Comtech Telecommunications Corp.

Welcome to ComTech Telecommunications Corp's conference call for the second quarter of fiscal 2026. As a reminder, this conference call is being recorded. I would now like to turn the call over to Maria Sariello, Senior Director of FP&A of ComTech. Please go ahead, Maria.

Thank you, Operator, and thanks, everyone, for joining us today. I'm here with Ken Traub, Comtex Chairman, President, and CEO, and Mike Bondy, our CFO. After Ken and Mike's remarks, they will be available for questions together with Daniel Gosinski, President of our Satellite and Space Communications segment, and Jeff Robertson, President of our Illyrium segment. 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 are 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 filing. With that, I will turn it over to Kent. Kent?

Thank you, Maria, and good afternoon, everyone.

I appreciate you joining us today. I'm going to discuss some key trends And Mike will discuss our financials in more detail. 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've achieved a book-to-bill ratio of 1.64 times increased our backlog to $732 million and maintained our revenue visibility at approximately $1.1 billion. As previously disclosed, we've 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 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 both current and prospective customers, vendors, and employees. Now I'll provide some commentary on our business units. Our satellite and space communications business continues to improve as a result of our transformation initiatives under Daniel Kaczynski's leadership. As anticipated, net sales in the satellite and space segment declined by 31% as a result of 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 US government shutdown. Examples of revenues that have been phased out include contracts for services, such as the Very Small Aperture Terminal, or VSAT, satellite systems and services contract, and the Global Field Services Representative, or 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, which we refer to as NPRs. Despite the decrease in net sales, S&S improved its operating income to $2.5 million in the second quarter fiscal 2026, compared to $1.2 million in the second quarter fiscal 2025. The year-over-year improvement in satellite and space operating income primarily reflects the cost reduction and optimization initiatives we have implemented, partially offset by increase research and development expenditures. In terms of recent accomplishments, in the second quarter, among our other key wins, Satellite in Space was awarded over $5.5 million of funded orders from several international government end customers who purchased our TropoScatter family of systems, including our multi-path radios and modular transportable transmission systems, which we refer to as MTTS. Satellite in Space also received incremental funding in excess of $4.5 million for ongoing training and support of complex cybersecurity operations for U.S. government customers. We have begun deliveries of initial production units to our prime contractor in support of a next generation satellite modem contract. We anticipate transitioning into full production during fiscal 2026. A second next generation product with the same prime contractor has significantly progressed in development, and it too is expected to begin production deliveries in this fiscal 2026. Furthermore, we have recently begun deliveries of our first digital common ground 7,000 high-speed small form factor software-defined modems to light comms 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 incorporate modern cybersecurity design principles, including integrated transmission security, also known as Transec for over-the-air transmission. These are important milestones as they signify the long-awaited migration from low margin non-recurring engineering efforts to higher volume production with improved operating margins and faster cash conversion cycles. Now I'll provide some commentary on our Allerium segment. Allerium, led by Jeff Robertson, continues to perform well. Net sales were $56.2 million, an increase of 6.2% compared to the second quarter fiscal 2025. Compared to the prior year period, Alarium experienced higher net sales in all three product areas, location-based, next-generation 911, and call handling solutions. Such increase reflects the continued adoption of Alarium's solutions by new customers, as well as the migration of more PSAPs onto Alarium's next-generation 911 core services, cloud-based platforms, and monthly recurring revenue streams. Alarium's operating income was $5.5 million, compared to $3.4 million in the second quarter of fiscal 25. The year-over-year increase reflects higher net sales and gross profit, both in dollars and as a percentage of segment net sales. Alarium is also moving forward with cloud-based and AI-infused software applications designed to deliver advanced emergency communication platforms to its customers. In the second quarter, Alarium received over $107 million of incremental funding toward a multi-year contract extension valued in excess of $130 million by Alarium's largest customer, a leading U.S. telecommunications company in the United States. Alarium was also awarded in excess of $10.5 million in multi-year funding toward the deployment of a new next generation 911 system in the south central region of the United States. With these and other key strategic wins in the US, Canada, and Australia, we believe Alarium's position as a trusted leader in 911, Next Generation 911, and public safety applications translates well to delivering similarly sophisticated solutions for other types of emergencies. Before turning it over to Mike to cover the financials in more detail, I would first like to address one more development of significance during the quarter. 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, claiming he was owed direct contractual damages in excess of $6 million and consequential damages in excess of $35 million. Comtech has defended itself against Mr. Peterman's claims 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 of this year, Mr. Peterman's counsel wrote to the American Arbitration Association with two motions. First, But he voluntarily asked to withdraw Mr. Peterman's claims against Comtech. And second, they sought dismissal of Comtech's counterclaims against Mr. Peterman. In January, 2026, the arbitrator 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. Accordingly, Comtex counterclaims are still pending against Mr. Peterman. Finally, I would like to thank our shareholders for their strong support, including the approval of all of the company's proposals at the fiscal 2025 annual meeting of stockholders on March 9th. With that, I'll turn the call over to Mike to walk through the financials.

Mike? Thank you, Ken, and good afternoon, everyone. Overall, the successful turnaround continues to take root. We are pleased to be delivering another quarter of improved profitability and operating cash flows relative to our recent past. Now let's turn to the financials. Net sales for the second quarter were $106.8 million. This compares to $126.6 million in the second quarter of last year. As Ken just referenced, net sales reflect the impact of the decision to phase out certain low or no margin revenues in our satellite and space communications segment as we continue to streamline our product lines and focus on strategic higher margin opportunities while optimizing cash flow. Timing delays as a result of the recent but prolonged U.S. government shutdown also impacted S&S orders and net sales this past quarter. As for Alarium, Alarium's growth continued this past quarter with Alarium reporting higher net sales in all three product areas as compared to the prior year period. Gross profit in the second quarter was $36.2 million, or 33.9% of net sales, representing an increase from $33.7 million, or 26.7% of net sales in the second quarter of fiscal 2025. This improvement demonstrates the progress we are making in improving our product mix. including our ongoing shift back to higher volume production orders in our satellite ground infrastructure solutions product line. The improvement in our quarterly gross profit percentage builds upon the improving quarterly trend achieved throughout all of fiscal 25 and the first quarter of fiscal 26. In our second quarter of fiscal 2026, we reported an operating loss of $1.2 million, which compares to an operating loss of over $10 million in the second quarter of last year. Our second quarters for each year reflect several non-cash and one-time charges as further discussed in our form 10Q filed earlier today. Excluding such items, our consolidated operating income for the second quarter of fiscal 2026 would have been $6.2 million or 5.8% of net sales as compared to roughly break even in the second quarter of last year. The improvement primarily reflects 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, while set 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. The improvement in our financial performance resulted in $9.1 million of adjusted EBITDA for the second quarter, a 200% plus increase over the $2.9 million in the second quarter of last year. As Ken mentioned, net bookings were $175.4 million in the second quarter, resulting in a strong book-to-bill ratio of 1.64. This compares to 0.63 in the prior year comparable period. Bookings for our second quarter included over $107 million of incremental funding towards Alarium's multi-year contract extension with a large domestic tier one mobile network operator. The improvements in our financial performance also resulted in $4.9 million of positive operating cash flows for the second quarter of fiscal 2026 compared to roughly break even cash flows in the second quarter of last year. As Ken mentioned, This marks our fourth sequential quarter of positive operating cash inflows. The significant improvement from a year ago reflects favorable changes in network and 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 against those contracts. These activities allowed us to further reduce receivables and inventory levels from July 31st, 2025. Also, as a result of our enhanced liquidity, operating cash flows in the more recent period reflect our concerted efforts to maintain lower levels of accounts payable in order to improve the efficiency of our supply chains. Now turning to the balance sheet, as previously disclosed, we amended our credit facility and subordinated credit facility on October 17th, 2024, March 3rd, 2025, and again on July 21st, 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 31st, 2027. These amendments combined with our significantly improved operational and financial performance led to our enhanced financial flexibility and importantly removal of our going concern disclosures in our fiscal 2025 form 10-K filed in November of 2025. As of January 31st, 2026, total outstanding borrowings under our credit facility were just about $125 million. Of such amount, 7.6 million was drawn on the revolver loan. And during the second quarter, we repaid $10 million against the revolver loan and made our scheduled principal payment against the term loan. Total outstanding borrowings under our subordinated credit facility were $102.8 million, including interest paid in kind or accrued on the $35 million subordinated priority term loan. Such total does not include the $32.5 million of May call amounts associated with the $65 million portion of the subordinated credit facility. The liquidation preference of our convertible preferred stock was $213.4 million, excluding potential increases under certain circumstances, and our available sources of liquidity on January 31st, 2026 totaled $49.9 million, which includes qualified cash and cash equivalents of approximately $30.2 million, and the remaining available portion of the revolver loan of $19.6 million. Now with that, let me please turn the call back over to Ken.

Ken? Thank you, Mike. To sum up briefly,

ComTech has executed a successful transformation and is now a much stronger company. Our revitalized financial health is increasingly reassuring to our current and prospective employees, customers, and vendors. I believe this creates a positive flywheel effect as our recent strengthening of our financial position is reassuring to employees, which aids in retention, recruitment, and motivation, reassuring to customers, particularly those that rely on us for mission-critical technologies and services, and reassuring for vendors who now see us as a reliable partner ready to deepen critical relationships. As a reminder, Jeff and Daniel will be joining us for Q&A. With that, operator, please open the call to any questions.

Thank you. If you'd like to ask a question, press star 1 on your keypad. To leave the queue at any time, press star two. Once again, that is star one to ask a question. We'll pause for just a moment to allow everyone a chance to join the queue. Once again, that is star and one. We'll take a question from Keith Housem with North Coast Research. Your line is open.

Good afternoon. Pleasure, guys. I appreciate you guys having me on the call here. Hey, Ken, as we look at the revenue in the quarter, how much of that revenue decline was due to the fiscal discipline you guys are showing versus prior quarters, and perhaps how much was from the federal business? And is that federal business that kind of lost or got pushed out to later quarters?

So, first of all, Keith, welcome. Nice to have you. And if you compare this year to last year, pretty much all, of the decline in satellite and space is the result of phasing out old legacy business that was very low margin and not good business to have. That's the GFSR, the VSAT contract, and the legacy troposcatter. In addition, we did have delays due to the government shutdown. That was offset by new revenue, particularly in the launch of the next generation Tropa Scatter products, as well as the digital ground modem.

Great. As we look forward, is there any more of that low margin business that still has to be worked off just because of prior commitments or anything of that nature?

No, we've phased that revenue out.

Okay, great. And then, just because I'm new to this story here, just trying to understand, there's two modems that are hopefully going to reach production sometime here in the second half of the year. Is there any way to kind of dimensionalize the opportunity, just as kind of we think about the opportunity for the end of the year and perhaps outwards as well?

Keith, can you repeat the question?

Yeah, just on the two contracts that we're going toward hopefully to production here in the second half of the year, I'm just trying to understand if you guys can dimensionalize your horizon context about what the true opportunity is for contact. How do we think about it and perhaps in revenue or number of units or anything? I'm just trying to get my hands around what the opportunity might be.

We want to be careful in the specifics, but Mike, you want to give them some guidance on that transition?

Sure. Hi, Keith. In terms of the two, there's multiple modems that are coming online, actually. One is already in low-rate production, and we are expecting that to kick in in the second half. This is a, you know, a platform that we think will survive for many years. The other program, which we refer to as the EDEM program, We're just about finishing up with development and gearing up for production towards the tail end of the fiscal year. And that's another, I'd say, very long-term program. It's the successor to the EBEM modem that was sold by Viasat. And that was like a 10-year program. And I want to say tens of thousands of modems were sold over that period of time. So that's like, if you think about the installed base that we're going to likely upgrade, maybe not every one of those systems, but there's a good quantity out there to upgrade.

Great. Okay, I appreciate that. If I can get one more in here, if you guys don't mind. Hey, Jeff, nice to meet you here over the phone. In terms of Illyrium, I understand in the PSAP space, AI is being introduced quickly amongst yourself and competitors. Can you perhaps provide a little bit of color about how you guys are embracing AI with your product portfolio? I guess there's a first part. In the second part, how far along are you guys in the transition to the cloud for your customers, or are you guys already there?

Thank you. Yeah, thanks, Keith.

Both great questions. So as it comes to AI and the PSAPs, which are the 911 and dispatch centers, where it's mostly coming into play is they're being bombarded with many different forms of information during an emergency request for help. And we're using AI to kind of collect all the different sources of data and paint a simple emergency response picture so that they can dispatch the right emergency personnel and first responders to appropriate scenes. So that's where we're seeing most of the work being done with AI. But throughout our company, we're also using it in other areas for productivity enhancement, whether it be for development and coding or other just administrative tasks. But I think your question was more along the product, but where we're seeing it early on is in the the gathering of the information during a request for help or emergency. On the second part of your question as it relates to cloud, I think we're a good ways away. I would say we're three quarters of the way down the road in moving our products to cloud. You're seeing we announced last year a new product called Mira, which is coming out shortly, is our cloud-based 911 call handling platform. We've had some really good feedback in the market for that. But we're also moving many of our services we provide in the Next Gen 911 core services. We'll be moving to a private cloud infrastructure. So I'd say we're three quarters of the way through.

Great. Thanks. I'll give it to you guys. Thank you. Appreciate it. Thanks, Keith.

And once more, that is star one for your questions. We'll pause another moment to allow further questions to queue. And at this time, there are no further questions in queue. I will now turn the meeting back to Ken for any additional or closing remarks.

Well, thank you all for joining us today, and we look forward to speaking with you again soon. Thank you all. Have a good evening.

Thank you. Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.