to the balance sheet, as highlighted on our prior earnings call. We amended our credit facility and subordinated credit facility to, among other things, waive all defaults, specifically the net leverage ratio and fixed charge coverage ratio, suspend testing of these covenants until October 31st, 2025, reduce the interest rate on the term loan and the revolver loan, reduce the minimum quarterly average liquidity requirement to $17.5 million, allow for the new 40 million dollar capital infusion in the form of subordinated debt of the subordinated debt proceeds received 27.3 million dollars and 9.1 million dollars respectively net of fees were used to repay prepay without penalty a portion of the term loan and revolver loan outstanding under the credit facility with 3.2 million dollars of the revolver repayment representing a permanent reduction in commitment related to the revolver at both the April 30th, 2025 and June 6th, 2025, total outstanding borrowings under the credit facility were $168 million, including $23.4 million drawn on the revolver. As of June 6th, our available sources of liquidity approximate $27.3 million, consisting of qualified cash and cash equivalents and the remaining available portion of the revolver. As of April 30th, 2025, Total outstanding borrowings under the subordinated facility was $65 million, excluding accreted interest and make-whole adjustments. And the liquidation preference of our outstanding convertible preferred stock was $199.7 million, excluding potential increases in the liquidation preference and other obligations that could be triggered by, among other things, breaches of covenants, asset sales, and or change in control of the company. With respect to receivables, our consolidated net unbilled balance approximated $73 million as of April 30th, 2025, up slightly from the approximate $69 million last quarter, but substantially down from the $123.7 million as of July 31st, 2024. The sequential increase is due to the timing of the aforementioned retroactive NG911 milestone billing in the T&W segment, which is anticipated to occur in Q4. The decrease from last year is largely due to the aforementioned wind down of our next generation triple scatter contracts, as anticipated, as well as a bad debt reserve established earlier in fiscal 2025 related to an international customer. In Q3, we generated, as Ken mentioned, $2.3 million of positive consolidated operating cash flows on a GAAP basis. Operating cash flows for the quarter included close to $7 million in aggregate cash payments mostly at the parent level for restructuring costs, including severance, CEO transition costs, and professional fees related to the modification of our subordinated credit facility on March 3rd. Thus, cash flows for the quarter would have been higher without these items. Now, let me turn the call back over to Ken. Ken?

Thank you, Mike.

To summarize, first, we recognize ComTech has longstanding challenges much of which we have already made strong progress in resolving. Second, ComTech has strong assets and compelling opportunities for growth and value creation. And third and finally, we have already made significant progress in executing on our transformation plan, which is already resulting in improved financial performance, enhanced accountability, and improved pride in the future of ComTech. Operator, please open the call to questions.

Certainly, at this time, if you would like to ask a question, please press the star and 1 on your telephone keypad. You may withdraw yourself from the queue at any time by pressing star 2. And we'll take our first question from Greg Burns with Sidoti. Your line is open.

Greg, you may need to check the mute function on your device. Greg Burns, your line is open.

And hearing none, we'll move to Mike Crawford with B Reilly.

Your line is open.

Thank you. In satellite and space, there's a number of next-generation digital back-end modems that are under development, including EDM. And can you just walk through where you stand on development, acceptance, potential for full rate production for some of these most important platforms?

Thanks, Mike. We'll let Daniel take that question.

Yeah, thanks for the question. I think a really important one, I'll try and briefly summarize some of the progress we've made on the next generation digital platforms and where we are in that transition. As pointed out, we do have a number of products under development, one of which is with the U.S. Army under their EDEM program. We continue to make good progress in the development of that platform. There is still some ongoing work that we're expecting to see completed prior to moving into a joint certification phase with the U.S. Army. There's still a couple of indeterminate dates that we have based on inputs from subcontractors, but we are expecting to make significant progress in moving towards certification prior to the end of the calendar year. In terms of other products in the portfolio, we've made really strong progress in some of the variants and actually have early production units that have been deployed to a couple of key select customers for several of the products within that family.

Okay, thank you. And then just switching gears to the 911 business, are there any outstanding competitions that you're tracking or awards submitted that you're waiting decision on for that business?

Thanks, Mike. We'll let Jeff handle that one. Thanks for the question, Mike.

The simple answer to your question is yes, there's a number. The RFP process obviously with competition is we prefer not to comment on which ones we're in, but there's a number of compelling bids that we're waiting on.

Okay. And then just in terms The current quarter that we're about halfway through, how would you characterize bookings so far in this quarter? And is there any thought on how the second half of the quarter might look like?

We're not going to, we're not in a mode of giving guidance, Mike. And, you know, so at this stage in the quarter, we're really not going to comment on Q4.

Okay. Thank you.

And once more, that is star and one.

And we'll move to Greg Burns with Sedoti. Your line is open.

Hi, good afternoon. The number of products that are discontinued on the satellite side of the business, how much revenue is going to be going away over the next, I guess, over what time frame?

Well, we don't expect it to be a material impact on revenue, but I'll let Daniel get into the specifics on what we cut and what we expect the impact to be.

Absolutely. Thank you for the question. You know, I think we discussed in, you know, the previous earnings calls that we expected the impact as a result of some of these discontinued products to be less than 10% of the satellite and space segment revenue. I think that still aligns with our expectations. I think ultimately we've seen, as we've discontinued a number of these products, it's allowed us to emphasize development Greg Aaronson, Production of some of the newer later generation products that come at a slightly higher margin, I think, ultimately, no material changes expected as a result of. Greg Aaronson, Above what's previously been discussed to revenue as a result of this continuing those products.

Greg Aaronson, Greg Greg. Greg Aaronson, Consistent with a strategy of a focus where we are deliberately. eliminating product lines that are either obsolete or low margin, enabling us to focus better on those products that we can deliver to customers, better solutions at fair and appropriate margins. So this, we hope, will result in better service to customers, more satisfied customers, and improved gross margins.

Okay. And in terrestrial wireless, the revenue has been relatively flat there for a while, and you've mentioned some growth opportunities there. So, we'll see how it looks in terms of maybe returning that segment to growth, and do you have any initiatives in place to improve the margins of that business?

Jeff, you want to get into some more specifics there?

Yeah, sure, Greg. The first part of your questions is growth, and we obviously don't comment on financial performance and growth, but I will tell you from a strategy perspective, we do see in our, what we call our CLT business, a growth opportunity in the international carrier markets, especially in 5G with some of the services we provide the carriers in North America. We're seeing a great move there, which will, from a growth perspective, We also see and are looking at launching some new products. You see in our announcement a new cloud-based call handling product that would enter us into a new segment of the market and open up other markets for us with that. So those are probably the main drivers for growth. On the margin part of your question, we do believe we are looking very, very hard at the architecture and the ways we deploy our next-gen 911 products. That works both historically and in the future for our new customers. And we do believe we can do a better job on our margin performance there. Also, when deploying cloud-based products, it usually has a different margin profile, which I'm counting on to be positive, but we haven't necessarily deployed those yet. That's a new product.

Do you have a target for maybe where you think that the business can operate from maybe an even on margin or operating margin perspective?

At this time, probably wouldn't want to comment on that publicly, but yeah, I would stay just for my comments on the strategy. Okay.

All right.

Thank you. And it does appear that there are no further questions at this time. I would now like to turn it back to the company for any additional or closing remarks.

We'd like to thank you for your continued interest and support of ComTech and look forward to reporting next quarter and beyond. Thank you all for your support and interest in ComTech.

This does conclude today's program. Thank you for your participation. You may disconnect at any time and have a wonderful afternoon.