<PAGE>
FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 34-26589, eff. 4/12/89)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
Form 10-Q
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended January 31, 1995
--------------------------------------------------
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
-------------------- --------------
Commission File Number: 0-7928
-------------------------------------------
COMTECH TELECOMMUNICATIONS CORP.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-2139466
- --------------------------------------------------------------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
105 Baylis Road, Melville, New York 11747
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(516) 777-8900
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
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.
(X) Yes ( ) No
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDING DURING
THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
( ) Yes ( ) No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $.10 Per Share - 2,605,344 shares outstanding as
------------------------------------------------------------------------
of 01/31/95.
-----------
<PAGE>
-2-
COMTECH TELECOMMUNICATIONS CORP.
--------------------------------
INDEX
-----
<TABLE>
<CAPTION>
Page
No.
----
PART I FINANCIAL INFORMATION
<S> <C>
Consolidated Balance Sheets - 3
January 31, 1995 (unaudited) and
July 31, 1994
Consolidated Statements of Operations - 4
Three Months and Six Months Ended
January 31, 1995 and 1994 (unaudited)
Consolidated Statements of Cash Flows 5
Six Months Ended January 31, 1995 and 1994
(unaudited)
Notes to Consolidated Financial Statements 6-8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II OTHER INFORMATION 13
Exhibit 11.0 Computation of Earnings (Loss) Per
Common Share 14
Signature Page 15
</TABLE>
<PAGE>
-3-
PART I
------
FINANCIAL INFORMATION
---------------------
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
-------------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
January 31, July 31,
1995 1994
------------ ------------
(unaudited)
ASSETS:
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,302,000 $ 505,000
Marketable investment securities 1,282,000 5,365,000
Accounts receivable, less allowance
for doubtful accounts of $136,000 at
January 31, 1995 and July 31, 1994 3,832,000 3,778,000
Inventories, net 4,763,000 3,891,000
Prepaid expenses and other current
assets 391,000 216,000
------------ ------------
Total current assets 12,570,000 13,755,000
Property, plant and equipment, net 4,144,000 3,992,000
Other assets 508,000 542,000
------------ ------------
Total Assets $ 17,222,000 $ 18,289,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt
(including $304,000 and $289,000 payable
to related party at January 31, 1995
and July 31, 1994, respectively) $ 479,000 $ 510,000
Notes payable 250,000 250,000
Accounts payable 1,516,000 1,363,000
Accrued expenses and other current
liabilities 1,677,000 2,185,000
------------ ------------
Total current liabilities 3,922,000 4,308,000
------------ ------------
Long-term debt, less current installments
(including $2,026,000 and $2,181,000 payable
to related party at January 31, 1995 and
July 31, 1994, respectively) 2,674,000 2,535,000
------------ ------------
TOTAL LIABILITIES 6,596,000 6,843,000
Stockholders' equity:
Preferred stock, par value $.10 per
share; shares authorized and unissued
2,000,000 - -
Common stock, par value $.10 per share;
authorized 10,000,000 shares; issued and
outstanding, 2,605,344 shares at
January 31, 1995 and July 31, 1994 261,000 261,000
Additional paid-in capital 22,230,000 22,230,000
Accumulated deficit (11,061,000) (10,169,000)
------------ ------------
11,430,000 12,322,000
Less:
Treasury stock (15,000 shares) (180,000) (180,000)
Deferred compensation expense (624,000) (696,000)
------------ ------------
10,626,000 11,446,000
------------ ------------
Total liabilities and stockholder's equity $ 17,222,000 $ 18,289,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
-4-
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
-------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, January 31,
-------------------------- --------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
Unaudited Unaudited Unaudited Unaudited
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $4,099,000 $5,015,000 $7,041,000 $8,503,000
---------- ---------- ---------- ----------
Operating costs and expenses:
Cost of sales 3,019,000 3,698,000 5,110,000 6,308,000
Selling, general and
administrative 1,171,000 1,128,000 2,307,000 2,306,000
Research and development 265,000 158,000 450,000 286,000
---------- ---------- ---------- ----------
Total operating costs and
expenses 4,455,000 4,984,000 7,867,000 8,900,000
---------- ---------- ---------- ----------
Operating earnings (loss) (356,000) 31,000 (826,000) (397,000)
Other expenses (income):
Interest expense 84,000 64,000 154,000 138,000
Interest income (46,000) (67,000) (96,000) (132,000)
---------- ---------- ---------- ----------
Earnings (loss) from
operations before provision
for income taxes (394,000) 34,000 (884,000) (403,000)
Provision for income taxes 4,000 5,000 8,000 10,000
---------- ---------- ---------- ----------
Net income (loss) $ (398,000) $ 29,000 $ (892,000) $ (413,000)
========== ========== ========== ==========
Earnings (loss) per share $(.15) $.01 $(.34) (.17)
========== ========== ========== ==========
Weighted average number of
common and common equivalent
shares outstanding 2,590,344 2,520,056 2,590,344 2,452,087
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
-5-
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
-------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
January 31,
--------------------------
(unaudited)
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (892,000) $ (413,000)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 361,000 309,000
Amortization of deferred compensation 72,000 15,000
Changes in assets and liabilities:
Accounts receivable (54,000) 550,000
Inventories (872,000) (421,000)
Prepaid expenses and other current
assets (175,000) (66,000)
Other assets 34,000 1,000
Accounts payable 153,000 (454,000)
Accrued expenses and other current
liabilities (508,000) (316,000)
----------- -----------
Net cash used in operating activities (1,881,000) (795,000)
----------- -----------
Cash flows from investing activities:
Purchases of property, plant and equipment (139,000) (374,000)
Net proceeds of sales (purchases) of
marketable securities 4,083,000 (3,500,000)
----------- -----------
Net cash provided by (used in)
investing activities 3,944,000 (3,874,000)
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt (266,000) (218,000)
Proceeds from issuance of common stock:
Public offering - 907,000
Stock Options - 111,000
----------- -----------
Net cash (used in) provided by
financing activities (266,000) 800,000
----------- -----------
Net increase (decrease) in cash and cash
equivalents 1,797,000 (3,869,000)
Cash and cash equivalents at beginning of
period 505,000 8,291,000
----------- -----------
Cash and cash equivalents at end of period $ 2,302,000 $ 4,422,000
=========== ===========
Supplemental cash flow disclosure:
- ----------------------------------
Cash paid during the period for:
Interest $ 154,000 $ 138,000
Income taxes $ 0 $ 9,000
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
-6-
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
-------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(1) General
The accompanying consolidated financial statements for the six months
ended January 31, 1995 and 1994 are unaudited. In the opinion of management,
the information furnished reflects all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
unaudited interim periods. The results of operations for the six months ended
January 31, 1995 are not necessarily indicative of the results of operations to
be expected for the full year.
(2) Marketable Investment Securities
At January 31, 1995, investments are comprised principally of
commercial paper, corporate notes and United States Treasury obligations. The
Company utilizes the services of a financial institution to administer its cash
management short term investment program within parameters established by the
Company. The Company adopted the provisions of Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities ("SFAS No. 115") as of August 1, 1994. Under SFAS No. 115,
the Company classifies its debt and marketable equity securities as available-
for-sale securities that are principally being held for an unspecified period of
time, as such, the Company may consider selling them to meet liquidity needs or
as part of the Company's risk management program.
Available-for-sale securities are recorded at fair value. Dividend
and interest income are recognized when earned. Realized gains and losses are
included in earnings and are derived using the specific identification method
for determining the cost of securities sold. Unrealized gains and losses are
excluded from earnings and are reported as a separate component of stockholders'
equity until realized.
(3) Accounts Receivable
Accounts receivable consist of the following:
<TABLE>
<CAPTION>
January 31, July 31,
1995 1994
----------- ----------
<S> <C> <C>
Accounts receivable from commercial
customers $3,078,000 $2,386,000
Unbilled receivables (including
retainages) on contracts-in-progress 477,000 1,197,000
Amounts receivable from the United
States Government and its agencies 413,000 331,000
---------- ----------
3,968,000 3,914,000
Less allowance for doubtful accounts 136,000 136,000
---------- ----------
Accounts receivable, net $3,832,000 $3,778,000
========== ==========
</TABLE>
<PAGE>
-7-
(4) Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
January 31, July 31,
1995 1994
----------- ----------
<S> <C> <C>
Raw materials and components $1,259,000 $ 711,000
Work-in-process 4,041,000 4,079,000
---------- ----------
5,300,000 4,790,000
Less:
Progress payments 8,000 321,000
Inventory reserves 529,000 578,000
---------- ----------
Inventories - net $4,763,000 $3,891,000
========== ==========
</TABLE>
(5) Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the
following:
<TABLE>
<CAPTION>
January 31, July 31,
1995 1994
---------- ----------
<S> <C> <C>
Customer advances and deposits $ 82,000 $ 243,000
Accrued wages and benefits 586,000 489,000
Accrued commissions 461,000 904,000
Other 548,000 $ 549,000
---------- ----------
$1,677,000 $2,185,000
========== ==========
</TABLE>
(6) Long-Term Debt
Long-term debt consists of the following:
<TABLE>
<CAPTION>
January 31, July 31,
1994 1994
---------- ----------
<S> <C> <C>
Obligations under capital leases $3,153,000 $3,045,000
Less current installments 479,000 510,000
---------- ----------
$2,674,000 $2,535,000
========== ==========
</TABLE>
(7) Income Taxes
For the six months ended January 31, 1995 and 1994, the provision for
income taxes was $8,000 and $10,000, respectively.
The provision for income taxes included in the accompanying
consolidated financial statements of operations consisted entirely of estimated
state and local income tax.
<PAGE>
-8-
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at July 31, 1994 are presented below. There
are no temporary differences that give rise to deferred tax liabilities.
Deferred tax asset:
Allowances for doubtful accounts receivables $ 47,000
Inventories, principally due to additional costs
inventoried for tax purposes pursuant to the Tax
Reform Act of 1986 259,000
Plant and equipment, principally due to capitalized
interest and differences in depreciation 244,000
Compensated absences, principally due to accrual
for financial reporting purposes 95,000
Net operating loss carryforwards 4,111,000
Investment tax credit carryforwards 440,000
Alternative minimum tax credit carryforwards 87,000
Other 134,000
----------
Total gross deferred tax assets 5,417,000
Less valuation allowance (5,417,000)
----------
Net deferred tax assets $ -
==========
The valuation allowance for deferred tax assets as of July 31, 1994
was $5,417,000. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Management considers projected future taxable
income and tax planning strategies in making this assessment. In order to fully
realize the deferred tax asset, the Company will need to generate future taxable
income of approximately $13,000,000. Taxable loss for the six months ended
January 31, 1995 was approximately $950,000. Based upon the level of historical
taxable income and projections for future taxable income over the periods which
the deferred tax assets are deductible, management believes it is more likely
than not the Company will not realize the benefits of these deferred tax assets
and has fully reserved the deferred asset.
(8) Earnings Per Share
Earnings per share are based on the weighted average number of common
and common equivalent shares (if dilutive) outstanding during each year.
<PAGE>
-9-
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
-------------------------------------------------
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 JANUARY 31,
- ------------------------------------------------------------------------------
1995 AND JANUARY 31, 1994
- -------------------------
Net Sales. Net sales were $4,099,000 and $5,015,000 for the three months ended
January 31, 1995 and 1994, respectively, representing a decrease of
approximately 18%. The lower sales were primarily the result of the decline in
bookings the Company has been experiencing over the past year and a half due to
the delays and deferrals of some large orders that the Company is pursuing. The
Company's backlog of orders at January 31, 1995 was $8,387,000 compared to a
backlog of $6,665,000 at January 31, 1994 and $5,003,000 at July 31, 1994.
It is typical of the Company's business that a substantial portion is derived
from a limited number of relatively large customer contracts, the timing of
which cannot be predicted. Sales that relate to contracts extending for more
than 12 months are accounted for on a percentage-of-completion basis, which
results in the recognition of sales and the recording of unbilled accounts
receivable prior to the delivery of the products to which they relate. All
other sales are recorded on the unit of delivery method. As a result of these
and other factors, the Company has experienced, and will experience in the
future, significant fluctuations in sales, bookings and operating results from
quarter to quarter.
Gross Margin. Gross profit was $1,080,000 and $1,317,000 for the three month
period ended January 31, 1995 and 1994, respectively, representing a period-to-
period decrease of $237,000, or approximately 18%. This decrease was mainly
attributable to the lower sales volume. Gross margins, as a percentage of sales
overall, were consistently 26.3% for both three month periods.
Selling, General and Administrative. Selling, general and administrative
expenses were $1,171,000 and $1,128,000 for the three months ended January 31,
1995 and 1994, respectively, representing an increase of $43,000, or
approximately 3.7%. The increased expenses were primarily attributable to the
operations of Comtech Communications Corp., a subsidiary formed by the Company
in February 1994.
Research and Development. Research and development expenses were $265,000 and
$158,000 for the three months ended January 31, 1995 and 1994, respectively,
representing an increase of $107,000, or approximately 68%. The increase was
principally attributable to product development costs at the aforementioned
Comtech Communications Corporation subsidiary.
<PAGE>
-10-
Results from Operations. As a result of the foregoing factors, the results from
operations were a loss of $398,000 and earnings of $29,000 for the three months
ended January 31, 1995 and 1994, respectively.
Interest Expense. Interest expense was $84,000 and $64,000 for the three months
ended January 31, 1995 and 1994, respectively. Interest expense for both
periods was mainly attributable to the Company's capitalized lease obligations.
Interest Income. Interest income was $46,000 and $67,000 for the three months
ended January 31, 1995 and 1994, respectively. The decrease in the 1995 period
was due primarily to greater utilization of available cash for working capital
requirements, and a corresponding reduction of funds under investment.
Provision for Income Taxes. The provision for income taxes was $4,000 and
$5,000 for the three months ended January 31, 1995 and 1994, respectively. The
provisions principally relate to state income taxes. The Company files on a
consolidated basis for federal income tax purposes and is not expected to incur
federal taxes for these periods due to the losses incurred and the net operating
loss carryforwards that the Company has available from prior years.
COMPARISON OF THE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JANUARY 31,
- ----------------------------------------------------------------------------
1995 AND JANUARY 31, 1994
- -------------------------
Net Sales. Net sales were $7,041,000 and $8,503,000 for the six months ended
January 31, 1995 and 1994, respectively, representing a period-to-period
decrease of $1,462,000, or approximately 17%. The lower sales were primarily
the result of the decline in bookings the Company has been experiencing. Sales
levels are expected to improve having new order bookings for the six months
ended January 31, 1995 totaling $10,338,000 compared to $5,310,000 for the same
period in 1994.
Gross Margin. Gross profit was $1,931,000 and $2,195,000 for the six month
period ended January 31, 1995 and 1994, respectively, representing a period-to-
period decrease of $264,000, or approximately 12%. This decrease was
principally attributable to the lower sales volume. Gross margins, were 27.4%
and 25.8% for the six months ended January 31, 1995 and 1994, respectively. The
lower gross margin in the 1994 period was due primarily to technical
difficulties that were being experienced on certain large contract programs the
Company was performing at that time.
Selling, General and Administrative. Selling, general and administrative
expenses were $2,307,000 and $2,306,000 for the six months ended January 31,
1995 and 1994, respectively. The selling, general and administrative expenses
associated with the Comtech Communications Corp. subsidiary offset the overall
lower expenses incurred at the other subsidiaries in the 1995 period.
<PAGE>
-11-
Research and Development. Research and development expenses were $450,000 and
$286,000 for the six months ended January 31, 1995 and 1994, respectively,
representing an increase of $164,000, or approximately 57%. Research and
development expenses for product development at the Comtech Communications Corp.
subsidiary offset lower research and development expenses overall at the other
subsidiaries in the 1995 period.
Operating Loss. As a result of the foregoing factors, the Company had operating
losses of $826,000 and $397,000 for the six months ended January 31, 1995 and
1994, respectively.
Interest Expense. Interest expense was $154,000 and $138,000 for the six months
ended January 31, 1995 and 1994, respectively. Interest expense for both
periods was mainly attributable to the Company's capitalized lease obligations.
Interest Income. Interest income was $96,000 and $132,000 for the six months
ended January 31, 1995 and 1994, respectively. The decrease in the 1995 period
was due primarily to greater utilization of available cash for working capital
requirements, and corresponding reduction of funds under investment.
Provision for Income Taxes. The provision for income taxes was $8,000 and
$10,000 for the six months ended January 31, 1995 and 1994, respectively. The
provisions principally relate to state income taxes. The Company files on a
consolidated basis for federal income tax purposes and is not expected to incur
federal taxes for these periods due to the losses incurred.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of January 31, 1995, the Company's cash and cash equivalents totalled
$2,302,000.
Operating activities used $1,881,000 as a result of a net loss as adjusted for
depreciation and other non-cash charges, an increase in accounts receivable,
inventories and prepaid expenses, a decrease in accrued expenses and other
current liabilities which were offset partially by a decrease in other assets
and an increase in accounts payable.
Accounts receivable were $3,832,000 at January 31, 1995 as compared to
$3,778,000 at July 31, 1994 net of an allowance for doubtful accounts of
$136,000 in both years. Of these amounts $3,355,000 and $2,581,000,
respectively, represented net amounts due from customers for products and
services rendered as of January 31, 1995 and July 31, 1994, respectively, and
the balances of $477,000 and $1,197,000, respectively, represented unbilled
amounts for sales recorded on a percentage-of-completion basis as of such dates.
The portion of accounts receivable represented by unbilled accounts receivable
will vary at any time as a function of the volume of contracts being performed
by the Company that are accounted for on a percentage-of-completion basis. The
Company believes that its
<PAGE>
-12-
allowance for doubtful accounts is sufficient based on past experience and the
Company's credit standards. The Company generally requires international
customers to secure their obligations by letter of credit.
Inventory levels of materials and components and work-in-process, net of
progress payments and reserves were $4,763,000 and $3,891,000 at January 31,
1995 and July 31, 1994, respectively. The Company generally operates on a job-
order cost basis, that is costs are incurred as work-in-process inventory for
specific contracts or "jobs" accumulates and, accordingly, inventory levels will
vary as a function of the status of the Company's order backlog. However, in
order to provide a more competitive response to customer requirements, the
Company is maintaining a certain level of "off-the-shelf" equipment for certain
of its products. The only general raw materials inventory that the Company
maintains is for basic components which are common for most of its products.
Investing activities provided $3,944,000 of cash principally as the result of
the net proceeds from the sales of marketable securities less the amount
utilized for the purchase of property, plant and equipment.
Financing activities used $266,000 of cash due to the net principal payments of
long-term debt resulting from capital lease obligations.
From time to time the Company utilizes short-term bank financing to fund its
working capital requirements. The Company has a $4.5 million credit facility
which expires on January 31, 1996. The facility is to finance working capital
requirements and is available for direct borrowing and standby letters of
credit. Direct borrowings under the line will bear interest at 1% over the
prime rate and is secured at the time of borrowing with collateral satisfactory
to the financial institution. There were no borrowings under the Company's
credit facility during the six months ended January 31, 1995.
The Company believes that its current cash position, funds generated from
operations and funds available from its current credit facility, collectively,
would be adequate to meet the Company's cash requirements.
The Company's cash investments consist of highly liquid interest bearing
commercial paper, corporate notes and U.S. treasury obligations.
<PAGE>
-13-
PART II
-------
OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit 11.
The following exhibit is annexed hereto:
Computation of Earnings (Loss) per Common Share - Page 14
<PAGE>
-14-
Exhibit 11.0
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
-------------------------------------------------
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
-----------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January January
----------------- -----------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Earnings (Loss) $ (398,000) $ 29,000 $ (892,000) $ (413,000)
- ------------------- ========== ========== ========== ==========
Computation of weighted average
number of common equivalent
shares outstanding during the period:
Weighted average number of common
shares 2,605,344 2,479,471 2,605,344 2,467,087
Weighted average shares assumed
to be issued upon exercise of
common stock option - 55,585 - -
Less Treasury Stock (15,000) (15,000) (15,000) (15,000)
---------- ---------- ---------- ----------
Weighted average number of
common and common equivalent
shares outstanding during the
period 2,590,344 2,520,056 2,590,344 2,452,087
========== ========== ========== ==========
Earnings (loss) per share: $ (.15) $ .01 $ (.34) $ (.17)
- -------------------------- ========== ========== ========== ==========
</TABLE>
<PAGE>
-15-
SIGNATURE
---------
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: March 13, 1995 By: /S/ Fred Kornberg
_______________________________
Fred Kornberg
Chairman of the Board
Chief Executive Officer
and President
Date: March 13, 1995 By: /s/ J. Preston Windus, Jr.
_______________________________
J. Preston Windus, Jr.
Vice President, Chief Financial
Officer and Secretary
