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Index
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM | 10-Q

(Mark One)

☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31, 2022

☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-7928
(Exact name of registrant as specified in its charter)

Delaware |  | 11-2139466
(State or other jurisdiction of incorporation /organization) |  | (I.R.S. Employer Identification Number)
68 South Service Road, Suite 230, Melville, NY |  | 11747
(Address of principal executive offices) |  | (Zip Code)

(631) | 962-7000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.10 per share |  | CMTL |  | Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ |  | Accelerated filer | ☒
Non-accelerated filer | ☐ |  | Smaller reporting company | ☐
|  |  | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
As of December 2, 2022, the number of outstanding shares of Common Stock, par value $0.10 per share, of the registrant was 27,775,309 shares.

Index

COMTECH TELECOMMUNICATIONS CORP. INDEX
|  |  | Page
PART I. FINANCIAL INFORMATION
| Item 1. | Condensed Consolidated Financial Statements | 2
|  | Condensed Consolidated Balance Sheets - October 31, 2022 and July 31, 2022 (Unaudited) | 2
|  | Condensed Consolidated Statements of Operations - Three Months Ended October 31, 2022 and 2021 (Unaudited) | 3
|  | Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - Three Months Ended October 31, 2022 and 2021 (Unaudited) | 4
|  | Condensed Consolidated Statements of Cash Flows - Three Months Ended October 31, 2022 and 2021 (Unaudited) | 5
|  | Notes to Condensed Consolidated Financial Statements (Unaudited) | 7
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 31
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 50
| Item 4. | Controls and Procedures | 51
PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings | 52
| Item 1A. | Risk Factors | 52
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 52
| Item 4. | Mine Safety Disclosures | 52
| Item 6. | Exhibits | 53
|  | Signature Page | 54

1

Index
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

Assets |  | October 31, 2022 |  | July 31, 2022
Current assets: |  |  |  |
Cash and cash equivalents |  | $ | 21,528,000 |  |  | 21,654,000 |
Accounts receivable, net |  | 128,787,000 |  |  | 123,711,000 |
Inventories, net |  | 99,748,000 |  |  | 96,317,000 |
Prepaid expenses and other current assets |  | 19,507,000 |  |  | 21,649,000 |
Total current assets |  | 269,570,000 |  |  | 263,331,000 |
Property, plant and equipment, net |  | 52,688,000 |  |  | 50,363,000 |
Operating lease right-of-use assets, net |  | 49,658,000 |  |  | 49,767,000 |
Goodwill |  | 347,692,000 |  |  | 347,692,000 |
Intangibles with finite lives, net |  | 241,954,000 |  |  | 247,303,000 |
Deferred financing costs, net |  | 811,000 |  |  | 1,014,000 |
Other assets, net |  | 15,452,000 |  |  | 14,827,000 |
Total assets |  | $ | 977,825,000 |  |  | 974,297,000 |
Liabilities, Convertible Preferred Stock and Stockholders’ Equity |  |  |  |
Current liabilities: |  |  |  |
Accounts payable |  | $ | 42,319,000 |  |  | 44,591,000 |
Accrued expenses and other current liabilities |  | 75,441,000 |  |  | 72,662,000 |
Operating lease liabilities, current |  | 8,190,000 |  |  | 8,685,000 |
Dividends payable |  | 2,774,000 |  |  | 2,746,000 |
Contract liabilities |  | 59,809,000 |  |  | 64,601,000 |
Interest payable |  | 250,000 |  |  | 172,000 |
Total current liabilities |  | 188,783,000 |  |  | 193,457,000 |
Non-current portion of long-term debt |  | 148,700,000 |  |  | 130,000,000 |
Operating lease liabilities, non-current |  | 44,427,000 |  |  | 44,423,000 |
Income taxes payable |  | 3,236,000 |  |  | 3,007,000 |
Deferred tax liability, net |  | 14,304,000 |  |  | 15,355,000 |
Long-term contract liabilities |  | 11,719,000 |  |  | 9,975,000 |
Other liabilities |  | 5,381,000 |  |  | 6,291,000 |
Total liabilities |  | 416,550,000 |  |  | 402,508,000 |
Commitments and contingencies (See Note 18) |  |  |  |
Convertible preferred stock, par value $0.10 per share; authorized 125,000 shares; issued 100,000 at October 31, 2022 and July 31, 2022 (includes accrued dividends of $576,000 and 566,000 at October 31, 2022 and July 31, 2022, respectively) |  | 106,914,000 |  |  | 105,204,000 |
Stockholders’ equity: |  |  |  |
Preferred stock, par value $0.10 per share; authorized and unissued 1,875,000 shares |  | — |  |  | — |
Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 42,810,846 and 42,672,827 shares at October 31, 2022 and July 31, 2022, respectively |  | 4,281,000 |  |  | 4,267,000 |
Additional paid-in capital |  | 629,027,000 |  |  | 625,484,000 |
Retained earnings |  | 262,902,000 |  |  | 278,683,000 |
|  | 896,210,000 |  |  | 908,434,000 |
Less: |  |  |  |
Treasury stock, at cost (15,033,317 shares at October 31, 2022 and July 31, 2022) |  | (441,849,000) |  |  | (441,849,000) |
Total stockholders’ equity |  | 454,361,000 |  |  | 466,585,000 |
Total liabilities, convertible preferred stock and stockholders’ equity |  | $ | 977,825,000 |  |  | 974,297,000 |

See accompanying notes to condensed consolidated financial statements.
2

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|  |  |  | Three months ended October 31,
|  |  |  |  |  | 2022 |  | 2021
Net sales |  |  |  |  |  | $ | 131,139,000 |  |  | 116,759,000 |
Cost of sales |  |  |  |  |  | 84,336,000 |  |  | 75,024,000 |
Gross profit |  |  |  |  |  | 46,803,000 |  |  | 41,735,000 |
Expenses: |  |  |  |  |  |  |  |
Selling, general and administrative |  |  |  |  |  | 29,337,000 |  |  | 28,242,000 |
Research and development |  |  |  |  |  | 12,751,000 |  |  | 12,497,000 |
Amortization of intangibles |  |  |  |  |  | 5,349,000 |  |  | 5,349,000 |
CEO transition costs |  |  |  |  |  | 9,090,000 |  |  | — |
Proxy solicitation costs |  |  |  |  |  | — |  |  | 2,162,000 |
|  |  |  |  |  | 56,527,000 |  |  | 48,250,000 |
Operating loss |  |  |  |  |  | (9,724,000) |  |  | (6,515,000) |
Other expenses (income): |  |  |  |  |  |  |  |
Interest expense |  |  |  |  |  | 2,235,000 |  |  | 1,607,000 |
Interest (income) and other |  |  |  |  |  | (255,000) |  |  | 219,000 |
Change in fair value of convertible preferred stock purchase option liability |  |  |  |  |  | — |  |  | (304,000) |
Loss before benefit from income taxes |  |  |  |  |  | (11,704,000) |  |  | (8,037,000) |
Benefit from income taxes |  |  |  |  |  | (608,000) |  |  | (2,053,000) |
Net loss |  |  |  |  |  | $ | (11,096,000) |  |  | (5,984,000) |
Adjustments to reflect redemption value of convertible preferred stock: |  |  |  |  |  |  |  |
Dividend on convertible preferred stock |  |  |  |  |  | (1,710,000) |  |  | (235,000) |
Convertible preferred stock issuance costs |  |  |  |  |  | — |  |  | (4,007,000) |
Establishment of initial convertible preferred stock purchase option liability |  |  |  |  |  | — |  |  | (1,005,000) |
Net loss attributable to common stockholders |  |  |  |  |  | $ | (12,806,000) |  |  | (11,231,000) |
Net loss per common share (See Note 5): |  |  |  |  |  |  |  |
Basic |  |  |  |  |  | $ | (0.46) |  |  | (0.43) |
Diluted |  |  |  |  |  | $ | (0.46) |  |  | (0.43) |
Weighted average number of common shares outstanding – basic |  |  |  |  |  | 27,830,000 |  |  | 26,426,000 |
Weighted average number of common and common equivalent shares outstanding – diluted |  |  |  |  |  | 27,830,000 |  |  | 26,426,000 |

See accompanying notes to condensed consolidated financial statements.
3

Index

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(Unaudited)

|  | Three months ended October 31, 2022 and 2021 |  |
|  | Series A Convertible Preferred Stock |  | Common Stock |  | Additional Paid-in Capital |  | Retained Earnings |  | Treasury Stock |  | Stockholders' Equity |  |
|  | Shares |  | Amount |  | Shares |  | Amount |  |  |  | Shares |  | Amount |  |
Balance as of July 31, 2021 |  | — |  |  | $ | — |  |  | 41,281,812 |  |  | $ | 4,128,000 |  |  | $ | 605,439,000 |  |  | $ | 333,001,000 |  |  | 15,033,317 |  |  | $ | (441,849,000) |  |  | $ | 500,719,000 |  |  |
Equity-classified stock award compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | 921,000 |  |  | — |  |  | — |  |  | — |  |  | 921,000 |  |  |
Proceeds from issuance of employee stock purchase plan shares |  | — |  |  | — |  |  | 10,540 |  |  | 1,000 |  |  | 228,000 |  |  | — |  |  | — |  |  | — |  |  | 229,000 |  |  |
Issuance of restricted stock, net of forfeiture |  | — |  |  | — |  |  | 13,428 |  |  | 1,000 |  |  | (1,000) |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Net settlement of stock-based awards |  | — |  |  | — |  |  | 74,461 |  |  | 8,000 |  |  | (2,135,000) |  |  | — |  |  | — |  |  | — |  |  | (2,127,000) |  |  |
Issuance of convertible preferred stock |  | 100,000 |  |  | 100,000,000 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Convertible preferred stock issuance costs |  | — |  |  | (4,007,000) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Establishment of initial convertible preferred stock purchase option liability |  | — |  |  | (1,005,000) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) |  | — |  |  | 5,247,000 |  |  | — |  |  | — |  |  | — |  |  | (5,247,000) |  |  | — |  |  | — |  |  | (5,247,000) |  |  |
Cash dividends declared, net ($0.10 per share) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (2,629,000) |  |  | — |  |  | — |  |  | (2,629,000) |  |  |
Accrual of dividend equivalents, net of reversal ($0.10 per share) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (88,000) |  |  | — |  |  | — |  |  | (88,000) |  |  |
Net loss |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (5,984,000) |  |  | — |  |  | — |  |  | (5,984,000) |  |  |
Balance as of October 31, 2021 |  | 100,000 |  |  | $ | 100,235,000 |  |  | 41,380,241 |  |  | $ | 4,138,000 |  |  | $ | 604,452,000 |  |  | $ | 319,053,000 |  |  | 15,033,317 |  |  | $ | (441,849,000) |  |  | $ | 485,794,000 |  |  |
Balance as of July 31, 2022 |  | 100,000 |  |  | $ | 105,204,000 |  |  | 42,672,827 |  |  | $ | 4,267,000 |  |  | $ | 625,484,000 |  |  | $ | 278,683,000 |  |  | 15,033,317 |  |  | $ | (441,849,000) |  |  | $ | 466,585,000 |  |  |
Equity-classified stock award compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | 904,000 |  |  | — |  |  | — |  |  | — |  |  | 904,000 |  |  |
CEO transition costs related to equity-classified stock-based awards (See Note 1) |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,764,000 |  |  | — |  |  | — |  |  | — |  |  | 3,764,000 |  |  |
Proceeds from issuance of employee stock purchase plan shares |  | — |  |  | — |  |  | 15,017 |  |  | 2,000 |  |  | 117,000 |  |  | — |  |  | — |  |  | — |  |  | 119,000 |  |  |
Issuance of restricted stock, net of forfeiture |  | — |  |  | — |  |  | 10,718 |  |  | 1,000 |  |  | (1,000) |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Net settlement of stock-based awards |  | — |  |  | — |  |  | 112,284 |  |  | 11,000 |  |  | (1,241,000) |  |  | — |  |  | — |  |  | — |  |  | (1,230,000) |  |  |
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) |  | — |  |  | 1,710,000 |  |  | — |  |  | — |  |  | — |  |  | (1,710,000) |  |  | — |  |  | — |  |  | (1,710,000) |  |  |
Cash dividends declared, net ($0.10 per share) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (2,774,000) |  |  | — |  |  | — |  |  | (2,774,000) |  |  |
Accrual of dividend equivalents, net of reversal ($0.10 per share) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (201,000) |  |  | — |  |  | — |  |  | (201,000) |  |  |
Net loss |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (11,096,000) |  |  | — |  |  | — |  |  | (11,096,000) |  |  |
Balance as of October 31, 2022 |  | 100,000 |  |  | $ | 106,914,000 |  |  | 42,810,846 |  |  | $ | 4,281,000 |  |  | $ | 629,027,000 |  |  | $ | 262,902,000 |  |  | 15,033,317 |  |  | $ | (441,849,000) |  |  | $ | 454,361,000 |  |  |

See accompanying notes to condensed consolidated financial statements.
4

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|  | Three months ended October 31, |
|  | 2022 |  | 2021 |
Cash flows from operating activities: |  |  |  |  |  |  |
Net loss |  | $ | (11,096,000) |  |  | (5,984,000) |  |  |  |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |  |  |  |  |  |
Depreciation and amortization of property, plant and equipment |  | 2,798,000 |  |  | 2,241,000 |  |  |  |
Amortization of intangible assets with finite lives |  | 5,349,000 |  |  | 5,349,000 |  |  |  |
Amortization of stock-based compensation |  | 904,000 |  |  | 921,000 |  |  |  |
Amortization of cost to fulfill assets |  | 240,000 |  |  | — |  |  |  |
CEO transition costs related to equity-classified stock-based awards |  | 3,764,000 |  |  | — |  |  |  |
Amortization of deferred financing costs |  | 203,000 |  |  | 203,000 |  |  |  |
Change in fair value of convertible preferred stock purchase option liability |  | — |  |  | (304,000) |  |  |  |
Changes in other liabilities |  | (1,033,000) |  |  | (1,033,000) |  |  |  |
Loss on disposal of property, plant and equipment |  | 71,000 |  |  | — |  |  |  |
Provision for (benefit from) allowance for doubtful accounts |  | 242,000 |  |  | (156,000) |  |  |  |
Provision for excess and obsolete inventory |  | 847,000 |  |  | 1,175,000 |  |  |  |
Deferred income tax (benefit) expense |  | (1,217,000) |  |  | 175,000 |  |  |  |
Changes in assets and liabilities, net of effects of business acquisitions: |  |  |  |  |  |  |
Accounts receivable |  | (5,318,000) |  |  | 21,450,000 |  |  |  |
Inventories |  | (4,278,000) |  |  | (8,513,000) |  |  |  |
Prepaid expenses and other current assets |  | 1,581,000 |  |  | 1,507,000 |  |  |  |
Other assets |  | (714,000) |  |  | (537,000) |  |  |  |
Accounts payable |  | (1,555,000) |  |  | (6,353,000) |  |  |  |
Accrued expenses and other current liabilities |  | 5,256,000 |  |  | 814,000 |  |  |  |
Contract liabilities |  | (3,048,000) |  |  | (3,503,000) |  |  |  |
Other liabilities, non-current |  | (61,000) |  |  | (2,000) |  |  |  |
Interest payable |  | 78,000 |  |  | (66,000) |  |  |  |
Income taxes payable |  | 790,000 |  |  | (2,605,000) |  |  |  |
Net cash (used in) provided by operating activities |  | (6,197,000) |  |  | 4,779,000 |  |  |  |
Cash flows from investing activities: |  |  |  |  |  |  |
Purchases of property, plant and equipment |  | (7,221,000) |  |  | (3,638,000) |  |  |  |
Net cash used in investing activities |  | (7,221,000) |  |  | (3,638,000) |  |  |  |
Cash flows from financing activities: |  |  |  |  |  |  |
Proceeds from issuance of convertible preferred stock |  | — |  |  | 100,000,000 |  |  |  |
Net borrowings (payments) of long-term debt under Credit Facility |  | 18,700,000 |  |  | (93,000,000) |  |  |  |
Remittance of employees' statutory tax withholding for stock awards |  | (2,332,000) |  |  | (4,723,000) |  |  |  |
Cash dividends paid on common stock |  | (3,092,000) |  |  | (2,916,000) |  |  |  |
Payment of convertible preferred stock issuance costs |  | — |  |  | (530,000) |  |  |  |
Payment of deferred financing costs |  | — |  |  | (140,000) |  |  |  |
Repayment of principal amounts under finance lease liabilities |  | (2,000) |  |  | (5,000) |  |  |  |
Payment of shelf registration costs |  | (101,000) |  |  | — |  |  |  |
Proceeds from issuance of employee stock purchase plan shares |  | 119,000 |  |  | 229,000 |  |  |  |
Net cash provided by (used in) financing activities |  | 13,292,000 |  |  | (1,085,000) |  |  |  |
Net (decrease) increase in cash and cash equivalents |  | (126,000) |  |  | 56,000 |  |  |  |
Cash and cash equivalents at beginning of period |  | 21,654,000 |  |  | 30,861,000 |  |  |  |
Cash and cash equivalents at end of period |  | $ | 21,528,000 |  |  | 30,917,000 |  |  |  |

See accompanying notes to condensed consolidated financial statements.
5

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)

|  | Three months ended October 31,
|  | 2022 |  | 2021
Supplemental cash flow disclosures: |  |  |  |
Cash paid (received) during the period for: |  |  |  |
Interest |  | $ | 1,947,000 |  |  | 1,345,000 |
Income taxes, net |  | $ | (181,000) |  |  | 387,000 |
Non-cash investing and financing activities: |  |  |  |
Accrued additions to property, plant and equipment |  | $ | 1,818,000 |  |  | 1,878,000 |
Cash dividends declared on common stock but unpaid (including accrual of dividend equivalents) |  | $ | 2,975,000 |  |  | 2,717,000 |
Accrued convertible preferred stock issuance costs |  | $ | — |  |  | 3,477,000 |
Reclassification of finance lease right-of-use assets to property, plant and equipment |  | $ | 12,000 |  |  | — |
Establishment of initial convertible preferred stock purchase option liability |  | $ | — |  |  | 1,005,000 |
Adjustment to reflect redemption value of convertible preferred stock |  | $ | 1,710,000 |  |  | 5,247,000 |

See accompanying notes to condensed consolidated financial statements.
6

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) General
The accompanying condensed consolidated financial statements of Comtech Telecommunications Corp. and its subsidiaries ("Comtech," "we," "us," or "our") as of and for the three months ended October 31, 2022 and 2021 are unaudited. In the opinion of management, the information furnished reflects all material adjustments (which include normal recurring adjustments) necessary for a fair presentation of the results for the unaudited interim periods. Our results of operations for such periods are not necessarily indicative of the results of operations to be expected for the full fiscal year.
The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the condensed consolidated financial statements, and the reported amounts of net sales and expenses during the reported period. Actual results may differ from those estimates.
Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements, filed with the Securities and Exchange Commission ("SEC"), for the fiscal year ended July 31, 2022 and the notes thereto contained in our Annual Report on Form 10-K, and all of our other filings with the SEC.
Reclassifications
Certain reclassifications have been made to previously reported condensed consolidated financial statements to conform to the fiscal 2023 presentation.
CEO Transition Costs
On August 9, 2022, our Board of Directors appointed our Chairman of the Board, Ken Peterman, as President and Chief Executive Officer ("CEO"). Transition costs related to our former President and CEO, Michael D. Porcelain, pursuant to his separation agreement with the Company, were $7,424,000, of which $3,764,000 related to the acceleration of unamortized stock based compensation, with the remaining $3,660,000 related to his severance payments and benefits upon termination of employment. The cash portion of the transition costs of $3,660,000 was paid to Mr. Porcelain in October 2022. Also, in connection with Mr. Peterman entering into an employment agreement with the Company, effective as of August 9, 2022, we incurred a $1,000,000 expense related to a cash sign-on bonus. CEO transition costs related to Mr. Porcelain and Mr. Peterman were expensed in our Unallocated segment during the first quarter of fiscal 2023.
(2) Adoption of Accounting Standards and Updates
We are required to prepare our condensed consolidated financial statements in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") which is the source for all authoritative U.S. generally accepted accounting principles, which are commonly referred to as "GAAP." The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates ("ASUs"). ASUs issued, but not effective until after October 31, 2022, are not expected to have a material impact on our condensed consolidated financial statements or disclosures.
7

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(3) Revenue Recognition
In accordance with FASB ASC 606 - Revenue from Contracts with Customers ("ASC 606"), we record revenue in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. Under ASC 606, we follow a five-step model to: (1) identify the contract with our customer; (2) identify our performance obligations in our contract; (3) determine the transaction price for our contract; (4) allocate the transaction price to our performance obligations; and (5) recognize revenue using one of the following two methods:
•Over time - We recognize revenue using the over time method when there is a continuous transfer of control to the customer over the contractual period of performance. This generally occurs when we enter into a long-term contract relating to the design, development or manufacture of complex equipment or technology platforms to a buyer’s specification (or to provide services related to the performance of such contracts). Continuous transfer of control is typically supported by contract clauses which allow our customers to unilaterally terminate a contract for convenience, pay for costs incurred plus a reasonable profit and take control of work-in-process. Revenue recognized over time is generally based on the extent of progress toward completion of the related performance obligations. The selection of the method to measure progress requires judgment and is based on the nature of the products or services provided. In certain instances, typically for firm fixed-price contracts, we use the cost-to-cost measure because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion, including warranty costs. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill generally include direct labor, materials, subcontractor costs, other direct costs and an allocation of indirect costs. When these contracts are modified, the additional goods or services are generally not distinct from those already provided. As a result, these modifications form part of an existing contract and we must update the transaction price and our measure of progress for the single performance obligation and recognize a cumulative catch-up to revenue and gross profits.
For over time contracts using a cost-to-cost measure of progress, we have an estimate at completion ("EAC") process in which management reviews the progress and execution of our performance obligations. This EAC process requires management judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for schedule and technical issues. Since certain contracts extend over a long period of time, the impact of revisions in revenue and or cost estimates during the progress of work may impact current period earnings through a cumulative adjustment. Additionally, if the EAC process indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract revenue and cost estimates for significant contracts are generally reviewed and reassessed at least quarterly.
The cost-to-cost method is principally used to account for contracts in our Satellite and Space Communications segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our public safety and location technologies product line within our Terrestrial and Wireless Networks segment. For service-based contracts in our Terrestrial and Wireless Networks segment, we also recognize revenue over time. These services are typically recognized as a series of services performed over the contract term using the straight-line method, or based on our customers’ actual usage of the networks and platforms which we provide.
•Point in time - When a performance obligation is not satisfied over time, we must record revenue using the point in time accounting method which generally results in revenue being recognized upon shipment or delivery of a promised good or service to a customer. This generally occurs when we enter into short term contracts or purchase orders where items are provided to customers with relatively quick turn-around times. Modifications to such contracts and or purchase orders, which typically provide for additional quantities or services, are accounted for as a new contract because the pricing for these additional quantities or services are based on standalone selling prices.
8

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Point in time accounting is principally applied to contracts in our satellite ground station technologies product line (which includes satellite modems, solid-state and traveling wave tube amplifiers) and certain contracts for our solid-state, high-power RF amplifiers. The contracts related to these product lines do not meet the requirements for over time revenue recognition because our customers cannot utilize the equipment for its intended purpose during any phase of our manufacturing process; customers do not simultaneously receive and or consume the benefits provided by our performance; customers do not control the asset (i.e., prior to delivery, customers cannot direct the use of the asset, sell or exchange the equipment, etc.); and, although many of our contracts have termination for convenience clauses and or an enforceable right to payment for performance completed to date, our performance creates an asset with an alternative use through the point of delivery.
In determining that our equipment has alternative use, we considered the underlying manufacturing process for our products. In the early phases of manufacturing, raw materials and work in process (including subassemblies) consist of common parts that are highly fungible among many different types of products and customer applications. Finished products are either configured to our standard configuration or based on our customers’ specifications. Finished products, whether built to our standard specification or to a customers’ specification, can be sold to a variety of customers and across many different end use applications with minimal rework, if needed, and without incurring a significant economic loss.
When identifying a contract with our customer, we consider when it has approval and commitment from both parties, if the rights of the parties are identified, if the payment terms are identified, if it has commercial substance and if collectability is probable.
When identifying performance obligations, we consider whether there are multiple promises and how to account for them. In our contracts, multiple promises are separated if they are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or comprise a series of distinct services performed over time, they are combined into a single performance obligation. In some cases, we may also provide the customer with an additional service-type warranty, which we recognize as a separate performance obligation. Service-type warranties do not represent a significant portion of our consolidated net sales. When service-type warranties represent a separate performance obligation, the revenue is deferred and recognized ratably over the extended warranty period. Our contracts, from time-to-time, may also include options for additional goods and services. To date, these options have not represented material rights to the customer as the pricing for them reflects standalone selling prices. As a result, we do not consider options we offer to be performance obligations for which we must allocate a portion of the transaction price. In many cases, we provide assurance-type warranty coverage for some of our products for a period of at least one year from the date of delivery.
When identifying the transaction price, we typically utilize the contract's stated price as a starting point. The transaction price in certain arrangements may include estimated amounts of variable consideration, including award fees, incentive fees or other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved. The estimation of this variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (e.g., historical, current and forecasted) that is reasonably available to us.
When allocating the contract’s transaction price, we consider each distinct performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives and internally approved pricing guidelines related to the performance obligations.
9

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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Most of our contracts with customers are denominated in U.S. dollars and typically are either firm fixed-price or cost reimbursable type contracts (including fixed-fee, incentive-fee and time-and-material type contracts). In almost all of our contracts with customers, we are the principal in the arrangement and report revenue on a gross basis. Transaction prices for contracts with U.S. domestic and international customers are usually based on specific negotiations with each customer and in the case of the U.S. government, sometimes based on estimated or actual costs of providing the goods or services in accordance with applicable regulations. Sales by geography and customer type, as a percentage of consolidated net sales, are as follows:

|  |  |  | Three months ended October 31,
|  |  |  |  |  | 2022 |  | 2021 |  |
United States |  |  |  |  |  |  |  |  |  |
U.S. government |  |  |  |  |  | 32.1 | % |  | 30.1 | % |  |
Domestic |  |  |  |  |  | 46.7 | % |  | 48.5 | % |  |
Total United States |  |  |  |  |  | 78.8 | % |  | 78.6 | % |  |
International |  |  |  |  |  | 21.2 | % |  | 21.4 | % |  |
Total |  |  |  |  |  | 100.0 | % |  | 100.0 | % |  |

Sales to U.S. government customers include sales to the U.S. Department of Defense ("DoD"), intelligence and civilian agencies, as well as sales directly to or through prime contractors. Domestic sales include sales to commercial customers, as well as to U.S. state and local governments. Included in domestic sales are sales to Verizon Communications Inc. ("Verizon"), which accounted for 12.5% and 11.7% of consolidated net sales for the three months ended October 31, 2022 and 2021, respectively. Except for the U.S., no individual country (including sales to U.S. domestic companies for inclusion in products that are sold to a foreign country) represented more than 10.0% of consolidated net sales for the three months ended October 31, 2022 and 2021.
The following tables summarize our disaggregation of revenue consistent with information reviewed by our Chief Operating Decision Maker ("CODM") for the three months ended October 31, 2022 and 2021. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors which impact our business:

|  |  |  | Three months ended October 31, 2022
|  |  |  |  |  |  |  | Satellite and Space Communications |  | Terrestrial and Wireless Networks |  | Total
Geographical region and customer type |  |  |  |  |  |  |  |  |  |  |  |
U.S. government |  |  |  |  |  |  |  | $ | 41,013,000 |  |  | 1,038,000 |  |  | $ | 42,051,000 |
Domestic |  |  |  |  |  |  |  | 15,244,000 |  |  | 46,011,000 |  |  | 61,255,000 |
Total United States |  |  |  |  |  |  |  | 56,257,000 |  |  | 47,049,000 |  |  | 103,306,000 |
International |  |  |  |  |  |  |  | 24,616,000 |  |  | 3,217,000 |  |  | 27,833,000 |
Total |  |  |  |  |  |  |  | $ | 80,873,000 |  |  | 50,266,000 |  |  | $ | 131,139,000 |
Contract type |  |  |  |  |  |  |  |  |  |  |  |
Firm fixed-price |  |  |  |  |  |  |  | $ | 69,875,000 |  |  | 50,266,000 |  |  | $ | 120,141,000 |
Cost reimbursable |  |  |  |  |  |  |  | 10,998,000 |  |  | — |  |  | 10,998,000 |
Total |  |  |  |  |  |  |  | $ | 80,873,000 |  |  | 50,266,000 |  |  | $ | 131,139,000 |
Transfer of control |  |  |  |  |  |  |  |  |  |  |  |
Point in time |  |  |  |  |  |  |  | $ | 55,000,000 |  |  | 84,000 |  |  | $ | 55,084,000 |
Over time |  |  |  |  |  |  |  | 25,873,000 |  |  | 50,182,000 |  |  | 76,055,000 |
Total |  |  |  |  |  |  |  | $ | 80,873,000 |  |  | 50,266,000 |  |  | $ | 131,139,000 |

10

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|  |  |  | Three months ended October 31, 2021
|  |  |  |  |  |  |  | Satellite and Space Communications |  | Terrestrial and Wireless Networks |  | Total
Geographical region and customer type |  |  |  |  |  |  |  |  |  |  |  |
U.S. government |  |  |  |  |  |  |  | $ | 33,897,000 |  |  | 1,272,000 |  |  | $ | 35,169,000 |
Domestic |  |  |  |  |  |  |  | 10,787,000 |  |  | 45,768,000 |  |  | 56,555,000 |
Total United States |  |  |  |  |  |  |  | 44,684,000 |  |  | 47,040,000 |  |  | 91,724,000 |
International |  |  |  |  |  |  |  | 19,876,000 |  |  | 5,159,000 |  |  | 25,035,000 |
Total |  |  |  |  |  |  |  | $ | 64,560,000 |  |  | 52,199,000 |  |  | $ | 116,759,000 |
Contract type |  |  |  |  |  |  |  |  |  |  |  |
Firm fixed-price |  |  |  |  |  |  |  | $ | 56,903,000 |  |  | 52,199,000 |  |  | $ | 109,102,000 |
Cost reimbursable |  |  |  |  |  |  |  | 7,657,000 |  |  | — |  |  | 7,657,000 |
Total |  |  |  |  |  |  |  | $ | 64,560,000 |  |  | 52,199,000 |  |  | $ | 116,759,000 |
Transfer of control |  |  |  |  |  |  |  |  |  |  |  |
Point in time |  |  |  |  |  |  |  | $ | 40,616,000 |  |  | 147,000 |  |  | $ | 40,763,000 |
Over time |  |  |  |  |  |  |  | 23,944,000 |  |  | 52,052,000 |  |  | 75,996,000 |
Total |  |  |  |  |  |  |  | $ | 64,560,000 |  |  | 52,199,000 |  |  | $ | 116,759,000 |

The timing of revenue recognition, billings and collections results in receivables, unbilled receivables and contract liabilities on our Condensed Consolidated Balance Sheet. Under typical payment terms for our contracts accounted for over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly) or upon achievement of contractual milestones. For certain contracts with provisions that are intended to protect customers in the event we do not satisfy our performance obligations, billings occur subsequent to revenue recognition, resulting in unbilled receivables. Under ASC 606, unbilled receivables constitute contract assets. There were no material impairment losses recognized on contract assets during the three months ended October 31, 2022 and 2021, respectively. On large long-term contracts, and for contracts with international customers that do not do business with us regularly, payment terms typically require advanced payments and deposits. Under ASC 606, payments received from customers in excess of revenue recognized to-date results in a contract liability. These contract liabilities are not considered to represent a significant financing component of the contract because we believe these cash advances and deposits are generally used to meet working capital demands which can be higher in the earlier stages of a contract. Also, advanced payments and deposits provide us with some measure of assurance that the customer will perform on its obligations under the contract. Under the typical payment terms for our contracts accounted for at a point in time, costs are accumulated in inventory until the time of billing, which generally coincides with revenue recognition. Of the contract liability balance at July 31, 2022 and July 31, 2021, $21,628,000 and $24,973,000 was recognized as revenue during the three months ended October 31, 2022 and 2021, respectively.
We recognize the incremental costs to obtain or fulfill a contract as an expense when incurred if the amortization period of the asset is one year or less; otherwise, such costs are capitalized and amortized over the estimated life of the contract. During the three months ended October 31, 2022 and 2021, incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material.
As commissions payable to our internal sales and marketing employees or contractors are contingent upon multiple factors, such commissions are not considered direct costs to obtain or fulfill a contract with a customer and are expensed as incurred in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. As for commissions payable to our third-party sales representatives related to long-term contracts, we do consider these types of commissions both direct and incremental costs to obtain and fulfill such contracts. Therefore, such types of commissions are included in total estimated costs at completion for such contracts and expensed over time through cost of sales on our Condensed Consolidated Statements of Operations.
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Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the end of a fiscal period. Remaining performance obligations, which we refer to as backlog, exclude unexercised contract options and potential orders under indefinite delivery / indefinite quantity ("IDIQ") contracts. As of October 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $668,159,000 (which represents the amount of our consolidated funded backlog). We estimate that a substantial portion of our remaining performance obligations at October 31, 2022 will be completed and recognized as revenue during the next twenty-four month period, with the rest thereafter. During the three months ended October 31, 2022, revenue recognized from performance obligations satisfied, or partially satisfied, in previous periods (for example due to changes in the transaction price) was not material.
(4) Fair Value Measurements and Financial Instruments
Using the fair value hierarchy described in FASB ASC 820 "Fair Value Measurements and Disclosures," we valued our cash and cash equivalents using Level 1 inputs that were based on quoted market prices. We believe that the carrying amounts of our other current financial assets (such as accounts receivable) and other current liabilities (including accounts payable and accrued expenses) approximate their fair values due to their short-term maturities.
The fair value of our Credit Facility that we entered into on October 31, 2018 approximates its carrying amount due to its variable interest rate and pricing grid that is dependent upon our leverage ratio as of the end of each fiscal quarter. See Note (9) - "Credit Facility - Subsequent Event" for more information.
As of October 31, 2022 and July 31, 2022, other than the financial instruments discussed above, we had no other significant assets or liabilities included in our Condensed Consolidated Balance Sheets recorded at fair value, as such term is defined by FASB ASC 820.
(5) Earnings Per Share
Our basic earnings per share ("EPS") is computed based on the weighted average number of common shares (including vested but unissued stock units, share units, performance shares and restricted stock units ("RSUs")) outstanding during each respective period. Our diluted EPS reflects the dilution from potential common stock issuable pursuant to the exercise of equity-classified stock-based awards, settlement of escrow arrangements related to our acquisition of UHP Networks Inc. ("UHP") and the assumed conversion of Convertible Preferred Stock, if dilutive, outstanding during each respective period. Pursuant to FASB ASC 260 "Earnings Per Share," shares whose issuance is contingent upon the satisfaction of certain conditions are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period. When calculating our diluted earnings per share, we consider the amount an employee must pay upon assumed exercise of stock-based awards and the amount of stock-based compensation cost attributed to future services and not yet recognized.
There were no repurchases of our common stock during the three months ended October 31, 2022 and 2021. See Note (17) - "Stockholders’ Equity" for more information.
Weighted average stock options, RSUs and restricted stock outstanding of 1,169,000 and 1,525,000 shares for the three months ended October 31, 2022 and 2021, respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Our EPS calculations exclude 383,000 and 239,000 weighted average performance shares outstanding for the three months ended October 31, 2022 and 2021, respectively, as the performance conditions have not yet been satisfied. However, the numerator for EPS calculations for each respective period is reduced by the compensation expense related to these awards.
Weighted average common shares of 324,000 and 340,000 related to our acquisition of UHP in March 2021 were not included in our diluted EPS calculation for the three months ended October 31, 2022 and 2021, respectively, because their effect would have been anti-dilutive.
Weighted average common shares of 4,460,000 and 577,000 underlying the assumed conversion of Convertible Preferred Stock, on an if-converted basis, were not included in our diluted EPS calculation for the three months ended October 31, 2022 and 2021, respectively, because their effect would have been anti-dilutive. As a result, the numerator for our basic and diluted EPS calculation for the three months ended October 31, 2022 and 2021 is the respective net loss attributable to common stockholders.
12

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations:

|  |  | Three months ended October 31,
|  |  |  |  | 2022 |  | 2021
Numerator: |  |  |  |  |  |  |
Net loss |  |  |  |  | $ | (11,096,000) |  |  | (5,984,000) |
Convertible preferred stock issuance costs |  |  |  |  | — |  |  | (4,007,000) |
Establishment of initial convertible preferred stock purchase option liability |  |  |  |  | — |  |  | (1,005,000) |
Dividend on convertible preferred stock |  |  |  |  | (1,710,000) |  |  | (235,000) |
Net loss attributable to common stockholders |  |  |  |  | $ | (12,806,000) |  |  | (11,231,000) |
Denominator: |  |  |  |  |  |  |
Denominator for basic and diluted calculation |  |  |  |  | 27,830,000 |  |  | 26,426,000 |

As discussed further in Note (16) - "Convertible Preferred Stock," the Convertible Preferred Stock issued in October 2021 represents a "participating security" as defined in ASC 260. As a result, our EPS calculations for the three months ended October 31, 2022 and 2021 were based on the two-class method. Given the net loss attributable to common stockholders for the three months ended October 31, 2022 and 2021, there was no impact of applying the two-class method to our reported basic or diluted earnings per common share.
(6) Accounts Receivable
Accounts receivable consist of the following at:

|  | October 31, 2022 |  | July 31, 2022
Receivables from commercial and international customers |  | $ | 58,863,000 |  |  | 59,922,000 |
Unbilled receivables from commercial and international customers |  | 45,109,000 |  |  | 39,826,000 |
Receivables from the U.S. government and its agencies |  | 22,427,000 |  |  | 24,776,000 |
Unbilled receivables from the U.S. government and its agencies |  | 4,948,000 |  |  | 1,524,000 |
Total accounts receivable |  | 131,347,000 |  |  | 126,048,000 |
Less allowance for doubtful accounts |  | 2,560,000 |  |  | 2,337,000 |
Accounts receivable, net |  | $ | 128,787,000 |  |  | 123,711,000 |

Unbilled receivables as of October 31, 2022 relate to contracts-in-progress for which revenue has been recognized, but for which we have not yet earned the right to bill the customer for work performed to-date. Under ASC 606, unbilled receivables constitute contract assets. Management estimates that a substantial portion of the amounts not yet billed at October 31, 2022 will be billed and collected within one year.
As of October 31, 2022, except for the U.S. government (and its agencies), Verizon and AT&T, which represented 20.8%, 18.3% and 11.3%, of total accounts receivable, respectively, there were no other customers which accounted for greater than 10% of total accounts receivable.
As of July 31, 2022, except for the U.S. government (and its agencies) and Verizon, which represented 20.9% and 13.4% of total accounts receivable, respectively, there were no other customers which accounted for greater than 10% of total accounts receivable.
13

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(7) Inventories
Inventories consist of the following at:

|  | October 31, 2022 |  | July 31, 2022
Raw materials and components |  | $ | 81,288,000 |  |  | 78,478,000 |
Work-in-process and finished goods |  | 42,363,000 |  |  | 40,960,000 |
Total inventories |  | 123,651,000 |  |  | 119,438,000 |
Less reserve for excess and obsolete inventories |  | 23,903,000 |  |  | 23,121,000 |
Inventories, net |  | $ | 99,748,000 |  |  | 96,317,000 |

As of October 31, 2022 and July 31, 2022, the amount of inventory directly related to long-term contracts (including contracts-in-progress) was $4,537,000 and $4,100,000, respectively, and the amount of inventory related to contracts from third-party commercial customers who outsource their manufacturing to us was $2,039,000 and $1,866,000, respectively.
(8) Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following at:

|  | October 31, 2022 |  | July 31, 2022
Accrued wages and benefits |  | $ | 26,282,000 |  |  | 25,675,000 |
Accrued warranty obligations |  | 9,394,000 |  |  | 9,420,000 |
Accrued contract costs |  | 17,149,000 |  |  | 15,921,000 |
Accrued commissions and royalties |  | 6,393,000 |  |  | 5,697,000 |
Accrued legal costs |  | 2,724,000 |  |  | 2,514,000 |
Other |  | 13,499,000 |  |  | 13,435,000 |
Accrued expenses and other current liabilities |  | $ | 75,441,000 |  |  | 72,662,000 |

Accrued contract costs represent direct and indirect costs on contracts as well as estimates of amounts owed for invoices not yet received from vendors or reflected in accounts payable.
Accrued warranty obligations as of October 31, 2022 relate to estimated liabilities for assurance type warranty coverage that we provide to our customers. We generally provide warranty coverage for some of our products for a period of at least one year from the date of delivery. We record a liability for estimated warranty expense based on historical claims, product failure rates, consideration of contractual obligations, future costs to resolve software issues and other factors. Some of our product warranties are provided under long-term contracts, the costs of which are incorporated into our estimates of total contract costs.
Changes in our accrued warranty obligations during the three months ended October 31, 2022 and 2021 were as follows:

|  | Three months ended October 31,
|  | 2022 |  | 2021
Balance at beginning of period |  | $ | 9,420,000 |  |  | 17,600,000 |
Provision for warranty obligations |  | 409,000 |  |  | 271,000 |
Charges incurred |  | (435,000) |  |  | (982,000) |
Balance at end of period |  | $ | 9,394,000 |  |  | 16,889,000 |

14

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(9) Credit Facility
On October 31, 2018, we entered into a First Amended and Restated Credit Agreement (the "Credit Facility") with a syndicate of lenders. On November 30, 2022, we entered into the Second Amended and Restated Credit Agreement (the “Amended Credit Facility”) with the existing lenders. See “Subsequent Event” below for further information. Capitalized terms used but not defined herein have the meanings set forth for such terms in the Credit Facility and Amended Credit Facility, which have been documented and filed with the SEC.
The Credit Facility had a maturity date of October 31, 2023 and provided a senior secured loan facility of up to $550,000,000 consisting of: (i) a revolving loan facility with a borrowing limit of $300,000,000; (ii) an accordion feature allowing us to make a request to borrow up to an additional $250,000,000 subject to the satisfaction of specified conditions, including approval by our lenders; (iii) a $35,000,000 letter of credit sublimit; and (iv) a swingline loan credit sublimit of $25,000,000.
As of October 31, 2022, the amount outstanding under our Credit Facility was $148,700,000, which is reflected in the non-current portion of long-term debt on our Condensed Consolidated Balance Sheet. At October 31, 2022, we had $519,000 of standby letters of credit outstanding under our Credit Facility related to guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit. During the three months ended October 31, 2022, we had outstanding balances under the Credit Facility ranging from $130,000,000 to $155,500,000.
As of October 31, 2022, total net deferred financing costs related to the Credit Facility were $811,000.
Interest expense related to our Credit Facility, including amortization of deferred financing costs, recorded during the three months ended October 31, 2022 and 2021 was $2,240,000 and $1,493,000, respectively. Our blended interest rate approximated 5.85% and 2.94%, respectively, for the three months ended October 31, 2022 and 2021.
As of October 31, 2022, our Secured Leverage Ratio was 3.49x trailing twelve months ("TTM") Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") compared to the maximum allowable Secured Leverage Ratio of 3.75x TTM Adjusted EBITDA. Our Interest Expense Coverage Ratio as of October 31, 2022 was 8.79x TTM Adjusted EBITDA compared to the Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA.
Subsequent Event
On November 30, 2022, we entered into the Amended Credit Facility which provides a senior secured loan facility of up to $300,000,000 consisting of: (i) a revolving loan facility (“Revolving Loan Facility”) with a borrowing limit of $150,000,000, including a $20,000,000 letter of credit sublimit and a swingline loan credit sublimit of $15,000,000; (ii) a $50,000,000 term loan A (“Term Loan”); and (iii) an accordion feature allowing us to make a request to borrow up to an additional $100,000,000 subject to the satisfaction of specified conditions, including approval by our lenders. The Amended Credit Facility has a maturity date of October 31, 2024 (“Maturity Date”).
Under the Amended Credit Facility, if we issue new unsecured debt in excess of $5,000,000 with a maturity date that is less than 91 days from October 31, 2024, the Maturity Date would automatically accelerate so that it would be 91 days earlier than the maturity date of the new unsecured debt.
Under the Amended Credit Facility, borrowings under the Revolving Loan Facility and Term Loan are either: (i) Alternate Base Rate borrowings, which would bear interest from the applicable borrowing date at a rate per annum equal to (x) the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Adjusted Term SOFR for a one-month tenor in effect on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00%, plus (y) the Applicable Rate, or (ii) SOFR borrowings, which would bear interest from the applicable borrowing date at a rate per annum equal to (x) the Adjusted Term SOFR for such interest period plus (y) the Applicable Rate. Determination of the Applicable Rate is based on a pricing grid that is dependent upon our Leverage Ratio as of the end of each fiscal quarter for which consolidated financial statements have been most recently delivered.
15

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Amended Credit Facility contains customary representations, warranties and affirmative covenants. The Amended Credit Facility also contains customary negative covenants, subject to negotiated exceptions, including but not limited to: (i) liens, (ii) investments, (iii) indebtedness, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) restricted payments, including stockholder dividends, and (vii) certain other restrictive agreements. The Amended Credit Facility also contains certain financial covenants and customary events of default (subject to grace periods, as appropriate), such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control and the failure to observe the negative covenants and other covenants related to the operation of our business. In addition, under certain circumstances, we may be required to enter into amendments to the Amended Credit Facility in connection with any further syndication of the Amended Credit Facility.
The Amended Credit Facility provides for, among other things: (i) scheduled payments of principal under the Term Loan totaling $2,500,000 in the first year after closing and $5,000,000 in the second year after closing, with the remaining balance of the Term Loan due upon maturity; (ii) a maximum Leverage Ratio of 4.25x TTM Adjusted EBITDA at the fiscal quarter ending January 31, 2023, stepping down to 4.00x at the fiscal quarter ending April 30, 2023, 3.75x at the fiscal quarter ending July 31, 2023, and 3.50x at the fiscal quarter ending January 31, 2024 and thereafter; (iii) a Minimum Interest Coverage Ratio of 3.25x TTM Adjusted EBITDA; and (iv) Minimum Liquidity of $25,000,000.
The obligations under the Amended Credit Facility are guaranteed by certain of our domestic and foreign subsidiaries (the “Guarantors”). As collateral security under the Amended Credit Facility and the guarantees thereof, we and the Guarantors have granted to the administrative agent, for the benefit of the lenders, a lien on, and first priority security interest in, substantially all of our tangible and intangible assets.
(10) Leases
Our leases historically relate to the leasing of facilities and equipment. In accordance with FASB ASC 842 - "Leases" ("ASC 842"), we determine at inception whether an arrangement is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. At lease commencement, we recognize a right-of-use ("ROU") asset and lease liability based on the present value of the future lease payments over the estimated lease term. We have elected to not recognize a ROU asset or lease liability for any leases with terms of twelve months or less. Instead, for such short-term leases, we recognize lease expense on a straight-line basis over the lease term. Certain of our leases include options to extend the term of the lease or to terminate the lease early. When it is reasonably certain that we will exercise a renewal option or will not exercise a termination option, we include the impact of exercising or not exercising such option, respectively, in the estimate of the lease term. As our lease agreements do not explicitly state the discount rate implicit in the lease, we use our incremental borrowing rate ("IBR") on the commencement date to calculate the present value of future lease payments. Such IBR represents our estimated rate of interest to borrow on a collateralized basis over a term commensurate with the expected lease term.
Some of our leases include payments that are based on the Consumer Price Index ("CPI") or other similar indices. These variable lease payments are included in the calculation of the ROU asset and lease liability using the index as of the lease commencement date. Other variable lease payments, such as common area maintenance, property taxes, and usage-based amounts, are required by ASC 842 to be excluded from the ROU asset and lease liability and expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset would also consider, to the extent applicable, any deferred rent upon adoption, lease pre-payments or initial direct costs of obtaining the lease (e.g., such as commissions).
For all classes of leased assets, we elected the practical expedient to not separate lease components (i.e., the actual item being leased, such as the facility or piece of equipment) from non-lease components (i.e., the distinct elements of a contract not related to securing the use of the leased asset, such as common area maintenance and consumable supplies).
16

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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Certain of our facility lease agreements (which are classified as operating leases) contain rent holidays or rent escalation clauses. For rent holidays and rent escalation clauses during the lease term, we record rental expense on a straight-line basis over the term of the lease. As of October 31, 2022, none of our leases contained a residual value guarantee and covenants included in our lease agreements are customary for the types of facilities and equipment being leased.
The components of lease expense are as follows:

|  |  | Three months ended October 31,
|  |  |  |  | 2022 |  | 2021 |  |
Finance lease expense: |  |  |  |  |  |  |  |  |
Amortization of ROU assets |  |  |  |  | $ | 3,000 |  |  | 4,000 |  |  |
Interest on lease liabilities |  |  |  |  | — |  |  | — |  |  |
Operating lease expense |  |  |  |  | 2,837,000 |  |  | 2,924,000 |  |  |
Short-term lease expense |  |  |  |  | 101,000 |  |  | 94,000 |  |  |
Variable lease expense |  |  |  |  | 1,087,000 |  |  | 1,176,000 |  |  |
Sublease income |  |  |  |  | (17,000) |  |  | (17,000) |  |  |
Total lease expense |  |  |  |  | $ | 4,011,000 |  |  | 4,181,000 |  |  |

Additional information related to leases is as follows:

| Three months ended October 31,
| 2022 |  | 2021
Cash paid for amounts included in the measurement of lease liabilities: |  |  |
Operating leases - Operating cash outflows | $ | 2,906,000 |  |  | $ | 2,828,000 |
Finance leases - Financing cash outflows | 3,000 |  |  | 6,000 |
ROU assets obtained in the exchange for lease liabilities (non-cash): |  |  |
Operating leases | $ | 2,573,000 |  |  | $ | 6,667,000 |

17

Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Condensed Consolidated Balance Sheet as of October 31, 2022:

| Operating |  | Finance |  | Total
Remainder of fiscal 2023 | $ | 7,266,000 |  |  | 2,000 |  |  | $ | 7,268,000 |
Fiscal 2024 | 9,162,000 |  |  | — |  |  | 9,162,000 |
Fiscal 2025 | 8,553,000 |  |  | — |  |  | 8,553,000 |
Fiscal 2026 | 7,144,000 |  |  | — |  |  | 7,144,000 |
Fiscal 2027 | 5,107,000 |  |  | — |  |  | 5,107,000 |
Thereafter | 25,811,000 |  |  | — |  |  | 25,811,000 |
Total future undiscounted cash flows | 63,043,000 |  |  | 2,000 |  |  | 63,045,000 |
Less: Present value discount | 10,426,000 |  |  | — |  |  | 10,426,000 |
Lease liabilities | $ | 52,617,000 |  |  | 2,000 |  |  | $ | 52,619,000 |
Weighted-average remaining lease terms (in years) | 8.59 |  | 0.38 |  |
Weighted-average discount rate | 3.42% |  | 6.27% |  |

We lease our Melville, New York production facility from a partnership controlled by our former CEO. Lease payments made during the three months ended October 31, 2022 and 2021 were $171,000 and $166,000, respectively. The current lease provides for our use of the premises as they exist through December 2031. The annual rent of the facility for calendar year 2023 is $685,000 and is subject to customary adjustments. We have a right of first refusal in the event of a sale of the facility.
As of October 31, 2022, we do not have any material rental commitments that have not commenced.
(11) Income Taxes
At October 31, 2022 and July 31, 2022, total unrecognized tax benefits were $10,254,000 and $10,008,000, respectively, including interest of $377,000 and $330,000, respectively. At October 31, 2022 and July 31, 2022, $3,236,000 and $3,007,000, respectively, of our unrecognized tax benefits were recorded as non-current income taxes payable on our Condensed Consolidated Balance Sheets. The remaining unrecognized tax benefits of $7,018,000 and $7,001,000 at October 31, 2022 and July 31, 2022, respectively, were presented as an offset to the associated non-current deferred tax assets on our Condensed Consolidated Balance Sheets. Of the total unrecognized tax benefits, $9,228,000 and $9,034,000 at October 31, 2022 and July 31, 2022, respectively, net of the reversal of the federal benefit recognized as a deferred tax asset relating to state reserves, would favorably impact our effective tax rate, if recognized. Unrecognized tax benefits result from income tax positions taken or expected to be taken on our income tax returns for which a tax benefit has not been recorded in our condensed consolidated financial statements. The amount by which the gross unrecognized tax benefits could decrease by in the next twelve months did not significantly change during the first quarter of fiscal 2023.
Our U.S. federal income tax returns for fiscal 2019 through 2021 are subject to potential future Internal Revenue Service ("IRS") audit. None of our state income tax returns prior to fiscal 2018 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition.
18

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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(12) Stock-Based Compensation
Overview
We issue stock-based awards to certain of our employees and our Board of Directors pursuant to our 2000 Stock Incentive Plan, as amended and/or restated from time to time (the "Plan") and our 2001 Employee Stock Purchase Plan, as amended and/or restated from time to time (the "ESPP"), and recognize related stock-based compensation in our condensed consolidated financial statements. The Plan provides for the granting to employees and consultants of Comtech (including prospective employees and consultants): (i) incentive and non-qualified stock options, (ii) restricted stock units ("RSUs"), (iii) RSUs with performance measures (which we refer to as "performance shares"), (iv) restricted stock, (v) stock units (reserved for issuance to non-employee directors) and share units (reserved for issuance to employees) (collectively, "share units") and (vi) stock appreciation rights ("SARs"), among other types of awards. Our non-employee directors, excluding Fred Kornberg our former CEO, are eligible to receive non-discretionary grants of stock-based awards, subject to certain limitations.
As of October 31, 2022, the aggregate number of shares of common stock which may be issued, pursuant to the Plan, may not exceed 10,962,500. Stock options granted may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10.0% of the voting power, no more than five years. We expect to settle all outstanding awards under the Plan and employee purchases under the ESPP with the issuance of new shares of our common stock.
As of October 31, 2022, we had granted stock-based awards pursuant to the Plan representing the right to purchase and/or acquire an aggregate of 10,183,915 shares (net of 5,466,293 expired and canceled awards), of which an aggregate of 8,107,927 have been exercised or settled.
As of October 31, 2022, the following stock-based awards, by award type, were outstanding:

| October 31, 2022
Stock options | 474,020 |
Performance shares | 665,586 |
RSUs, restricted stock and share units | 936,382 |
Total | 2,075,988 |

Our ESPP provides for the issuance of up to 1,050,000 shares of our common stock. Our ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85% of fair market value on the first or last day of each calendar quarter, whichever is lower. Through October 31, 2022, we have cumulatively issued 958,926 shares of our common stock to participating employees in connection with our ESPP.
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Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Stock-based compensation for awards issued is reflected in the following line items in our Condensed Consolidated Statements of Operations:

|  |  |  | Three months ended October 31,
|  |  |  |  |  | 2022 |  | 2021
Cost of sales |  |  |  |  |  | $ | 158,000 |  |  | 73,000 |
Selling, general and administrative expenses |  |  |  |  |  | 648,000 |  |  | 772,000 |
Research and development expenses |  |  |  |  |  | 98,000 |  |  | 76,000 |
Stock-based compensation expense before CEO transition costs |  |  |  |  |  | 904,000 |  |  | 921,000 |
CEO transition costs related to equity-classified stock-based awards |  |  |  |  |  | 3,764,000 |  |  | — |
Total stock-based compensation expense before income tax benefit |  |  |  |  |  | 4,668,000 |  |  | 921,000 |
Estimated income tax benefit |  |  |  |  |  | (493,000) |  |  | (193,000) |
Net stock-based compensation expense |  |  |  |  |  | $ | 4,175,000 |  |  | 728,000 |

Stock-based compensation for equity-classified awards is measured at the date of grant, based on an estimate of the fair value of the award and is generally expensed over the vesting period of the award. At October 31, 2022, unrecognized stock-based compensation of $11,988,000, net of estimated forfeitures of $812,000, is expected to be recognized over a weighted average period of 2.8 years. Total stock-based compensation capitalized and included in ending inventory at both October 31, 2022 and July 31, 2022 was $48,000. There are no liability-classified stock-based awards outstanding as of October 31, 2022 or July 31, 2022.
Stock-based compensation expense, by award type, is summarized as follows:

|  |  |  | Three months ended October 31,
|  |  |  |  |  | 2022 |  | 2021
Stock options |  |  |  |  |  | $ | 25,000 |  |  | 78,000 |
Performance shares |  |  |  |  |  | 74,000 |  |  | 349,000 |
RSUs, restricted stock and share units |  |  |  |  |  | 774,000 |  |  | 439,000 |
ESPP |  |  |  |  |  | 31,000 |  |  | 55,000 |
Stock-based compensation expense before CEO transition costs |  |  |  |  |  | 904,000 |  |  | 921,000 |
CEO transition costs related to equity-classified stock-based awards |  |  |  |  |  | 3,764,000 |  |  | — |
Total stock-based compensation expense before income tax benefit |  |  |  |  |  | 4,668,000 |  |  | 921,000 |
Estimated income tax benefit |  |  |  |  |  | (493,000) |  |  | (193,000) |
Net stock-based compensation expense |  |  |  |  |  | $ | 4,175,000 |  |  | 728,000 |

ESPP stock-based compensation expense primarily relates to the 15% discount offered to participants in the ESPP.
The estimated income tax benefit as shown in the above table was computed using income tax rates expected to apply when the awards are settled. Such deferred tax asset was recorded net as part of our non-current deferred tax liability on our Condensed Consolidated Balance Sheet as of October 31, 2022 and July 31, 2022. The actual income tax benefit recognized for tax reporting is based on the fair market value of our common stock at the time of settlement and can significantly differ from the estimated income tax benefit recorded for financial reporting.
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Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Stock Options
The following table summarizes the Plan’s activity:

|  | Awards (in Shares) |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value
Outstanding at July 31, 2022 |  | 483,480 |  |  | $ | 24.43 |  |  |  |  |
Expired/canceled |  | (9,460) |  |  | 26.55 |  |  |  |  |
Outstanding at October 31, 2022 |  | 474,020 |  |  | $ | 24.38 |  |  | 2.70 |  | $ | — |
Exercisable at October 31, 2022 |  | 428,900 |  |  | $ | 25.07 |  |  | 2.19 |  | $ | — |
Vested and expected to vest at October 31, 2022 |  | 471,742 |  |  | $ | 24.42 |  |  | 2.67 |  | $ | — |

Stock options outstanding as of October 31, 2022 have exercise prices ranging from $17.88 - $33.94, representing the fair market value of our common stock on the date of grant, a contractual term of ten years and a vesting period of five years.
Performance Shares, RSUs, Restricted Stock and Share Unit Awards
The following table summarizes the Plan’s activity relating to performance shares, RSUs, restricted stock and share units:

|  | Awards (in Shares) |  | Weighted Average Grant Date Fair Value |  | Aggregate Intrinsic Value
Outstanding at July 31, 2022 |  | 1,110,750 |  |  | $ | 19.05 |  |  |
Granted |  | 785,092 |  |  | 11.13 |  |  |
Settled |  | (256,069) |  |  | 24.55 |  |  |
Canceled/Forfeited |  | (37,805) |  |  | 16.44 |  |  |
Outstanding at October 31, 2022 |  | 1,601,968 |  |  | $ | 14.35 |  |  | $ | 17,702,000 |
Vested at October 31, 2022 |  | 532,533 |  |  | $ | 15.68 |  |  | $ | 5,884,000 |
Vested and expected to vest at October 31, 2022 |  | 1,547,797 |  |  | $ | 14.33 |  |  | $ | 17,103,000 |

The total intrinsic value relating to fully-vested awards settled during the three months ended October 31, 2022 and 2021 was $2,769,000 and $4,895,000, respectively.
The performance shares granted to employees principally vest over a three-year performance period, if pre-established performance goals are attained, or as specified pursuant to the Plan and related agreements. As of October 31, 2022, the number of outstanding performance shares included in the above table, and the related compensation expense prior to consideration of estimated pre-vesting forfeitures, assume achievement of the pre-established goals at a target level.
RSUs and restricted stock granted to non-employee directors prior to August 2022 had a vesting period of five years and are convertible into shares of our common stock generally at the time of termination, on a one-for-one basis for no cash consideration, or earlier under certain circumstances. Commencing in August 2022, such awards have a vesting period of one year. Also, restricted stock granted to Fred Kornberg, pursuant to his Senior Technology Advisor consulting agreement, vests 1/12 on the date of grant and in eleven (11) equal monthly installments thereafter.
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Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
RSUs granted to employees prior to August 2022 have a vesting period of five years and are convertible into shares of our common stock generally at the time of vesting, on a one-for-one basis for no cash consideration. RSUs granted to employees commencing in August 2022 have a vesting period of three years.
Share units were granted to certain employees in lieu of non-equity incentive compensation and are convertible into shares of our common stock on the one-year anniversary of the respective grant date.
The fair value of performance shares, RSUs, restricted stock and share units is determined using the closing market price of our common stock on the date of grant, less the present value of any estimated future dividend equivalents such awards are not entitled to receive and an applicable estimated discount for any post-vesting transfer restrictions. RSUs, performance shares and restricted stock are entitled to dividend equivalents unless forfeited before vesting occurs. Share units are entitled to dividend equivalents while the underlying shares are unissued.
Dividend equivalents are subject to forfeiture, similar to the terms of the underlying stock-based awards, and are payable in cash generally at the time of settlement of the underlying award. During the three months ended October 31, 2022 and 2021, we accrued $201,000 and $88,000, respectively, of dividend equivalents (net of forfeitures) and paid out $346,000 and $315,000, respectively. Accrued dividend equivalents were recorded as a reduction to retained earnings. As of October 31, 2022 and July 31, 2022, accrued dividend equivalents were $597,000 and $742,000, respectively.
With respect to the actual settlement of stock-based awards for income tax reporting, during the three months ended October 31, 2022 and 2021, we recorded an income tax expense of $363,000 and an income tax benefit of $53,000, respectively.
Subsequent Event
At our Fiscal 2022 Annual Meeting of Stockholders, scheduled to be held on December 15, 2022, our stockholders will be asked to approve an amendment to our Plan to increase the share reserve available under the Plan by 1,000,000 shares of common stock. Also, our stockholders will be asked to approve an amendment to our ESPP to increase the maximum number of shares of our common stock that are reserved for issuance under the ESPP by 250,000. See Proposal Nos. 4 and 5 included in our definitive proxy statement filed with the SEC on November 18, 2022.
(13) Segment Information
Reportable operating segments are determined based on Comtech’s management approach. The management approach, as defined by FASB ASC 280 "Segment Reporting" is based on the way that the CODM organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. Our CODM, for purposes of FASB ASC 280, is our Chief Executive Officer.
In the fourth quarter of fiscal 2022, we revised our business segments to better align them with end-markets for our products and services and our CODM began managing our business in two new reportable segments: “Satellite and Space Communications” and “Terrestrial and Wireless Networks.” As a result, the segment information for the prior fiscal year has been recast to conform to the current year presentation.
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Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Satellite and Space Communications is organized into four technology areas: satellite modem technologies and amplifier technologies, troposcatter and SATCOM solutions, space components and antennas, and high-power amplifiers and switches technologies. This segment offers customers: satellite ground station technologies, services and system integration that facilitate the transmission of voice, video and data over GEO, MEO and LEO satellite constellations, including solid-state and traveling wave tube power amplifiers, modems, VSAT platforms and frequency converters; satellite communications and tracking antenna systems, including high precision full motion fixed and mobile X/Y tracking antennas, RF feeds, reflectors and radomes; over-the-horizon microwave equipment that can transmit digitized voice, video, and data over distances up to 200 miles using the troposphere and diffraction, including the Comtech COMET™; solid-state, RF microwave high-power amplifiers and control components designed for radar, electronic warfare, data link, medical and aviation applications; and procurement and supply chain management of high reliability EEE parts for satellite, launch vehicle and manned space applications.
Terrestrial and Wireless Networks is organized into four service areas: next generation 911 and call delivery, Solacom call handling solutions, trusted location and messaging solutions, and cyber security training and services. This segment offers customers: SMS text to 911 services, providing alternate paths for individuals who need to request assistance (via text messaging) a method to reach Public Safety Answering Points ("PSAPs"); next generation 911 solutions, providing emergency call routing, location validation, policy-based routing rules, logging and security functionality; Emergency Services IP Network transport infrastructure for emergency services communications and support of next generation 911 services; call handling applications for PSAPs; wireless emergency alerts solutions for network operators; software and equipment for location-based and text messaging services for various applications, including for public safety, commercial and government services, and cybersecurity training, skills labs, and competency assessments for both technical and non-technical applications.
Our CODM primarily uses a metric that we refer to as Adjusted EBITDA to measure an operating segment’s performance and to make decisions about resources to be allocated. Our Adjusted EBITDA metric for the Satellite and Space Communications and Terrestrial and Wireless Networks segments do not consider any allocation of indirect expense, or any of the following: income taxes, interest (income) and other, change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, amortization of cost to fulfill assets, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID-19 related costs, strategic emerging technology costs (for next-generation satellite technology), facility exit costs, CEO transition costs, proxy solicitation costs, strategic alternatives expenses and other. These items, while periodically affecting our results, may vary significantly from period to period and may have a disproportionate effect in a given period, thereby affecting the comparability of results. Any amounts shown in the Adjusted EBITDA calculation for our Satellite and Space Communications and Terrestrial and Wireless Networks segments are directly attributable to those segments. Our Adjusted EBITDA is also used by our management in assessing the Company's operating results. Although closely aligned, the Company's definition of Adjusted EBITDA is different than the Consolidated EBITDA (as such term is defined in our Credit Facility and Amended Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted EBITDA used by other companies and, therefore, may not be comparable to similarly titled measures used by other companies.
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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Operating segment information, along with a reconciliation of segment net income (loss) and consolidated net income (loss) to Adjusted EBITDA is presented in the tables below:

|  | Three months ended October 31, 2022
|  | Satellite and Space Communications |  | Terrestrial and Wireless Networks |  | Unallocated |  | Total
Net sales |  | $ | 80,873,000 |  |  | 50,266,000 |  |  | — |  |  | $ | 131,139,000 |
Operating income (loss) |  | $ | 5,016,000 |  |  | 744,000 |  |  | (15,484,000) |  |  | $ | (9,724,000) |
Net income (loss) |  | $ | 5,815,000 |  |  | 605,000 |  |  | (17,516,000) |  |  | $ | (11,096,000) |
Benefit from income taxes |  | (222,000) |  |  | (165,000) |  |  | (221,000) |  |  | (608,000) |
Interest (income) and other |  | (575,000) |  |  | 304,000 |  |  | 16,000 |  |  | (255,000) |
Interest expense |  | (2,000) |  |  | — |  |  | 2,237,000 |  |  | 2,235,000 |
Amortization of stock-based compensation |  | — |  |  | — |  |  | 904,000 |  |  | 904,000 |
Amortization of intangibles |  | 1,828,000 |  |  | 3,521,000 |  |  | — |  |  | 5,349,000 |
Depreciation |  | 1,020,000 |  |  | 1,737,000 |  |  | 41,000 |  |  | 2,798,000 |
Amortization of cost to fulfill assets |  | 240,000 |  |  | — |  |  | — |  |  | 240,000 |
CEO transition costs |  | — |  |  | — |  |  | 9,090,000 |  |  | 9,090,000 |
Restructuring costs |  | 1,056,000 |  |  | — |  |  | 269,000 |  |  | 1,325,000 |
Strategic emerging technology costs |  | 746,000 |  |  | — |  |  | — |  |  | 746,000 |
Adjusted EBITDA |  | $ | 9,906,000 |  |  | 6,002,000 |  |  | (5,180,000) |  |  | $ | 10,728,000 |
Purchases of property, plant and equipment |  | $ | 4,435,000 |  |  | 2,542,000 |  |  | 244,000 |  |  | $ | 7,221,000 |
Total assets at October 31, 2022 |  | $ | 486,636,000 |  |  | 467,594,000 |  |  | 23,595,000 |  |  | $ | 977,825,000 |

|  | Three months ended October 31, 2021
|  | Satellite and Space Communications |  | Terrestrial and Wireless Networks |  | Unallocated |  | Total
Net sales |  | $ | 64,560,000 |  |  | 52,199,000 |  |  |  |  | $ | 116,759,000 |
Operating (loss) income |  | $ | (5,313,000) |  |  | 6,102,000 |  |  | (7,304,000) |  |  | $ | (6,515,000) |
Net (loss) income |  | $ | (5,074,000) |  |  | 5,978,000 |  |  | (6,888,000) |  |  | $ | (5,984,000) |
(Benefit from) provision for income taxes |  | (599,000) |  |  | 141,000 |  |  | (1,595,000) |  |  | (2,053,000) |
Interest (income) and other |  | 247,000 |  |  | (18,000) |  |  | (10,000) |  |  | 219,000 |
Change in fair value of convertible preferred stock purchase option liability |  | — |  |  | — |  |  | (304,000) |  |  | (304,000) |
Interest expense |  | 114,000 |  |  | — |  |  | 1,493,000 |  |  | 1,607,000 |
Amortization of stock-based compensation |  | — |  |  | — |  |  | 921,000 |  |  | 921,000 |
Amortization of intangibles |  | 1,828,000 |  |  | 3,521,000 |  |  | — |  |  | 5,349,000 |
Depreciation |  | 825,000 |  |  | 1,364,000 |  |  | 52,000 |  |  | 2,241,000 |
Proxy solicitation costs |  | — |  |  | — |  |  | 2,162,000 |  |  | 2,162,000 |
Restructuring costs |  | 712,000 |  |  | — |  |  | — |  |  | 712,000 |
COVID-19 related costs |  | 674,000 |  |  | — |  |  | — |  |  | 674,000 |
Adjusted EBITDA |  | $ | (1,273,000) |  |  | 10,986,000 |  |  | (4,169,000) |  |  | $ | 5,544,000 |
Purchases of property, plant and equipment |  | $ | 1,037,000 |  |  | 2,601,000 |  |  | — |  |  | $ | 3,638,000 |
Total assets at October 31, 2021 |  | $ | 485,087,000 |  |  | 471,858,000 |  |  | 26,044,000 |  |  | $ | 982,989,000 |

Unallocated expenses result from corporate expenses such as executive compensation, accounting, legal and other regulatory compliance related costs and also includes all of our amortization of stock-based compensation. During the three months ended October 31, 2022, we expensed $9,090,000 of CEO transition costs. See Note (1) - "General - CEO Transition Costs" for further information.
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Index
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
During the three months ended October 31, 2022 and 2021, our Satellite and Space Communications segment recorded $1,056,000 and $712,000, respectively, of restructuring costs incurred to streamline our operations, including costs related to the ongoing relocation of certain of our satellite ground station production facilities to a new 146,000 square foot facility in Chandler, Arizona.
Interest expense in the tables above primarily relates to our Credit Facility, and includes the amortization of deferred financing costs. See Note (9) - "Credit Facility" for further discussion.
Intersegment sales for the three months ended October 31, 2022 and 2021 between the Satellite and Space Communications segment and the Terrestrial and Wireless Networks segment were nominal. All intersegment sales are eliminated in consolidation and are excluded from the tables above.
Unallocated assets at October 31, 2022 consist principally of cash and cash equivalents, income taxes receivable, corporate property, plant and equipment and deferred financing costs. The large majority of our long-lived assets are located in the U.S.
(14) Goodwill
The following table represents goodwill by reportable operating segment as of October 31, 2022 and July 31, 2022.

|  | Satellite and Space Communications |  | Terrestrial and Wireless Networks |  | Total
Goodwill |  | $ | 173,602,000 |  |  | 174,090,000 |  |  | $ | 347,692,000 |

In accordance with FASB ASC 350, we perform a goodwill impairment analysis at least annually (in the first quarter of each fiscal year), unless indicators of impairment exist in interim periods. If we fail the quantitative assessment of goodwill impairment ("quantitative assessment"), we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.
As discussed in Note (13) - "Segment Information," as a result of our segment restructuring in the fourth quarter of fiscal 2022 from the Commercial Solutions and Government Solutions segments to the Satellite and Space Communications and Terrestrial and Wireless Networks segments, we performed an interim quantitative assessment as of July 29, 2022 and estimated the fair value of each of our reporting units, both before and after the change, using a combination of the income and market approaches.
We performed our quantitative assessment using market participant assumptions to determine if the fair value of each of our reporting units with goodwill exceeded its carrying value. In making this assessment, we considered, among other things, expectations of projected net sales and cash flows, assumptions impacting the weighted average cost of capital, trends in trading multiples of comparable companies, changes in our stock price and changes in the carrying values of our reporting units with goodwill. We also considered overall business conditions.
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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The income approach, also known as the discounted cash flow ("DCF") method, utilizes the present value of cash flows to estimate fair value. The future cash flows for our reporting units were projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). For purposes of conducting our impairment analysis, we assumed revenue growth rates and cash flow projections that are below our actual long-term expectations. The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period, which reflects our estimate of stable, perpetual growth. We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. Finally, we compared our estimates of fair values to our total public market capitalization and assessed implied control premiums based on our common stock price of $11.62 as of the date of testing.
Ultimately, based on our quantitative evaluations, we determined that our Satellite and Space Communications and Terrestrial and Wireless Networks reporting units had estimated fair values in excess of their carrying values of at least 18.4% and 11.6%, respectively, and concluded that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment. Also, given its proximity to our next regularly scheduled annual goodwill impairment testing date, we utilized our July 29, 2022 interim quantitative assessment to conclude that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment as of August 1, 2022. Additionally, the carrying value of goodwill was reallocated to our new reporting units based on their respective estimated relative fair value.
It is possible that, during the remainder of fiscal 2023 or beyond, business conditions (both in the U.S. and internationally) could deteriorate from the current state, our current or prospective customers could materially postpone, reduce or even forgo purchases of our products and services to a greater extent than we currently anticipate, or our common stock price could fluctuate.
A significant decline in our customers' spending that is greater than we anticipate or a shift in funding priorities may also have a negative effect on future orders, sales, income and cash flows and we might be required to perform a quantitative assessment during fiscal 2023 or beyond. If assumed net sales and cash flow projections are not achieved in future periods or our common stock price significantly declines from current levels, our Satellite and Space Communications and Terrestrial and Wireless Networks reporting units could be at risk of failing the quantitative assessment and goodwill assigned to the respective reporting units could be impaired.
In any event, we are required to perform the next annual goodwill impairment analysis on August 1, 2023 (the start of our fiscal 2024). If our assumptions and related estimates change in the future, or if we change our reporting unit structure or other events and circumstances change (e.g., a sustained decrease in the price of our common stock (considered on both absolute terms and relative to peers)), we may be required to record impairment charges when we perform these tests, or in other future periods. Any impairment charges that we may record in the future could be material to our results of operations and financial condition.
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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(15) Intangible Assets
Intangible assets with finite lives are as follows:

|  | October 31, 2022
|  | Weighted Average Amortization Period |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Customer relationships |  | 20.2 |  | $ | 302,058,000 |  |  | 111,071,000 |  |  | $ | 190,987,000 |
Technologies |  | 14.8 |  | 114,949,000 |  |  | 77,017,000 |  |  | 37,932,000 |
Trademarks and other |  | 16.7 |  | 32,926,000 |  |  | 19,891,000 |  |  | 13,035,000 |
Total |  |  |  | $ | 449,933,000 |  |  | 207,979,000 |  |  | $ | 241,954,000 |

|  | July 31, 2022
|  | Weighted Average Amortization Period |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Customer relationships |  | 20.2 |  | $ | 302,058,000 |  |  | 107,500,000 |  |  | $ | 194,558,000 |
Technologies |  | 14.8 |  | 114,949,000 |  |  | 75,798,000 |  |  | 39,151,000 |
Trademarks and other |  | 16.7 |  | 32,926,000 |  |  | 19,332,000 |  |  | 13,594,000 |
Total |  |  |  | $ | 449,933,000 |  |  | 202,630,000 |  |  | $ | 247,303,000 |

The weighted average amortization period in the above table excludes fully amortized intangible assets.
Amortization expense for the three months ended October 31, 2022 and 2021 was $5,349,000, respectively.
The estimated amortization expense consists of the following for the fiscal years ending July 31:

2023 | $ | 21,556,000 |
2024 | 21,154,000 |
2025 | 21,039,000 |
2026 | 19,888,000 |
2027 | 18,534,000 |

We review net intangible assets with finite lives for impairment when an event occurs indicating the potential for impairment. Based on our last assessment, we believe that the carrying values of our net intangible assets were recoverable as of October 31, 2022. However, if business conditions deteriorate, we may be required to record impairment losses, and or increase the amortization of intangibles in the future. Any impairment charges that we may record in the future could be material to our results of operations and financial condition.
(16) Convertible Preferred Stock
On October 18, 2021, we entered into a Subscription Agreement (the “Subscription Agreement”) with certain affiliates and related funds of White Hat Capital Partners LP and Magnetar Capital LLC (collectively, the “Investors”), relating to the issuance and sale of up to 125,000 shares of a new series of the Company's Series A Convertible Preferred Stock, par value $0.10 per share (the “Convertible Preferred Stock”), for an aggregate purchase price of up to $125,000,000, or $1,000 per share. On October 19, 2021 (the “Initial Closing Date”), pursuant to the terms of the Subscription Agreement, the Investors purchased an aggregate of 100,000 shares of Convertible Preferred Stock (the “Initial Issuance”) for an aggregate purchase price of $100,000,000. The Investors have a one-time option exercisable at any time on or prior to March 31, 2023 to purchase additional shares of Convertible Preferred Stock for an aggregate purchase price of $25,000,000. This purchase option is commonly referred to as a “Green Shoe” and together with the Initial Issuance, is collectively referred to as the “Issuance.”
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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The adjusted conversion price for the shares issued in the Initial Issuance is $23.97, and the adjusted conversion price for the Green Shoe is $31.21 subject to certain adjustments set forth in the Certificate of Designations filed with the Secretary of State of the State of Delaware.
The Convertible Preferred Stock ranks senior to the shares of our common stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. The Convertible Preferred Stock initially had a liquidation preference of $1,000 per share with each share entitled to a cumulative dividend (the “Dividend”) at the rate of 6.5% per annum, compounding quarterly, paid-in-kind or paid in cash, at our election. For any quarter in which we elect not to pay the Dividend in cash with respect to a share of Convertible Preferred Stock, such Dividend becomes part of the liquidation preference of such share. In addition, no dividend or other distribution on our common stock in excess of our $0.10 per share per quarter will be declared or paid on the common stock unless, at the time of such declaration and payment, an equivalent dividend or distribution is declared and paid on the Convertible Preferred Stock (the “Participating Dividend”), provided that in the case of any such dividend in the form of cash, in lieu of a cash payment, such Participating Dividend will become part of the liquidation preference of the shares of the Convertible Preferred Stock. Such Participating Dividend results in the Convertible Preferred Stock meeting the definition of a "participating security" for purposes of our earnings per share calculations.
Effective September 29, 2022, the Convertible Preferred Stock is convertible into shares of common stock at the option of the holders. At any time after October 19, 2024, we have the right to mandate the conversion of the Convertible Preferred Stock, subject to certain restrictions, based on the price of the common stock in the preceding thirty trading days.
Holders of the Convertible Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis, as well as are entitled to a separate class vote with respect to, among other things, amendments to our organizational documents that have an adverse effect on the Convertible Preferred Stock, authorizations or issuances of securities of the Company, the payment of dividends other than dividends on common stock in the ordinary course consistent with past practice on a quarterly basis in an amount not to exceed our current dividend rate of $0.10 per share per quarter, related party transactions, repurchases or redemptions of securities of the Company (other than the repurchase of up to $25,000,000 of shares of common stock), dispositions of businesses or assets, the incurrence of certain indebtedness and certain amendments or extensions of our existing Credit Facility.
Holders will have the right to require the Company to repurchase such holder's Convertible Preferred Stock on a date occurring either (a) on or after October 19, 2026 (the “Optional Repurchase Trigger Date”) at a price equal to the liquidation preference or (b) in connection with a conversion of Convertible Preferred Stock, pursuant to which the number of shares of common stock issuable upon such conversion would exceed 19.99% of the issued and outstanding shares of common stock as of October 18, 2021 (such excess shares, "Excess Conversion Shares"), at any time after the date that is 91 days after the maturity date of the Company's existing Credit Facility, at a price per share equal to the number of Excess Conversion Shares multiplied by the Last Reported Sales Price (as defined) of common stock on the applicable conversion date. In addition, each holder will have the right to cause the Company to repurchase its shares of Convertible Preferred Stock in connection with a Change of Control, at a price equal to the liquidation preference.
We determined that our obligation to issue the Green Shoe at any time on or prior to March 31, 2023 meets the definition of a freestanding financial instrument that should be accounted for as a liability. As such, we established an initial convertible preferred stock purchase option liability of $1,005,000 and reduced the proceeds from the Initial Issuance by such amount. The liability will be remeasured to its estimated fair value each reporting period until such instrument is exercised or expires. Changes in its estimated fair value are recognized as a non-cash charge or benefit and presented on the condensed consolidated statement of operations.
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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In accordance with ASC 480, "Distinguishing Liabilities from Equity," specifically ASC 480-10-S99-3A(2), SEC Staff Announcement: Classification and Measurement of Redeemable Securities, we have classified the Convertible Preferred Stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within our control and we could be required by the holder to redeem the shares for cash or other assets, at their option. Upon the Initial Issuance, we recorded the Convertible Preferred Stock, net of issuance costs of $4,007,000 and net of the portion of such proceeds allocated to the convertible preferred stock purchase option liability described above, which resulted in an initial carrying value of the Convertible Preferred Stock less than its initial redemption value of $100,000,000. We have elected to adjust the carrying value of the Convertible Preferred Stock to its current redemption value of $106,914,000, which includes $6,338,000 of cumulative dividends paid in kind and $576,000 of accumulated and unpaid dividends. As such, a total adjustment of $1,710,000 to increase the carrying value of the Convertible Preferred Stock was recorded against retained earnings during the three months ended October 31, 2022.
(17) Stockholders’ Equity
Shelf Registration
On July 13, 2022, we filed a $200,000,000 shelf registration statement with the SEC for the sale of various types of securities, including debt. The shelf registration was declared effective by the SEC as of July 25, 2022. To-date, we have not issued any securities pursuant to our $200,000,000 shelf registration statement.
Common Stock Repurchase Program
On September 29, 2020, our Board of Directors authorized a new $100,000,000 stock repurchase program, which replaced our prior program. The new $100,000,000 stock repurchase program has no time restrictions and repurchases may be made from time to time in open-market or privately negotiated transactions, or by other means in accordance with federal securities laws. There were no repurchases of our common stock during the three months ended October 31, 2022 or 2021.
Common Stock Dividends
Since September 2010, we have paid quarterly dividends pursuant to an annual targeted dividend amount that was established by our Board of Directors. On September 29, 2022, our Board of Directors declared a dividend of $0.10 per common share, which was paid on November 18, 2022. On December 8, 2022, our Board of Directors declared a dividend of $0.10 per common share, payable on February 17, 2023 to stockholders of record at the close of business on January 18, 2023. Future dividends remain subject to compliance with financial covenants under our Amended Credit Facility, as well as Board approval and certain voting rights of holders of our Series A Convertible Preferred Stock.
(18) Legal Proceedings and Other Matters
Other Matters
In the ordinary course of business, we include indemnification provisions in certain of our customer contracts to indemnify, hold harmless and reimburse such customers for certain losses, including but not limited to losses related to third-party claims of intellectual property infringement arising from the customer’s use of our products or services. We may also, from time to time, receive indemnification requests from customers related to third-party claims that 911 calls were improperly routed during an emergency. We evaluate such claims as and when they arise. We do not always agree with customers that they are entitled to indemnification and in such cases reject their claims. Despite maintaining that we have properly carried out our duties, we may seek coverage under our various insurance policies; however, we cannot be sure that we will be able to maintain or obtain insurance coverage at acceptable costs or in sufficient amounts or that our insurer will not disclaim coverage as to such claims. Accordingly, pending or future claims asserted against us by a party that we agree to indemnify could result in legal costs and damages that could have a material adverse effect on our consolidated results of operations and financial condition.
There are certain other pending and threatened legal actions which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to accurately predict, we believe that the outcome of these other pending and threatened actions will not have a material adverse effect on our consolidated financial condition or results of operations.
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COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Employment Change of Control and Indemnification Agreements
On August 9, 2022, our Board of Directors appointed our Chairman of the Board, Ken Peterman, as President and CEO, and the Company entered an employment agreement with Mr. Peterman generally providing for an annual salary, bonus award, sign-on bonus, equity incentive awards and, under certain termination of employment, severance payment.
We have also entered into change of control agreements with certain of our executive officers and certain key employees. All of these agreements may require payments by us, in certain circumstances, including, but not limited to, a change in control of our Company or termination of the employee.
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "predict," "estimate," "expect," "strategy," "future," "potential," "likely," "may," "should," "could," "would," "will," "continue," "target," and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our future performance and financial condition, plans and objectives of our management and our assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under our control which may cause our actual results, future performance and financial condition, and achievement of our plans and objectives of our management to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, among other things: the possibility that the expected synergies and benefits from recent acquisitions will not be fully realized, or will not be realized within the anticipated time periods; the risk that the acquired businesses will not be integrated with Comtech successfully; the possibility of disruption from recent acquisitions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that Comtech will be unsuccessful in implementing a tactical shift in its Satellite and Space Communications segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins; the nature and timing of our receipt of, and our performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements; changing customer demands and or procurement strategies; changes in prevailing economic and political conditions, including as a result of Russia's military incursion into Ukraine; changes in the price of oil in global markets; changes in prevailing interest rates and foreign currency exchange rates; risks associated with Comtech's legal proceedings, customer claims for indemnification, and other similar matters; risks associated with our obligations under our Amended Credit Facility; risks associated with our large contracts; risks associated with the COVID-19 pandemic and related supply chain disruptions; and other factors described in this and our other filings with the Securities and Exchange Commission ("SEC").
OVERVIEW
We are a leading global provider of next-generation 911 emergency systems ("NG-911") and secure wireless and satellite communications technologies. This includes the critical communications infrastructure that people, businesses, and governments rely on when durable, trusted connectivity is required, no matter where they are – on land, at sea, or in the air – and no matter what the circumstances – from armed conflict to a natural disaster. Our solutions fulfill our customers’ needs for secure wireless communications in the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial. We anticipate future growth in our business due to increasing demand for global voice, video and data usage in recent years. We provide our solutions to both commercial and governmental customers.
In the fourth quarter of fiscal 2022, we revised our business segments to better align them with end-markets for our products and services. Our businesses have been re-organized into two new reportable segments: “Satellite and Space Communications” and “Terrestrial and Wireless Networks.” All current and prior periods reflected in this Form 10-Q have been presented according to these two segments, unless otherwise noted. For more information and for financial information about our business segments, including net sales, operating income, Adjusted EBITDA (a non-GAAP financial measure), total assets, and our operations outside the United States, refer to "Notes to Consolidated Financial Statements - Note (13) Segment Information"included in "Part I - Item 1 - Notes to Condensed Consolidated Financial Statements (Unaudited)."
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We manage our business through two reportable operating segments:
•Satellite and Space Communications - is organized into four technology areas: satellite modem technologies and amplifier technologies, troposcatter and SATCOM solutions, space components and antennas, and high-power amplifiers and switches technologies. This segment offers customers: satellite ground station technologies, services and system integration that facilitate the transmission of voice, video and data over GEO, MEO and LEO satellite constellations, including solid-state and traveling wave tube power amplifiers, modems, VSAT platforms and frequency converters; satellite communications and tracking antenna systems, including high precision full motion fixed and mobile X/Y tracking antennas, RF feeds, reflectors and radomes; over-the-horizon microwave equipment that can transmit digitized voice, video, and data over distances up to 200 miles using the troposphere and diffraction, including the Comtech COMET™; solid-state, RF microwave high-power amplifiers and control components designed for radar, electronic warfare, data link, medical and aviation applications; and procurement and supply chain management of high reliability EEE parts for satellite, launch vehicle and manned space applications.
•Terrestrial and Wireless Networks - is organized into four service areas: next generation 911 and call delivery, Solacom call handling solutions, trusted location and messaging solutions, and cyber security training and services. This segment offers customers SMS text to 911 services, providing alternate paths for individuals who need to request assistance (via text messaging) a method to reach Public Safety Answering Points; next generation 911 solutions, providing emergency call routing, location validation, policy-based routing rules, logging and security functionality; Emergency Services IP Network transport infrastructure for emergency services communications and support of next generation 911 services; call handling applications for Public Safety Answering Points; wireless emergency alerts solutions for network operators; software and equipment for location-based and text messaging services for various applications, including for public safety, commercial and government services, and cybersecurity training, skills labs, and competency assessments for both technical and non-technical applications.
Our Quarterly Financial Information
Quarterly and period-to-period sales and operating results may be significantly affected by either short-term or long-term contracts with our customers. In addition, our gross profit is affected by a variety of factors, including the mix of products, systems and services sold, production efficiencies, estimates of warranty expense, price competition and general economic conditions. Our gross profit may also be affected by the impact of any cumulative adjustments to contracts that are accounted for over time.
In particular, our contracts with the U.S. government can be terminated for convenience by it at any time and orders are subject to unpredictable funding, deployment and technology decisions by the U.S. government. Some of these contracts are indefinite delivery/indefinite quantity ("IDIQ") contracts and, as such, the U.S. government is not obligated to purchase any equipment or services under these contracts. We have, in the past, experienced and we continue to expect significant fluctuations in sales and operating results from quarter-to-quarter and period-to-period due to these factors. As such, comparisons between periods and our current results may not be indicative of a trend or future performance.
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CRITICAL ACCOUNTING POLICIES
We consider certain accounting policies to be critical due to the estimation process involved in each.
Revenue Recognition. In accordance with FASB ASC 606 - Revenue from Contracts with Customers ("ASC 606"), we record revenue in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. Under ASC 606, we follow a five-step model to: (1) identify the contract with our customer; (2) identify our performance obligations in our contract; (3) determine the transaction price for our contract; (4) allocate the transaction price to our performance obligations; and (5) recognize revenue using one of the following two methods:
•Over time - We recognize revenue using the over time method when there is a continuous transfer of control to the customer over the contractual period of performance. This generally occurs when we enter into a long-term contract relating to the design, development or manufacture of complex equipment or technology platforms to a buyer’s specification (or to provide services related to the performance of such contracts). Continuous transfer of control is typically supported by contract clauses which allow our customers to unilaterally terminate a contract for convenience, pay for costs incurred plus a reasonable profit and take control of work-in-process. Revenue recognized over time is generally based on the extent of progress toward completion of the related performance obligations. The selection of the method to measure progress requires judgment and is based on the nature of the products or services provided. In certain instances, typically for firm fixed-price contracts, we use the cost-to-cost measure because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion, including warranty costs. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill generally include direct labor, materials, subcontractor costs, other direct costs and an allocation of indirect costs. When these contracts are modified, the additional goods or services are generally not distinct from those already provided. As a result, these modifications form part of an existing contract and we must update the transaction price and our measure of progress for the single performance obligation and recognize a cumulative catch-up to revenue and gross profits.
For over time contracts using a cost-to-cost measure of progress, we have an estimate at completion ("EAC") process in which management reviews the progress and execution of our performance obligations. This EAC process requires management judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for schedule and technical issues. Since certain contracts extend over a long period of time, the impact of revisions in revenue and or cost estimates during the progress of work may impact current period earnings through a cumulative adjustment. Additionally, if the EAC process indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract revenue and cost estimates for significant contracts are generally reviewed and reassessed at least quarterly.
The cost-to-cost method is principally used to account for contracts in our Satellite and Space Communications segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our public safety and location technologies product line within our Terrestrial and Wireless Networks segment. For service-based contracts in our public safety and location technologies product line, we also recognize revenue over time. These services are typically recognized as a series of services performed over the contract term using the straight-line method, or based on our customers’ actual usage of the networks and platforms which we provide.
•Point in time - When a performance obligation is not satisfied over time, we must record revenue using the point in time accounting method which generally results in revenue being recognized upon shipment or delivery of a promised good or service to a customer. This generally occurs when we enter into short term contracts or purchase orders where items are provided to customers with relatively quick turn-around times. Modifications to such contracts and or purchase orders, which typically provide for additional quantities or services, are accounted for as a new contract because the pricing for these additional quantities or services are based on standalone selling prices.
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Point in time accounting is principally applied to contracts in our satellite ground station technologies product line (which includes satellite modems, solid-state and traveling wave tube amplifiers) and certain contracts for our solid-state, high-power RF amplifiers. The contracts related to these product lines do not meet the requirements for over time revenue recognition because our customers cannot utilize the equipment for its intended purpose during any phase of our manufacturing process; customers do not simultaneously receive and or consume the benefits provided by our performance; customers do not control the asset (i.e., prior to delivery, customers cannot direct the use of the asset, sell or exchange the equipment, etc.); and, although many of our contracts have termination for convenience clauses and or an enforceable right to payment for performance completed to date, our performance creates an asset with an alternative use through the point of delivery.
In determining that our equipment has alternative use, we considered the underlying manufacturing process for our products. In the early phases of manufacturing, raw materials and work in process (including subassemblies) consist of common parts that are highly fungible among many different types of products and customer applications. Finished products are either configured to our standard configuration or based on our customers’ specifications. Finished products, whether built to our standard specification or to a customers’ specification, can be sold to a variety of customers and across many different end use applications with minimal rework, if needed, and without incurring a significant economic loss.
When identifying a contract with our customer, we consider when it has approval and commitment from both parties, if the rights of the parties are identified, if the payment terms are identified, if it has commercial substance and if collectability is probable.
When identifying performance obligations, we consider whether there are multiple promises and how to account for them. In our contracts, multiple promises are separated if they are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or comprise a series of distinct services performed over time, they are combined into a single performance obligation. In some cases, we may also provide the customer with an additional service-type warranty, which we recognize as a separate performance obligation. Service-type warranties do not represent a significant portion of our consolidated net sales. When service-type warranties represent a separate performance obligation, the revenue is deferred and recognized ratably over the extended warranty period. Our contracts, from time-to-time, may also include options for additional goods and services. To date, these options have not represented material rights to the customer as the pricing for them reflects standalone selling prices. As a result, we do not consider options we offer to be performance obligations for which we must allocate a portion of the transaction price. In many cases, we provide assurance-type warranty coverage for some of our products for a period of at least one year from the date of delivery.
When identifying the transaction price, we typically utilize the contract's stated price as a starting point. The transaction price in certain arrangements may include estimated amounts of variable consideration, including award fees, incentive fees or other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved. The estimation of this variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (e.g., historical, current and forecasted) that is reasonably available to us.
When allocating the contract’s transaction price, we consider each distinct performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives and internally approved pricing guidelines related to the performance obligations.
Most of our contracts with customers are denominated in U.S. dollars and typically are either firm fixed-price or cost reimbursable type contracts (including fixed-fee, incentive-fee and time-and-material type contracts). In almost all of our contracts with customers, we are the principal in the arrangement and report revenue on a gross basis. Transaction prices for contracts with U.S. domestic and international customers are usually based on specific negotiations with each customer and in the case of the U.S. government, sometimes based on estimated or actual costs of providing the goods or services in accordance with applicable regulations.
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The timing of revenue recognition, billings and collections results in receivables, unbilled receivables and contract liabilities on our Condensed Consolidated Balance Sheet. Under typical payment terms for our contracts accounted for over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly) or upon achievement of contractual milestones. For certain contracts with provisions that are intended to protect customers in the event we do not satisfy our performance obligations, billings occur subsequent to revenue recognition, resulting in unbilled receivables. Under ASC 606, unbilled receivables constitute contract assets. On large long term contracts, and for contracts with international customers that do not do business with us regularly, payment terms typically require advanced payments and deposits. Under ASC 606, payments received from customers in excess of revenue recognized to date results in a contract liability. These contract liabilities are not considered to represent a significant financing component of the contract because we believe these cash advances and deposits are generally used to meet working capital demands which can be higher in the earlier stages of a contract. Also, advanced payments and deposits provide us with some measure of assurance that the customer will perform on its obligations under the contract. Under the typical payment terms for our contracts accounted for at a point in time, costs are accumulated in inventory until the time of billing, which generally coincides with revenue recognition.
We recognize the incremental costs to obtain or fulfill a contract as an expense when incurred if the amortization period of the asset is one year or less; otherwise, such costs are capitalized and amortized over the estimated life of the contract. During the three months ended October 31, 2022 and 2021, incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material.
As commissions payable to our internal sales and marketing employees or contractors are contingent upon multiple factors, such commissions are not considered direct costs to obtain or fulfill a contract with a customer and are expensed as incurred in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. As for commissions payable to our third-party sales representatives related to long-term contracts, we do consider these types of commissions both direct and incremental costs to obtain and fulfill such contracts. Therefore, such types of commissions are included in total estimated costs at completion for such contracts and expensed over time through cost of sales on our Condensed Consolidated Statements of Operations.
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the end of a fiscal period. Remaining performance obligations, which we refer to as backlog, exclude unexercised contract options and potential orders under IDIQ contracts.
Impairment of Goodwill and Other Intangible Assets. As of October 31, 2022, total goodwill recorded on our Condensed Consolidated Balance Sheet aggregated $347.7 million (of which $173.6 million relates to our Satellite and Space Communications segment and $174.1 million relates to our Terrestrial and Wireless Networks segment). Additionally, as of October 31, 2022, net intangibles recorded on our Condensed Consolidated Balance Sheet aggregated $242.0 million (of which $70.6 million relates to our Satellite and Space Communications segment and $171.4 million relates to our Terrestrial and Wireless Networks segment). Each of our two operating segments constitutes a reporting unit and we must make various assumptions in determining their estimated fair values.
For purposes of reviewing impairment and the recoverability of goodwill and other intangible assets, our Satellite and Space Communications and Terrestrial and Wireless Networks segments each constitute a reporting unit and we must make various assumptions in determining their estimated fair values. Reporting units are defined by how our Chief Executive Officer ("CEO") manages the business, which includes resource allocation decisions. We may, in the future, change our management approach which in turn may change the way we define our reporting units, as such term is defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, "Intangibles - Goodwill and Other." A change to our management approach may require us to perform an interim goodwill impairment test and possibly record impairment charges in a future period.
In accordance with FASB ASC 350, we perform a goodwill impairment analysis at least annually (in the first quarter of each fiscal year), unless indicators of impairment exist in interim periods. If we fail the quantitative assessment of goodwill impairment ("quantitative assessment"), we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.
As a result of our segment restructuring in the fourth quarter of fiscal 2022 from the Commercial Solutions and Government Solutions segments to the Satellite and Space Communications and Terrestrial and Wireless Networks segments, we performed an interim quantitative assessment as of July 29, 2022 and estimated the fair value of each of our reporting units, both before and after the change, using a combination of the income and market approaches.
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We performed our quantitative assessment using market participant assumptions to determine if the fair value of each of our reporting units with goodwill exceeded its carrying value. In making this assessment, we considered, among other things, expectations of projected net sales and cash flows, assumptions impacting the weighted average cost of capital, trends in trading multiples of comparable companies, changes in our stock price and changes in the carrying values of our reporting units with goodwill. We also considered overall business conditions.
The income approach, also known as the discounted cash flow ("DCF") method, utilizes the present value of cash flows to estimate fair value. The future cash flows for our reporting units were projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). For purposes of conducting our impairment analysis, we assumed revenue growth rates and cash flow projections that are below our actual long-term expectations. The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period, which reflects our estimate of stable, perpetual growth. We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. Finally, we compared our estimates of fair values to our total public market capitalization and assessed implied control premiums based on our common stock price of $11.62 as of the date of testing.
Ultimately, based on our quantitative assessments, we determined that our Satellite and Space Communications and Terrestrial and Wireless Networks reporting units had estimated fair values in excess of their carrying values of at least and 18.4% and 11.6%, respectively, and concluded that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment. Also, given its proximity to our next regularly scheduled annual goodwill impairment testing date, we utilized our July 29, 2022 interim quantitative assessment to conclude that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment as of August 1, 2022. Additionally, the carrying value of goodwill was reallocated to our new reporting units based on their respective estimated relative fair value.
It is possible that, during the remainder of fiscal 2023 or beyond, business conditions (both in the U.S. and internationally) could deteriorate from the current state, our current or prospective customers could materially postpone, reduce or even forgo purchases of our products and services to a greater extent than we currently anticipate, or our common stock price could fluctuate.
A significant decline in our customers' spending that is greater than we anticipate or a shift in funding priorities may also have a negative effect on future orders, sales, income and cash flows and we might be required to perform a quantitative assessment during fiscal 2023 or beyond. If assumed net sales and cash flow projections are not achieved in future periods or our common stock price significantly declines from current levels, our Satellite and Space Communications and Terrestrial and Wireless Networks reporting units could be at risk of failing the quantitative assessment and goodwill and intangibles assigned to the respective reporting units could be impaired.
In any event, we are required to perform our next annual goodwill impairment analysis on August 1, 2023 (the start of our fiscal 2024). If our assumptions and related estimates change in the future, or if we change our reporting unit structure or other events and circumstances change (e.g., a sustained decrease in the price of our common stock (considered on both absolute terms and relative to peers)), we may be required to record impairment charges when we perform these tests, or in other future periods. In addition to our impairment analysis of goodwill, we also review net intangible assets with finite lives when an event occurs indicating the potential for impairment. We believe that the carrying values of our net intangible assets were recoverable as of October 31, 2022. Any impairment charges that we may record in the future could be material to our results of operations and financial condition.
Provision for Warranty Obligations. We provide warranty coverage for most of our products, including products under long-term contracts, for a period of at least one year from the date of shipment. We record a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Costs associated with some of our warranties that are provided under long-term contracts are incorporated into our estimates of total contract costs. There exist inherent risks and uncertainties in estimating warranty expenses, particularly on larger or longer-term contracts. If we do not accurately estimate our warranty costs, any changes to our original estimates could be material to our results of operations and financial condition.
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Accounting for Income Taxes. Our deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and applying enacted tax rates expected to be in effect for the year in which we expect the differences to reverse. Our provision for income taxes is based on domestic (including federal and state) and international statutory income tax rates in the tax jurisdictions where we operate, permanent differences between financial reporting and tax reporting and available credits and incentives. We recognize potential interest and penalties related to uncertain tax positions in income tax expense. The U.S. federal government is our most significant income tax jurisdiction.
Significant judgment is required in determining income tax provisions and tax positions. We may be challenged upon review by the applicable taxing authority and positions taken by us may not be sustained. We recognize all or a portion of the benefit of income tax positions only when we have made a determination that it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position and other factors. For tax positions that are determined as "more likely than not" to be sustained upon examination, the tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
The development of valuation allowances for deferred tax assets and reserves for income tax positions requires consideration of timing and judgments about future taxable income, tax issues and potential outcomes, and are subjective critical estimates. Valuation allowances are established, when necessary, to reduce net deferred tax assets to the amount "more likely than not" expected to be realized. A portion of our deferred tax assets consist of federal research and experimentation tax credit carryforwards, some of which was acquired in connection with prior acquisitions. No valuation allowance has been established on these deferred tax assets based on our evaluation that our ability to realize such assets has met the criteria of "more likely than not." We continuously evaluate additional facts representing positive and negative evidence in determining our ability to realize these deferred tax assets. In certain circumstances, the ultimate outcome of exposures and risks involves significant uncertainties. If actual outcomes differ materially from these estimates, they could have a material impact on our results of operations and financial condition.
Our U.S. federal income tax returns for fiscal 2019 through 2021 are subject to potential future Internal Revenue Service ("IRS") audit. None of our state income tax returns prior to fiscal 2018 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition.
Research and Development Costs. We generally expense all research and development costs. Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other personnel-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Costs incurred internally in researching and developing software to be sold are charged to expense until technological feasibility has been established for the software. Judgment is required in determining when technological feasibility of a product is established. Technological feasibility for our advanced communication software solutions is generally reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to customers and when we are able to validate the marketability of such product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. To date, capitalized internally developed software costs were not material.
Provisions for Excess and Obsolete Inventory. We record a provision for excess and obsolete inventory based on historical and projected usage trends. Other factors may also influence our provision, including decisions to exit a product line, technological change and new product development. These factors could result in a change in the amount of excess and obsolete inventory on hand. Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if we determine that our inventory was overvalued, we would be required to recognize such costs in our financial statements at the time of such determination. Any such charge could be material to our results of operations and financial condition.
Allowance for Doubtful Accounts. We perform credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness, as determined by our review of our customers’ current credit information. Generally, we will require cash in advance or payment secured by irrevocable letters of credit before an order is accepted from an international customer that we do not do business with regularly. In addition, we seek to obtain insurance for certain domestic and international customers.
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We monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon our historical experience and any specific customer collection issues that we have identified. In light of ongoing tight credit market conditions, we continue to see requests from our customers for higher credit limits and longer payment terms. Because of our strong cash position and the nominal amount of interest we are earning on our cash and cash equivalents, we have, on a limited basis, approved certain customer requests. We continue to monitor our accounts receivable credit portfolio. To-date, there has been no material changes in our credit portfolio as a result of the COVID-19 pandemic on worldwide business activities.
Although our overall credit losses have historically been within the allowances we established, we cannot accurately predict our future credit loss experience, given the current poor business environment. Measurement of credit losses requires consideration of historical loss experience, including the need to adjust for changing business conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the financial health of specific customers. Future changes to the estimated allowance for doubtful accounts could be material to our results of operations and financial condition.
Fiscal 2023: First Quarter Highlights and Business Outlook
Fiscal 2023 is off to a strong start, as we exceeded our consolidated net sales and Adjusted EBITDA expectations for the first quarter of fiscal 2023. Financial highlights for the first quarter include:
•Consolidated net sales were $131.1 million, up 3.3% sequentially from the fourth quarter of fiscal 2022 and up 12.2% from the first quarter of fiscal 2022;
•Gross margin was 35.7%, comparable with gross margins in both our first and fourth quarters of fiscal 2022;
•GAAP net loss attributable to common stockholders was $12.8 million, and included $9.1 million of CEO transition costs, $1.3 million of restructuring costs and $0.7 million of strategic emerging technology costs for next-generation satellite technology;
•GAAP EPS loss of $0.46 and Non-GAAP EPS income of $0.16;
•Adjusted EBITDA (a Non-GAAP financial measure discussed below) of $10.7 million, or 8.2% of consolidated net sales, an increase from the $5.5 million, or 4.7% of consolidated net sales for the first quarter of fiscal 2022;
•New bookings (also referred to as orders) of $181.2 million, representing a 26.9% sequential quarterly increase and a quarterly book-to-bill ratio of 1.38x (a measure defined as bookings divided by net sales);
•Backlog of $668.2 million as of October 31, 2022, compared to $618.1 million as of July 31, 2022 and $628.5 million as of October 31, 2021;
•Revenue visibility of approximately $1.1 billion. We measure this revenue visibility as the sum of our $668.2 million of backlog, plus the total unfunded value of certain multi-year contracts that we have received and from which we expect future orders; and
•Cash flows used in operating activities of $6.2 million. Excluding $3.8 million in aggregate payments related to our CEO transition, cash used in operating activities would have been $2.4 million.
Non-GAAP financial measures discussed above are reconciled to the most directly comparable GAAP financial measures in the table included in the below section "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of the Results of Operations for the Three Months Ended October 31, 2022 and 2021."
In August 2022, we announced that Ken Peterman was appointed President and CEO. Prior to such appointment, in May 2022, Mr. Peterman joined our Board of Directors as Chairman. With over forty years in the defense sector, Mr. Peterman’s significant experience in satellite technology and decades of experience with U.S. government contracting is expected to enhance our efforts to continually improve commercial success and shareholder value.
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To execute our new CEO’s initiatives to further strengthen and grow our businesses, we continue to enhance our leadership team with the intent to effectively move our company forward and, at the same time, maximize our ability to compete and deliver across our global market segments. To that end we created the roles of Chief Strategy Officer – Defense and Chief Strategy Officer – Commercial to help realize our business objectives in each of these respective markets. Daniel Gizinski and Jay Whitehurst, respectively, were appointed to these two new positions. Mr. Gizinski has been with Comtech for three years, most recently serving as President of Comtech Network Systems, Inc. Mr. Whitehurst has been with Comtech for eleven years, most recently serving as President of Comtech’s Trusted Location and Messaging Solutions business. Also, in connection with the re-segmentation of our reportable operating segments, Tim Jenkins was appointed President of our Terrestrial and Wireless Networks segment and Justin Wexler was appointed President of our Satellite and Space Communications segment. Mr. Jenkins has been with Comtech for three years, most recently serving as President of our former Safety and Security Technologies product group. Mr. Wexler joined Comtech in November 2022 and most recently served as Chief Operating Officer of Clear Align and, prior to that, spent fifteen years with L3 Technologies in multiple leadership roles. Additionally, to elevate our position as an integrated services and solutions provider across both segments, Doug Houston was named Vice President of Global Support. Mr. Houston has been with Comtech for ten years, most recently serving as President of Comtech Systems, Inc. With these and other key positions filled, we believe we can further improve efficiencies and streamline our operations into “One Comtech.”
During the first quarter of fiscal 2023, we moved forward on our investments in capital equipment and building improvements in connection with the opening of a new 146,000 square-foot facility in Chandler, Arizona, and the establishment of a 56,000 square-foot facility in Basingstoke, United Kingdom. Although COVID-19 and supply chain issues have extended our original build-out schedules, particularly as it relates to our Chandler, Arizona facility, both manufacturing centers are expected to support production of next-generation broadband satellite technology and should be fully operational in fiscal 2023 as we enter the final stages of the build-out.
We experienced strong order flow during the three months ended October 31, 2022. Key bookings include: a $50.0 million plus award of incremental funding on an existing contract to provide next generation troposcatter systems in support of the U.S. military; enhanced 911 call routing services, valued in excess of $30.0 million, for one of the largest wireless carriers in the United States; and a large multi-million dollar Foreign Military Sales (“FMS”) contract for beyond line-of-sight communications terminals and upgrades to the Ukrainian government’s existing systems. While our business continues to face near-term challenges and continued uncertainties, as further discussed below, we are pleased with our strong bookings performance in the first quarter, as it represented our fourth consecutive quarter of sequential growth and restored our funded backlog to a level not reported since July 2021.
As we enter the second quarter of fiscal 2023, business conditions continue to be challenging, and the operating environment is largely unpredictable, including factors such as inflation, interest rate hikes, the repercussions of the military conflict between Russia and Ukraine and a potential global recession. There also continues to be order and production delays, disruptions in component availability, increased pricing both for labor and parts, lower levels of factory utilization and higher logistics and operational costs. In light of these business conditions and resulting challenges, for our second quarter of fiscal 2023, we are targeting consolidated net sales to increase between 1.0% and 3.0%, sequentially, and for our consolidated Adjusted EBITDA margin to approximate 8.0%.
We do not provide forward-looking guidance for GAAP results because we are unable to predict certain items contained in the GAAP measure without unreasonable efforts. Please refer to the discussion below under "Adjusted EBITDA" for more information. Also, because our consolidated Adjusted EBITDA, as a percentage of consolidated net sales, depends on the volume of sales, sales mix and related gross profit for each segment as well as unallocated spending, it is inherently difficult to forecast.
On December 8, 2022, our Board of Directors declared a cash dividend of $0.10 per common share, payable on February 17, 2023 to stockholders of record at the close of business on January 18, 2023. Future common stock dividends remain subject to compliance with financial covenants under our Credit Facility, as well as Board approval and certain voting rights of holders of our Series A Convertible Preferred Stock.
Additional information related to our Business Outlook for fiscal 2023 and a definition and explanation of Adjusted EBITDA is included in the below section "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of the Results of Operations for the Three Months Ended October 31, 2022 and 2021."
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COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2022 AND 2021
Net Sales. Consolidated net sales were $131.1 million and $116.8 million for the three months ended October 31, 2022 and 2021, respectively, representing an increase of $14.3 million, or 12.2%. The period-over-period increase in net sales primarily reflects higher net sales in our Satellite and Space Communications segment, as further discussed below.
Satellite and Space Communications
Net sales in our Satellite and Space Communications segment were $80.9 million for the three months ended October 31, 2022 as compared to $64.6 million for the three months ended October 31, 2021, an increase of $16.3 million or 25.2%. Net sales for the three months ended October 31, 2022 primarily reflect sales related to a recently awarded FMS contract for beyond line-of-sight communications terminals and upgrades to the Ukrainian government’s existing systems and a period-over-period increase in sales of our satellite ground station technologies, offset in part by lower sales of our high reliability Electrical, Electronic and Electromechanical ("EEE") satellite-based space components. Our Satellite and Space Communications segment represented 61.7% of consolidated net sales for the three months ended October 31, 2022 as compared to 55.3% for the three months ended October 31, 2021. Our book-to-bill ratio (a measure defined as bookings divided by net sales) in this segment for the three months ended October 31, 2022 was 1.68x.
Bookings, sales and profitability in our Satellite and Space Communications segment can fluctuate substantially from period-to-period due to many factors, including unpredictable funding, deployment and technology decisions by our U.S. and international government customers. Period-to-period fluctuations in bookings are normal for this segment. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.
Terrestrial and Wireless Networks
Net sales in our Terrestrial and Wireless Networks segment were $50.3 million for the three months ended October 31, 2022, as compared to $52.2 million for the three months ended October 31, 2021, a decrease of $1.9 million, or 3.6%. Net sales in the three months ended October 31, 2022 reflect lower sales of our trusted location and messaging solutions and cyber security training services, offset in part by higher sales of our NG-911 solutions. Our Terrestrial and Wireless Networks segment represented 38.3% of consolidated net sales for the three months ended October 31, 2022 as compared to 44.7% for the three months ended October 31, 2021. Our book-to-bill ratio for this segment was 0.90x.
Bookings, sales and profitability in our Terrestrial and Wireless Networks segment can fluctuate from period-to-period due to many factors, including changes in the general business environment. Period-to-period fluctuations in bookings are normal for this segment. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.
Geography and Customer Type
Sales by geography and customer type, as a percentage of related sales, for the three months ended October 31, 2022 and 2021 are as follows:

|  | Three months ended October 31,
|  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021
|  | Satellite and Space Communications |  | Terrestrial and Wireless Networks |  | Consolidated
U.S. government |  | 50.7 | % |  | 52.5 | % |  | 2.1 | % |  | 2.4 | % |  | 32.1 | % |  | 30.1 | %
Domestic |  | 18.9 | % |  | 16.7 | % |  | 91.5 | % |  | 87.7 | % |  | 46.7 | % |  | 48.5 | %
Total U.S. |  | 69.6 | % |  | 69.2 | % |  | 93.6 | % |  | 90.1 | % |  | 78.8 | % |  | 78.6 | %
International |  | 30.4 | % |  | 30.8 | % |  | 6.4 | % |  | 9.9 | % |  | 21.2 | % |  | 21.4 | %
Total |  | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %

Sales to U.S. government customers include sales to the DoD, intelligence and civilian agencies, as well as sales directly to or through prime contractors.
Domestic sales include sales to commercial customers, as well as to U.S. state and local governments. Included in domestic sales are sales to Verizon, which accounted for 12.5% and 11.7% of consolidated net sales for the three months ended October 31, 2022 and 2021, respectively.
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International sales for the three months ended October 31, 2022 and 2021 (which include sales to U.S. domestic companies for inclusion in products that are sold to international customers) were $27.8 million and $25.0 million, respectively. Except for the U.S., no individual country (including sales to U.S. domestic companies for inclusion in products that are sold to a foreign country) represented more than 10% of consolidated net sales for the three months ended October 31, 2022 and 2021.
Gross Profit. Gross profit was $46.8 million and $41.7 million for the three months ended October 31, 2022 and 2021, respectively, an increase of $5.1 million. Gross profit in each period, as a percentage of consolidated net sales, was 35.7%. Our gross profit (both in dollars and as a percentage of consolidated net sales) reflects an increase in net sales and overall product mix changes, as discussed above. Our gross profit in both periods also reflects start-up costs associated with the opening of our new high-volume technology manufacturing centers, as well as increased costs resulting from the ongoing impacts of the COVID-19 pandemic and inflationary pressures. Gross profit, as a percentage of related segment net sales, is further discussed below.
Our Satellite and Space Communications segment's gross profit, as a percentage of related segment net sales, for the three months ended October 31, 2022 increased in comparison to the three months ended October 31, 2021 and reflects changes in products and services mix, as discussed above. Also, during the three months ended October 31, 2021, we incurred $0.7 million of incremental operating costs related to our antenna facility located in the United Kingdom due to the impact of the COVID-19 pandemic. There were no such costs in the three months ended October 31, 2022.
Our Terrestrial and Wireless Networks segment's gross profit, as a percentage of related segment net sales, for the three months ended October 31, 2022 decreased in comparison to the three months ended October 31, 2021. The gross profit percentage in the most recent three-month period primarily reflects changes in products and services mix, as discussed above.
Included in consolidated cost of sales for the three months ended October 31, 2022 and 2021 are provisions for excess and obsolete inventory of $0.8 million and $1.2 million, respectively. As discussed in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Provisions for Excess and Obsolete Inventory," we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage trends.
Our consolidated gross profit, as a percentage of consolidated net sales, depends on the volume of sales, sales mix and related gross profit for each segment, and therefore is inherently difficult to forecast.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $29.3 million and $28.2 million for the three months ended October 31, 2022 and 2021, respectively. As a percentage of consolidated net sales, selling, general and administrative expenses were 22.3% and 24.1% for the three months ended October 31, 2022 and 2021, respectively.
During the three months ended October 31, 2022 and 2021, we incurred $1.3 million and $0.7 million, respectively, of restructuring costs primarily to streamline our operations, including costs related to the ongoing relocation of certain of our satellite earth station production facilities to a new 146,000 square foot facility in Chandler, Arizona. Excluding restructuring costs, selling, general and administrative expenses for the three months ended October 31, 2022 and 2021 would have been $28.0 million or 21.4% and $27.5 million or 23.6%, respectively, of consolidated net sales. The decrease in our selling, general and administrative expenses, as a percentage of consolidated net sales, is primarily due to higher consolidated net sales, as discussed above. Our selling, general and administrative expenses in the most recent period also reflect higher labor costs associated with a tight global labor market, increased investments in marketing, including new social media activities and other investments we are making to achieve our long term business goals. Such spending is expected to continue in fiscal 2023.
Amortization of stock-based compensation expense recorded as selling, general and administrative expenses was $0.6 million in the three months ended October 31, 2022 as compared to $0.8 million in the three months ended October 31, 2021. Amortization of stock-based compensation is not allocated to our two reportable operating segments.
Research and Development Expenses. Research and development expenses were $12.8 million and $12.5 million for the three months ended October 31, 2022 and 2021, respectively, representing an increase of $0.3 million or 2.0%. As a percentage of consolidated net sales, research and development expenses were 9.8% and 10.7% for the three months ended October 31, 2022 and 2021, respectively.
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For the three months ended October 31, 2022 and 2021, research and development expenses of $6.4 million and $6.8 million, respectively, related to our Satellite and Space Communications segment and $6.3 million and $5.6 million, respectively, related to our Terrestrial and Wireless Networks segment. The remaining research and development expenses of $0.1 million for both the three months ended October 31, 2022 and 2021, related to the amortization of stock-based compensation expense.
During the three months ended October 31, 2022, we incurred $0.7 million of strategic emerging technology costs for next-generation satellite technology to advance our solutions offerings to be used with new broadband satellite constellations, all of which was incurred in our Satellite and Space Communications segment. We are evaluating this new market in relation to our long-term business strategies, and we may incur additional costs in the future. There were no similar costs in the comparable period of the prior year.
Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During the three months ended October 31, 2022 and 2021, customers reimbursed us $2.2 million and $2.6 million, respectively, which is not reflected in the reported research and development expenses but is included in net sales with the related costs included in cost of sales.
Amortization of Intangibles. Amortization relating to intangible assets with finite lives for both the three months ended October 31, 2022 and 2021 was $5.3 million (of which $1.8 million was for the Satellite and Space Communications segment and $3.5 million was for the Terrestrial and Wireless Networks segment).
Proxy Solicitation Costs. During the three months ended October 31, 2021, we incurred $2.2 million of proxy solicitation costs (including legal and advisory fees and costs associated with a related lawsuit) in our Unallocated segment as a result of a now settled proxy contest initiated by a shareholder. During our first quarter of fiscal 2022, we also entered into a Cooperation Agreement with such shareholder.
CEO Transition Costs. On August 9, 2022, our Board of Directors appointed our Chairman of the Board, Mr. Peterman, as President and CEO. Transition costs related to our former President and CEO, Mr. Porcelain, pursuant to his separation agreement with the Company, were $7.4 million, of which $3.8 million related to the acceleration of unamortized stock-based compensation, with the remaining $3.6 million related to his severance payments and benefits upon termination of employment. The cash portion of the transition costs of $3.6 million was paid to Mr. Porcelain in October 2022. Also, in connection with Mr. Peterman entering into an employment agreement with the Company, effective as of August 9, 2022, we incurred a $1.0 million expense related to a cash sign-on bonus. CEO transition costs related to Mr. Porcelain and Mr. Peterman were expensed in our Unallocated segment during the first quarter of fiscal 2023.
Operating Loss. Operating loss for the three months ended October 31, 2022 and 2021 was $9.7 million and $6.5 million, respectively. Operating income (loss) by reportable segment is shown in the table below:

|  | Three months ended October 31,
|  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021
($ in millions) |  | Satellite and Space Communications |  | Terrestrial and Wireless Networks |  | Unallocated |  | Consolidated
Operating income (loss) |  | $ | 5.0 |  |  | (5.3) |  |  | 0.7 |  |  | 6.1 |  |  | (15.5) |  |  | (7.3) |  |  | $ | (9.7) |  |  | (6.5) |
Percentage of related net sales |  | 6.2 | % |  | NA |  | 1.5 | % |  | 11.7 | % |  | NA |  | NA |  | NA |  | NA

Our GAAP operating loss of $9.7 million for the three months ended October 31, 2022 reflects: (i) $9.1 million of CEO transition costs; (ii) $5.3 million of amortization of intangibles; (iii) $1.3 million of restructuring costs; (iv) $0.9 million of amortization of stock-based compensation; (v) $0.7 million of strategic emerging technology costs; and (vi) $0.2 million of amortization of cost to fulfill assets, as discussed above. Excluding such items, our consolidated operating income for the three months ended October 31, 2022 would have been $7.9 million, or 6.0% of consolidated net sales. Our GAAP operating loss of $6.5 million for the three months ended October 31, 2021 reflects: (i) $5.3 million of amortization of intangibles; (ii) $2.2 million of proxy solicitation costs; (iii) $0.9 million of amortization of stock-based compensation; (iv) $0.7 million of restructuring costs; and (v) $0.7 million of incremental operating costs due to the impact of COVID-19, as discussed above. Excluding such items, our consolidated operating income for the three months ended October 31, 2021 would have been $3.3 million, or 2.8% of consolidated net sales. The increase in operating income for the three months ended October 31, 2022, excluding such items in each respective period, was primarily due to higher consolidated net sales, as discussed above. Operating income (loss) by reportable segment is further discussed below.
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The increase in our Satellite and Space Communications segment operating income for the three months ended October 31, 2022 was driven primarily by an increase in related segment net sales and gross profit percentage, as discussed above.
The decrease in our Terrestrial and Wireless Networks segment operating income, both in dollars and as a percentage of the related segment net sales, for the three months ended October 31, 2022 was driven primarily by a decrease in related segment net sales and gross profit percentage, as discussed above.
The increase in unallocated expenses for the three months ended October 31, 2022 as compared to the three months ended October 31, 2021 was driven primarily by CEO transition costs incurred during the most recent quarter, as discussed above. Amortization of stock-based compensation was $0.9 million, for both the three months ended October 31, 2022 and 2021. Excluding the impact of CEO transition costs and proxy solicitation costs in their respective periods, unallocated expenses would have been $6.4 million and $5.1 million, respectively, for the three months ended October 31, 2022 and 2021.
Interest Expense and Other. Interest expense was $2.2 million and $1.6 million for the three months ended October 31, 2022 and 2021, respectively. Our effective interest rate (including amortization of deferred financing costs) in the three months ended October 31, 2022 was approximately 5.9%. Our current cash borrowing rate (which excludes the amortization of deferred financing costs) under our existing Amended Credit Facility approximates 7.9%.
Interest (Income) and Other. Interest (income) and other for both the three months ended October 31, 2022 and 2021 was nominal. All of our available cash and cash equivalents are currently invested in bank deposits and money market deposit accounts which, at this time, are currently yielding an immaterial interest rate.
Change in Fair Value of Convertible Preferred Stock Purchase Option Liability. During the three months ended October 31, 2021, we recorded a $0.3 million non-cash benefit from the remeasurement of the convertible preferred stock purchase option liability. There was no similar adjustment during the three months ended October 31, 2022. See "Notes to Condensed Consolidated Financial Statements - Note (16) - Convertible Preferred Stock" for more information.
Benefit from Income Taxes. For the three months ended October 31, 2022 and 2021, we recorded a tax benefit of $0.6 million and $2.1 million, respectively. Our effective tax rate (excluding discrete tax items) for the three months ended October 31, 2022 and 2021 was 19.0% and 21.0%, respectively. The decrease in the rate is primarily due to expected product and geographical mix changes reflected in our fiscal 2023 business outlook.
For purposes of determining our 19.0% estimated annual effective tax rate for fiscal 2023, CEO transition costs are considered significant, unusual or infrequently occurring discrete tax items and are excluded from the computation of our effective tax rate.
During the three months ended October 31, 2022, we recorded a net discrete tax benefit of $0.1 million primarily related to the deductible portion of CEO transition costs, partially offset by the settlement of stock-based awards. During the three months ended October 31, 2021, we recorded a net discrete tax benefit of $0.4 million, primarily related to the remeasurement of certain deferred tax items as a result of restructuring activities taken during the quarter.
Our U.S. federal income tax returns for fiscal 2019 through 2021 are subject to potential future IRS audit. None of our state income tax returns prior to fiscal 2018 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition.
Net Loss Attributable to Common Stockholders. During the three months ended October 31, 2022 and 2021, consolidated net loss attributable to common stockholders was $12.8 million and $11.2 million, respectively.
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Adjusted EBITDA. Adjusted EBITDA (both in dollars and as a percentage of related net sales) for both the three months ended October 31, 2022 and 2021 are shown in the table below (numbers in the table may not foot due to rounding):

|  | Three months ended October 31,
|  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021
($ in millions) |  | Satellite and Space Communications |  | Terrestrial and Wireless Networks |  | Unallocated |  | Consolidated
Net income (loss) |  | $ | 5.8 |  | (5.1) |  | 0.6 |  | 6.0 |  | (17.5) |  | (6.9) |  | $ | (11.1) |  | (6.0)
(Benefit from) provision for income taxes |  | (0.2) |  | (0.6) |  | (0.2) |  | 0.1 |  | (0.2) |  | (1.6) |  | (0.6) |  | (2.1)
Interest expense |  | — |  | 0.1 |  | — |  | — |  | 2.2 |  | 1.5 |  | 2.2 |  | 1.6
Interest (income) and other |  | (0.6) |  | 0.2 |  | 0.3 |  | — |  | — |  | — |  | (0.3) |  | 0.2
Change in fair value of convertible preferred stock purchase option liability |  | — |  | — |  | — |  | — |  | — |  | (0.3) |  | — |  | (0.3)
Amortization of stock-based compensation |  | — |  | — |  | — |  | — |  | 0.9 |  | 0.9 |  | 0.9 |  | 0.9
Depreciation |  | 1.0 |  | 0.8 |  | 1.7 |  | 1.4 |  | — |  | 0.1 |  | 2.8 |  | 2.2
Amortization of intangibles |  | 1.8 |  | 1.8 |  | 3.5 |  | 3.5 |  | — |  | — |  | 5.3 |  | 5.3
Amortization of cost to fulfill assets |  | 0.2 |  | — |  | — |  | — |  | — |  | — |  | 0.2 |  | —
Restructuring costs |  | 1.1 |  | 0.7 |  | — |  | — |  | 0.3 |  | — |  | 1.3 |  | 0.7
COVID-19 related costs |  | — |  | 0.7 |  | — |  | — |  | — |  | — |  | — |  | 0.7
Strategic emerging technology costs |  | 0.7 |  | — |  | — |  | — |  | — |  | — |  | 0.7 |  | —
CEO transition costs |  | — |  | — |  | — |  | — |  | 9.1 |  | — |  | 9.1 |  | —
Proxy solicitation costs |  | — |  | — |  | — |  | — |  | — |  | 2.2 |  | — |  | 2.2
Adjusted EBITDA |  | $ | 9.9 |  | (1.3) |  | 6.0 |  | 11.0 |  | (5.2) |  | (4.2) |  | $ | 10.7 |  | 5.5
Percentage of related net sales |  | 12.2 | % |  | NA |  | 11.9 | % |  | 21.1 | % |  | NA |  | NA |  | 8.2 | % |  | 4.7 | %

The increase in consolidated Adjusted EBITDA, both in dollars and as a percentage of consolidated net sales, for the three months ended October 31, 2022 as compared to the three months ended October 31, 2021 is primarily attributable to higher consolidated net sales, as discussed above.
The increase in our Satellite and Space Communications segment's Adjusted EBITDA, both in dollars and as a percentage of related segment net sales, is primarily due to an increase in that segment's net sales and gross profit percentage, as discussed above.
The decrease in our Terrestrial and Wireless Networks segment's Adjusted EBITDA, both in dollars and as a percentage of related segment net sales, is primarily due to a decrease in that segment’s net sales and gross profit percentage, as discussed above.
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A reconciliation of our fiscal 2022 GAAP net loss to Adjusted EBITDA is shown in the table below (numbers in the table may not foot due to rounding):

($ in millions) |  | Fiscal Year 2022 |
Reconciliation of GAAP Net Loss to Adjusted EBITDA: |  |  |
Net loss |  | $ | (33.1) |  |
Benefit from income taxes |  | (4.0) |  |
Interest (income) and other |  | (0.7) |  |
Change in fair value of convertible preferred stock purchase option liability |  | (1.0) |  |
Interest expense |  | 5.0 |  |
Amortization of stock-based compensation |  | 7.8 |  |
Amortization of intangibles |  | 21.4 |  |
Depreciation |  | 10.3 |  |
Amortization of cost to fulfill assets |  | 0.5 |  |
CEO transition costs |  | 13.6 |  |
Proxy solicitation costs |  | 11.2 |  |
Restructuring costs |  | 6.0 |  |
COVID-19 related costs |  | 1.1 |  |
Strategic emerging technology costs |  | 1.2 |  |
Adjusted EBITDA |  | $ | 39.3 |  |

Our Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before income taxes, interest (income) and other, change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, amortization of cost to fulfill assets, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID-19 related costs, strategic emerging technology costs (for next-generation satellite technology), facility exit costs, CEO transition costs, proxy solicitation costs, strategic alternatives analysis expenses and other. Our definition of Adjusted EBITDA may differ from the definition of EBITDA or Adjusted EBITDA used by other companies and therefore may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is also a measure frequently requested by our investors and analysts. We believe that investors and analysts may use Adjusted EBITDA, along with other information contained in our SEC filings, including GAAP measures, in assessing our performance and comparability of our results with other companies. Our Non-GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described herein and also excludes the effects of our outstanding convertible preferred stock. During the first quarter of fiscal 2023, we changed the computation of our Non-GAAP measures of operating (loss) income, net (loss) income attributable to common stockholders and net (loss) income per diluted common share to adjust for amortization of intangibles (including cost to fulfill assets) and stock-based compensation. This change was made to improve the comparability of our results with our peers. Prior period Non-GAAP results have been restated in the tables below to reflect this change.
These Non-GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct our business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared in accordance with GAAP. These measures are adjusted as described in the reconciliation of GAAP to Non-GAAP measures in the tables presented herein, but these adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non-recurring. Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP. Investors are advised to carefully review the GAAP financial results that are disclosed in our SEC filings. We have not quantitatively reconciled our second quarter fiscal 2023 Adjusted EBITDA target to the most directly comparable GAAP measure because items such as stock-based compensation, adjustments to the provision for income taxes, amortization of intangibles and interest expense, which are specific items that impact these measures, have not yet occurred, are out of our control, or cannot be predicted. For example, quantification of stock-based compensation expense requires inputs such as the number of shares granted and market price that are not currently ascertainable. Accordingly, reconciliations to the Non-GAAP forward looking metrics are not available without unreasonable effort and such unavailable reconciling items could significantly impact our financial results.
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Reconciliations of our GAAP consolidated operating (loss) income, net (loss) income attributable to common stockholders and net (loss) income per diluted common share for the three months ended October 31, 2022 and 2021 to the corresponding Non-GAAP measures are shown in the tables below (numbers and per share amounts in the tables may not foot due to rounding). Non-GAAP net (loss) income attributable to common stockholders and net (loss) income per diluted common share reflect Non-GAAP provisions for income taxes based on year-to-date results, as adjusted for the Non-GAAP reconciling items included in the tables below. We evaluate our Non-GAAP effective income tax rate on an ongoing basis, and it can change from time to time. Our Non-GAAP effective income tax rate can differ materially from our GAAP effective income tax rate. In addition, due to the GAAP net loss for the period, Non-GAAP EPS for the three months ended October 31, 2022 and 2021 was computed using weighted average diluted shares outstanding of 28,271,000 and 26,875,000 during the respective period.

|  | Three months ended October 31, 2022
($ in millions, except for per share amount) |  | Operating (Loss) Income |  | Net (Loss) Income Attributable to Common Stockholders |  | Net (Loss) Income per Diluted Common Share
Reconciliation of GAAP to Non-GAAP Earnings: |  |  |  |  |  |  |  |  |
GAAP measures, as reported |  | $ | (9.7) |  |  | $ | (12.8) |  |  | $ | (0.46) |
Adjustments to reflect redemption value of convertible preferred stock |  |  | — |  |  |  | 1.7 |  |  |  | 0.06 |
CEO transition costs |  |  | 9.1 |  |  |  | 8.6 |  |  |  | 0.31 |
Amortization of intangibles |  |  | 5.3 |  |  |  | 4.1 |  |  |  | 0.15 |
Restructuring costs |  |  | 1.3 |  |  |  | 1.0 |  |  |  | 0.04 |
Amortization of stock-based compensation |  |  | 0.9 |  |  |  | 0.7 |  |  |  | 0.03 |
Strategic emerging technology costs |  |  | 0.7 |  |  |  | 0.6 |  |  |  | 0.02 |
Amortization of cost to fulfill assets |  |  | 0.2 |  |  |  | 0.2 |  |  |  | 0.01 |
Net discrete tax expense |  |  | — |  |  |  | 0.4 |  |  |  | 0.01 |
Non-GAAP measures |  | $ | 7.9 |  |  | $ | 4.6 |  |  | $ | 0.16 |
|  | Three months ended October 31, 2021
($ in millions, except for per share amount) |  | Operating (Loss) Income |  | Net (Loss) Income Attributable to Common Stockholders |  | Net (Loss) Income per Diluted Common Share
Reconciliation of GAAP to Non-GAAP Earnings: |  |  |  |  |  |  |  |  |
GAAP measures, as reported |  | $ | (6.5) |  |  | $ | (11.2) |  |  | $ | (0.43) |
Adjustment to reflect redemption value of convertible preferred stock |  |  | — |  |  |  | 5.2 |  |  |  | 0.20 |
Amortization of intangibles |  |  | 5.3 |  |  |  | 4.1 |  |  |  | 0.15 |
Proxy solicitation costs |  |  | 2.2 |  |  |  | 1.6 |  |  |  | 0.06 |
Amortization of stock-based compensation |  |  | 0.9 |  |  |  | 0.7 |  |  |  | 0.03 |
Restructuring costs |  |  | 0.7 |  |  |  | 0.5 |  |  |  | 0.02 |
COVID-19 related costs |  |  | 0.7 |  |  |  | 0.5 |  |  |  | 0.02 |
Change in fair value of convertible preferred stock purchase option liability |  |  | — |  |  |  | (0.3) |  |  |  | (0.01) |
Net discrete tax benefit |  |  | — |  |  |  | (0.4) |  |  |  | (0.01) |
Non-GAAP measures |  | $ | 3.3 |  |  | $ | 0.9 |  |  | $ | 0.03 |

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Index
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents were $21.5 million and $21.7 million at October 31, 2022 and July 31, 2022, respectively. For the three months ended October 31, 2022, our cash flows reflect the following:
•Net cash used in operating activities was $6.2 million for the three months ended October 31, 2022 as compared to net cash provided by operating activities of $4.8 million for the three months ended October 31, 2021. During the three months ended October 31, 2022, we paid $3.8 million in total CEO transition costs. Excluding such payments, net cash used in operating activities would have been $2.4 million. The period-over-period decrease in cash flow from operating activities (which excludes the payments of CEO transition costs) reflects overall changes in net working capital requirements, principally the timing of shipments, billings and payments.
•Net cash used in investing activities for the three months ended October 31, 2022 and 2021 was $7.2 million and $3.6 million, respectively. Net cash used in investing activities for the three months ended October 31, 2022 primarily reflects capital expenditures to build-out cloud-based computer networks to support our recent NG-911 contract wins and capital investments and building improvements in connection with the opening of our new high-volume technology manufacturing centers. Net cash used in both periods also relates to expenditures for property, plant and equipment upgrades and enhancements.
•Net cash provided by (used in) financing activities was $13.3 million and $1.1 million for the three months ended October 31, 2022 and 2021, respectively. During the three months ended October 31, 2021, we received an aggregate of $100.0 million in proceeds related to the issuance of a new series of Convertible Preferred Stock to certain investors. During the three months ended October 31, 2022, we had net borrowings under our Credit Facility of $18.7 million as compared to net payments under our Credit Facility of $93.0 million during the three months ended October 31, 2021. During the three months ended October 31, 2022 and 2021, we paid $3.1 million and $2.9 million, respectively, in cash dividends to our common stockholders. We also made $2.3 million and $4.7 million of payments to remit employees' statutory tax withholding requirements related to the net settlement of stock-based awards during the three months ended October 31, 2022 and 2021, respectively.
The Credit Facility is discussed below and in "Notes to Condensed Consolidated Financial Statements – Note (9) – Credit Facility."
The Convertible Preferred Stock is discussed below and in "Notes to Condensed Consolidated Financial Statements – Note (16) – Convertible Preferred Stock."
Our investment policy relating to our cash and cash equivalents is intended to minimize principal loss while at the same time maximize the income we receive without significantly increasing risk. To minimize risk, we generally invest our cash and cash equivalents in money market mutual funds (both government and commercial), certificates of deposit, bank deposits, and U.S. Treasury securities. Many of our money market mutual funds invest in direct obligations of the U.S. government, bank securities guaranteed by the Federal Deposit Insurance Corporation, certificates of deposit and commercial paper and other securities issued by other companies. While we cannot predict future market conditions or market liquidity, we believe our investment policies are appropriate in the current environment. Ultimately, the availability of our cash and cash equivalents is dependent on a well-functioning liquid market.
In addition to making capital investments for our new high-volume manufacturing centers, we have been making significant capital expenditures and building out cloud-based computer networks to support our previously announced NG-911 contract wins for the states of Pennsylvania, South Carolina and Arizona. We expect capital investments for these and other initiatives to continue in fiscal 2023 as we look to complete such projects.
On July 13, 2022, we filed a $200.0 million shelf registration statement with the SEC for the sale of various types of securities, including debt. This new shelf registration statement was declared effective by the SEC as of July 25, 2022.
On September 29, 2020, our Board of Directors authorized a new $100.0 million stock repurchase program, which replaced our prior program. The new $100.0 million stock repurchase program has no time restrictions and repurchases may be made from time to time in open-market or privately negotiated transactions, or by other means in accordance with federal securities laws. There were no repurchases of our common stock during the three months ended October 31, 2022 and 2021.
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Index
On September 29, 2022, our Board of Directors declared a dividend of $0.10 per common share, which was paid on November 18, 2022. On December 8, 2022, our Board of Directors declared a dividend of $0.10 per common share, payable on February 17, 2023 to stockholders of record at the close of business on January 18, 2023. Future common stock dividends remain subject to compliance with financial covenants under our Credit Facility, as well as Board approval and certain voting rights of holders of our Series A Convertible Preferred Stock.
Our material cash requirements are for working capital, capital expenditures, income tax payments, debt service, facilities lease payments and dividends related to our common stock and dividends related to our Convertible Preferred Stock, which are payable in kind or in cash at our election.
We have historically met our cash requirements with funds provided by a combination of cash and cash equivalent balances, cash generated from operating activities and cash generated from equity and debt financing transactions. In our first quarter of fiscal 2022, we secured a $100.0 million strategic growth investment to enhance our financial flexibility and strengthen our ability to capitalize on recent large contract awards and growing customer demand by making crucial investments in our satellite and space communications and terrestrial and wireless networks solutions. Based on our current revenue visibility, we believe that our existing cash and cash equivalent balances, our cash generated from operating activities and amounts potentially available under our Amended Credit Facility will be sufficient to meet our currently anticipated cash requirements in the next twelve months and beyond.
Our material cash requirements could increase beyond our current expectations due to factors such as general economic conditions, a change in government spending priorities, or larger than usual customer orders. Also, in light of our new CEO's initiatives to grow the Company, we continue to review and evaluate our capital allocation plans. Furthermore, we may choose to raise additional funds through equity and debt financing transactions to provide additional flexibility or to pursue acquisitions. Although it is difficult in the current economic and credit environment to predict the terms and conditions of financing that may be available in the future, we believe that we would have sufficient access to credit from financial institutions and/or financing from public and private debt and equity markets.
Credit Facility
On October 31, 2018, we entered into a First Amended and Restated Credit Agreement (the "Credit Facility") with a syndicate of lenders. On November 30, 2022, we entered into the Second Amended and Restated Credit Facility (the “Amended Credit Facility”) with the existing lenders. See “Subsequent Event - Amended Credit Facility” below for further information. Capitalized terms used but not defined herein have the meanings set forth for such terms in the Credit Facility and Amended Credit Facility, which have been documented and filed with the SEC.
As of October 31, 2022, the amount outstanding under our Credit Facility was $148.7 million, which is reflected in the non-current portion of long-term debt on our Condensed Consolidated Balance Sheet. At October 31, 2022, we had $0.5 million of standby letters of credit outstanding under our Credit Facility related to our guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit. During the three months ended October 31, 2022, we had outstanding balances under the Credit Facility ranging from $130.0 million to $155.5 million.
As of October 31, 2022, our Secured Leverage Ratio was 3.49x trailing twelve months ("TTM") Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") compared to the maximum allowable Secured Leverage Ratio of 3.75x TTM Adjusted EBITDA. Our Interest Expense Coverage Ratio as of October 31, 2022 was 8.79x TTM Adjusted EBITDA compared to the Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA.
Subsequent Event - Amended Credit Facility
On November 30, 2022, we entered into the Amended Credit Facility which provides a senior secured loan facility of up to $300.0 million consisting of: (i) a revolving loan facility (“Revolving Loan Facility”) with a borrowing limit of $150.0 million, including a $20.0 million letter of credit sublimit and a swingline loan credit sublimit of $15.0 million; (ii) a $50.0 million term loan A (“Term Loan”); and (iii) an accordion feature allowing us to make a request to borrow up to an additional $100.0 million subject to the satisfaction of specified conditions, including approval by our lenders. The Amended Credit Facility has a maturity date of October 31, 2024 (“Maturity Date”). In addition, under the Amended Credit Facility, if we issue new unsecured debt in excess of $5,000,000 with a maturity date that is less than 91 days from October 31, 2024, the Maturity Date would automatically accelerate so that it would be 91 days earlier than the maturity date of the new unsecured debt.
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Index
The Amended Credit Facility provides for, among other things: (i) scheduled payments of principal under the Term Loan totaling $2.5 million in the first year after closing and $5.0 million in the second year after closing, with the remaining balance of the Term Loan due upon maturity; (ii) a maximum Leverage Ratio of 4.25x TTM Adjusted EBITDA at the fiscal quarter ending January 31, 2023, stepping down to 4.00x at the fiscal quarter ending April 30, 2023, 3.75x at the fiscal quarter ending July 31, 2023, and 3.50x at the fiscal quarter ending January 31, 2024 and thereafter; (iii) a Minimum Interest Coverage Ratio of 3.25x TTM Adjusted EBITDA; and (iv) Minimum Liquidity of $25.0 million.
Given our expected future business performance, we anticipate maintaining compliance with the terms and financial covenants in our Amended Credit Facility for the foreseeable future, however there can be no assurance that we will be able to satisfy these covenants.
Convertible Preferred Stock
As discussed further in "Notes to Condensed Consolidated Financial Statements - Note (16) - Convertible Preferred Stock," on October 18, 2021, we entered into a Subscription Agreement (the “Subscription Agreement”) with certain affiliates and related funds of White Hat Capital Partners LP and Magnetar Capital LLC (collectively, the “Investors”), relating to the issuance and sale of up to 125,000 shares of a new series of the Company's Series A Convertible Preferred Stock, par value $0.10 per share (the "Convertible Preferred Stock"), for an aggregate purchase price of up to $125.0 million, or $1,000 per share. On October 19, 2021 (the “Initial Closing Date”), pursuant to the terms of the Subscription Agreement, the Investors purchased an aggregate of 100,000 shares of Convertible Preferred Stock (the “Initial Issuance”) for an aggregate purchase price of $100.0 million.
Commitments
In the normal course of business, other than as discussed below, we routinely enter into binding and non-binding purchase obligations primarily covering anticipated purchases of inventory and equipment. We do not expect that these commitments, as of October 31, 2022, will materially adversely affect our liquidity. At October 31, 2022, cash payments due under contractual obligations (including estimated interest expense on our Credit Facility), excluding purchase orders that we entered into in our normal course of business, are as follows:

|  | Total |  | Due Within 1 Year
Credit Facility - principal payments |  | $ | 148,700 |  |  | — |
Credit Facility - interest payments |  | 8,428 |  |  | 8,428 |
Operating and finance lease obligations |  | 63,045 |  |  | 9,513 |
Dividends payable |  | 2,774 |  |  | 2,774 |
Contractual cash obligations |  | $ | 222,947 |  |  | 20,715 |

The commitments under our Credit Facility and Amended Credit Facility are described in details above.
As discussed in "Notes to Condensed Consolidated Financial Statements - Note (16) - Convertible Preferred Stock," the holders of the Convertible Preferred Stock have the option to redeem such shares for cash commencing in October 2026. As the Convertible Preferred Stock are not mandatorily redeemable for cash, the redemption value of such shares are not presented in the table above.
As discussed further in "Notes to Condensed Consolidated Financial Statements - Note (17) - Stockholders’ Equity," on December 8, 2022, our Board of Directors declared a dividend of $0.10 per common share, payable on February 17, 2023 to stockholders of record at the close of business on January 18, 2023. Future common stock dividends remain subject to compliance with financial covenants under our Credit Facility, as well as Board approval and certain voting rights of holders of our Series A Convertible Preferred Stock.
In the ordinary course of business, we include indemnification provisions in certain of our customer contracts. Pursuant to these agreements, we have agreed to indemnify, hold harmless and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party, including but not limited to losses related to third-party intellectual property claims. It is not possible to determine the maximum potential amount under these agreements due to a history of nominal claims and the unique facts and circumstances involved in each particular agreement.
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As discussed further in "Notes to Condensed Consolidated Financial Statements - Note (18) - Legal Proceedings and Other Matters," we are subject to a number of indemnification demands and we are incurring ongoing legal expenses in connection with these matters. Our insurance policies may not cover the cost of defending indemnification claims or providing indemnification. As a result, pending or future claims asserted against us by a party that we may agree or have agreed to indemnify could result in legal costs and damages that could have a material adverse effect on our consolidated results of operations and financial condition.
We have change of control agreements with certain of our executive officers and certain key employees. All of these agreements may require payments by us, in certain circumstances, including, but not limited to, a change in control of our Company or a termination of the employee.
Our Condensed Consolidated Balance Sheet at October 31, 2022 includes total liabilities of $10.3 million for uncertain tax positions, including interest, any or all of which may result in a cash payment. The future payments related to uncertain tax positions have not been presented in the table above due to the uncertainty of the amounts and timing of any potential cash settlement with the taxing authorities.
RECENT ACCOUNTING PRONOUNCEMENTS
We are required to prepare our condensed consolidated financial statements in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") which is the source for all authoritative U.S. generally accepted accounting principles, which is commonly referred to as "GAAP." The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates ("ASUs").
As further discussed in "Notes to Condensed Consolidated Financial Statements – Note (2) - Adoption of Accounting Standards and Updates," ASUs issued, but not effective until after October 31, 2022, are not expected to have a material impact on our condensed consolidated financial statements or disclosures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our earnings and cash flows are subject to fluctuations due to changes in interest rates primarily from borrowings under our Credit Facility. Based on the amount of outstanding debt under our Credit Facility, a hypothetical change in interest rates by 10% would change interest expense by approximately $0.9 million over a one-year period. Although we do not currently use interest rate derivative instruments to manage exposure to interest rate changes, we may choose to do so in the future in connection with our Credit Facility.
Our earnings and cash flows are also subject to fluctuations due to changes in interest rates on our investment of available cash balances. As of October 31, 2022, we had cash and cash equivalents of $21.5 million, which consisted of cash and highly-liquid money market deposit accounts. Many of these investments are subject to fluctuations in interest rates, which could impact our results. Based on our investment portfolio balance as of October 31, 2022, a hypothetical change in interest rates of 10% would have a nominal impact on interest income over a one-year period. Ultimately, the availability of our cash and cash equivalents is dependent on a well-functioning liquid market.
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Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934), was carried out by us under the supervision and with the participation of our management, including our President and Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by the report to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The certifications of our President and Chief Executive Officer and Chief Financial Officer, that are Exhibits 31.1 and 31.2, respectively, should be read in conjunction with the foregoing information for a more complete understanding of the references in those Exhibits to disclosure controls and procedures and internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
See "Notes to Condensed Consolidated Financial Statements – Note (18) – Legal Proceedings and Other Matters" of this Form 10-Q for information regarding legal proceedings and other matters.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our Form 10-K for the fiscal year ended July 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 6. Exhibits
3.1 - Amended and Restated Certificate of Designations, dated November 30, 2022. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed December 1, 2022)
10.1 - Second Amended and Restated Credit Agreement, dated as of November 30, 2022, among Comtech Telecommunications Corp., the lenders party thereto and Citibank N.A., as administrative agent, issuing bank and swingline lender. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed December 2, 2022)
10.2 - CEO Employment Agreement, dated September 12, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed September 13, 2022)
10.3 - Restricted Stock Unit Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed September 13, 2022)
10.4 - Long-Term Performance Share Award Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, filed September 13, 2022)
10.5 - Long-Term Performance Share Award (VWAP) Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K, filed September 13, 2022)
10.6 - Separation Agreement with Michael Porcelain dated August 9, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed August 10, 2022)
Exhibit 31.1 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS - The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2022, formatted in inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity, (iv) Condensed Consolidated Statement of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements
Exhibit 101.SCH - Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL - Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.LAB - Inline XBRL Taxonomy Extension Labels Linkbase Document
Exhibit 101.PRE - Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 101.DEF - Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
(Registrant)

Date: | December 8, 2022 | By: /s/ Ken Peterman
| (Date) | Ken Peterman
|  | Chairman of the Board
|  | President and Chief Executive Officer
|  | (Principal Executive Officer)
Date: | December 8, 2022 | By: /s/ Michael A. Bondi
| (Date) | Michael A. Bondi
|  | Chief Financial Officer
|  | (Principal Financial and Accounting Officer)

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