COMTECH TELECOMMUNICATIONS CORP /DE/
10-Q, 1997-06-13
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
Previous: TRANSITIONAL HOSPITALS CORP, SC 14D9/A, 1997-06-13
Next: CONNECTICUT LIGHT & POWER CO, U-6B-2, 1997-06-13



<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 April 30, 1997
                     -----------------------------------------------------------

( )  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 or other jurisdiction of     (I.R.S. Employer Identification Number)
     incorporation or organization)         

     ---------------------------------------------------------------------------
     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 - 2,650,404 shares outstanding as of
     04/30/97.

                                       1
<PAGE>
 
                       COMTECH TELECOMMUNICATIONS CORP.
                       --------------------------------

                                     INDEX
                                     -----


                                                                 Page
                                                                  No.
                                                                 ----
PART I   FINANCIAL INFORMATION

         Consolidated Balance Sheets -                             3
         April 30, 1997 (unaudited) and
         July 31, 1996

         Consolidated Statements of Operations -                   4
         Three Months and Nine Months Ended
         April 30, 1997 and 1996 (unaudited)

         Consolidated Statements of Cash Flows -                   5
         Nine Months Ended April 30, 1997 and 1996
         (unaudited)

         Notes to Consolidated Financial Statements               6-7

         Management's Discussion and Analysis of
         Financial Condition and Results of Operations           8-10

PART II  OTHER INFORMATION                                         11

         Exhibit 11.0 Computation of Earnings (Loss) Per 
         Common Share                                              12
 
         Signature Page                                            13

                                       2
<PAGE>
 
                                    PART I
                                    ------

                             FINANCIAL INFORMATION
                             ---------------------

               COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
               -------------------------------------------------

                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
<TABLE> 
<CAPTION> 

                                                                                          April 30, 1997   July 31, 1996
                                                                                          --------------   -------------
                                                                                            (unaudited)
<S>                                                                                  <C>                  <C> 
ASSETS:
Current assets:
   Cash and cash equivalents                                                              $  1,474,000    $  1,840,000
   Restricted cash                                                                              90,000         220,000
   Accounts receivable, less allowance for doubtful
      accounts of $68,000 at April 30, 1997
      and $28,000 at July 31, 1996                                                           4,098,000       3,467,000
   Inventories, net                                                                          7,793,000       6,527,000
   Prepaid expenses and other current assets                                                   263,000         196,000
                                                                                      ----------------  --------------
          Total current assets                                                              13,718,000      12,250,000
                                                                                      ----------------  --------------

Property, plant and equipment, net                                                           3,743,000       3,996,000
Other assets                                                                                   332,000         383,000
                                                                                      ----------------  --------------

Total assets                                                                              $ 17,793,000    $ 16,629,000
                                                                                      ----------------  --------------

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Current installments of long-term debt (including
      payable to related party of $376,000 at April 30,
      1997 and $351,000 at July 31, 1996)                                                 $    620,000    $    642,000
   Notes Payable                                                                               300,000            --
   Accounts payable                                                                          2,756,000       2,037,000
   Accrued expenses and other current liabilities                                            1,986,000       1,774,000
                                                                                      ----------------  --------------

          Total current liabilities                                                          5,662,000       4,453,000
                                                                                      ----------------  --------------
Long-term debt, less current installments
      (including payable to related party of $1,227,000
      at April 30, 1997 and $1,512,000 at July 31, 1996)                                     1,455,000       1,875,000
                                                                                      ----------------  --------------

          Total liabilities                                                                  7,117,000       6,328,000
                                                                                      ----------------  -------------- 
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 2,650,404
      shares at April 30, 1997 and 2,607,344 at July 31, 1996                                  265,000          261,000 
   Additional paid-in capital                                                               22,285,000       22,235,000
   Accumulated deficit                                                                     (11,287,000)     (11,599,000)
                                                                                      ----------------   --------------  
                                                                                           11,263,000        10,897,000
   Less:
      Treasury  stock (55,000 shares at April 30, 1997 15,000                                (184,000)         (180,000)
      shares at July 31, 1996)
      Deferred compensation expense                                                          (403,000)         (416,000)
                                                                                      ----------------   --------------  
                                                                                           10,676,000        10,301,000

Total liabilities and stockholders' equity                                               $ 17,793,000      $ 16,629,000
                                                                                      ----------------   --------------  
See accompanying notes to consolidated financial statements
</TABLE> 

                                       3
<PAGE>
 
               COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
               -------------------------------------------------

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     -------------------------------------

<TABLE> 
<CAPTION> 

                                                         Three Months Ended             Nine Months Ended
                                                                April 30,                  April 30,
                                                         ------------------             ------------------

                                                        1997            1996           1997              1996
                                                        ----            ----           ----              ----
                                                      Unaudited       Unaudited      Unaudited        Unaudited
                                                      ---------       ---------      ---------        ---------
<S>                                                <C>             <C>            <C>             <C> 
Net sales                                           $  5,531,000    $  5,263,000    $ 16,767,000    $ 14,466,000
                                                    ------------    ------------    ------------    ------------

Operating costs and expenses:
   Cost of sales                                       3,696,000       3,670,000      11,929,000      10,125,000
   Selling, general and administrative                 1,395,000       1,287,000       3,678,000       3,654,000
   Research and development                              293,000         556,000         164,000         751,000
                                                    ------------    ------------    ------------    ------------
Total operating costs and expenses                     5,384,000       5,121,000      16,358,000      14,335,000
                                                    ------------    ------------    ------------    ------------

Operating earnings                                       147,000         142,000         409,000         131,000 

Other (expenses) income:
   Interest expense                                      (67,000)        (76,000)       (215,000)       (233,000)
   Interest income                                         3,000          18,000          16,000          55,000
   Other income                                            6,000           -             123,000           -
                                                    ------------    ------------    ------------    ------------

Earnings (loss) before provision for income taxes         89,000          84,000         333,000         (47,000)
Provision for income taxes                                 6,000           5,000          21,000          15,000
                                                    ------------    ------------    ------------    ------------

Net income (loss)                                   $     83,000    $     79,000    $    312,000    $    (62,000)
                                                    ------------    ------------    ------------    ------------

Earnings (loss) per share                           $        .03    $        .03    $        .12    $       (.02)
                                                    ------------    ------------    ------------    ------------

Weighted average number of common
   and common equivalent shares
   outstanding                                         2,601,660       2,590,344       2,580,355       2,590,344
                                                    ------------    ------------    ------------    ------------
</TABLE> 

See accompanying notes to consolidated financial statements

                                       4
<PAGE>
 
               COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
               -------------------------------------------------

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------

<TABLE> 
<CAPTION> 

                                                                                                   Nine Months Ended
                                                                                                       April 30,
                                                                                                   ------------------
                                                                                                     (unaudited)
                                                                                             1997                       1996
                                                                                             ----                       ----
<S>                                                                              <C>                          <C> 
Cash flows from operating activities:
Net income (loss)                                                                    $      312,000               4    (62,000)
Adjustments to reconcile net income (loss)                                                      
   to net cash used in operating activities:                                                   
      Gain on sale of property                                                              (72,000)
      Depreciation and amortization                                                         793,000                     733,000
      Amortization  (reversal) of deferred compensation expense net                         (40,000)                    108,000
      Gain on settlement of claim                                                               ---                    (165,000)
      Changes in assets and liabilities:
         Accounts receivable                                                               (631,000)                    161,000
         Inventories                                                                     (1,265,000)                 (1,905,000)
         Prepaid expenses and other current assets                                          (67,000)                     38,000
         Other assets                                                                        (6,000)                     (2,000)
         Accounts payable                                                                   719,000                     381,000
                                                                                            
         Notes Payble                                                                       300,000                         ---
         Accrued expenses and other current liabilities                                     212,000                     431,000
                                                                                    ---------------              --------------
            Net cash provided by (used in) operating activities                             255,000                    (282,000)
                                                                                    ---------------              --------------

Cash flows from investing activities:
  Purchases of property, plant and equipment                                               (494,000)                   (372,000)
  Sale of property, plant and equipment                                                     127,000                         ---
  Net proceeds of sales of marketable securities                                                ---                     279,000
                                                                                    ---------------              --------------
            Net cash used in investing activities                                         (367,000)                     (93,000)
                                                                                    ---------------              --------------
Cash flows from financing activities:
   Principal payments on long-term debt                                                   (486,000)                    (386,000)
   Proceeds from exercise of stock options                                                 106,000                          ---
   Purchase of treasury stock                                                               (4,000)                         ---
                                                                                    ---------------              --------------
            Net cash used in financing activities                                         (384,000)                    (386,000)


Net decrease in cash and cash equivalents                                                 (496,000)                    (761,000)

Cash and cash equivalents at beginning of period                                         2,060,000                    2,044,000
                                                                                    ---------------              --------------

Cash and cash equivalents at end of period                                       $       1,564,000             $      1,283,000
                                                                                    ---------------              --------------

Supplemental cash flow disclosure:

   Cash paid during the period for:
      Interest                                                                   $         215,000             $        233,000
      Income taxes                                                               $          21,000             $         15,000

Non cash items:

      The Company entered into new capitalized lease agreements in the amount
      of $44,000 and $195,000 during the nine months ended April 30, 1997 and
      1996, respectively.
</TABLE> 
See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
 
               COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
               -------------------------------------------------

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------

(1)      General

         The accompanying  consolidated financial statements for the nine months
ended April 30, 1997 and 1996 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 nine months ended
April 30, 1997 are not necessarily indicative of the results of operations to be
expected for the full year.

(2)      Accounts Receivable

         Accounts receivable consist of the following:

<TABLE> 
<CAPTION> 

                                                                                     April 30, 1997 July 31, 1996
                                                                                     -------------- -------------

<S>                                                                                 <C>              <C> 
Accounts receivable from commercial customers                                         $3,643,000     $2,079,000
Unbilled receivables (including retainages) on
   contracts-in-progress                                                                 272,000        689,000
Amounts receivable from the United States Government
   and its agencies                                                                      251,000        727,000
                                                                                      ----------     ----------
                                                                                       4,166,000      3,495,000

Less allowance for doubtful accounts                                                      68,000         28,000
                                                                                      ----------     ----------

      Accounts receivable, net                                                        $4,098,000     $3,467,000
                                                                                      ----------     ----------

<CAPTION> 
(3)   Inventories

      Inventories consist of the following:


                                                                                   April 30, 1997   July 31, 1996
                                                                                   --------------   -------------
<S>                                                                               <C>             <C> 
Raw materials and components                                                          $2,108,000     $1,754,000
Work-in-process                                                                        7,147,000      5,414,000
                                                                                     -----------   ------------
                                                                                       9,255,000      7,168,000
Less:
   Progress payments                                                                     680,000        151,000
   Inventory reserves                                                                    782,000        490,000
                                                                                     -----------   ------------

            Inventories - net                                                         $7,793,000     $6,527,000
                                                                                     -----------   ------------

<CAPTION> 
(4)   Accrued Expenses and Other Current Liabilities

      Accrued expenses and other current liabilities consist of the following:

                                                                                    April 30, 1997   July 31, 1996
                                                                                    --------------   -------------
<S>                                                                                <C>                <C> 

Customer advances and deposits                                                          $516,000       $208,000
Accrued wages and benefits                                                               518,000        680,000
Accrued commissions                                                                      464,000        355,000
Other                                                                                    488,000        531,000
                                                                                     -----------   ------------
                                                                                      $1,986,000     $1,774,000
                                                                                     -----------   ------------
</TABLE> 

                                       6
<PAGE>
 
<TABLE> 
<CAPTION> 

(5)      Long-Term Debt

         Long-term debt consists of the following:

                                                              April 30, 1997             July 31, 1996
                                                              --------------             -------------
<S>                                                       <C>                         <C> 
Obligations under capital leases                               $ 2,075,000                  $2,517,000
Less current installments                                          620,000                     642,000
                                                               -----------                  ----------
                                                               $ 1,455 000                  $1,875,000
                                                               -----------                  ----------
</TABLE> 

(6)      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.

                                       7
<PAGE>
 
              COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES 
              -------------------------------------------------

           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           ---------------------------------------------------------
                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

         Forward-Looking Statements
         --------------------------

         Certain  information  contained in this Quarterly  Report on Form 10-Q,
including,  without  limitation,  information  appearing  under  Part I, Item 2,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," are  forward-looking  statements (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934).  Factors set forth in the  Company's  Annual  Report on Form 10-K,  filed
October 31, 1996, or in the Company's other  Securities and Exchange  Commission
filings, could affect the Company's actual results and could cause the Company's
actual results to differ materially from those expressed in any  forward-looking
statements  made by, or on behalf of, the  Company in this  Quarterly  Report on
Form 10-Q.

COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE THREE MONTHS ENDED APRIL
- ---------------------------------------------------------------------------
30, 1997 AND APRIL 30, 1996
- ----------------------------

Net Sales.  Net sales were  $5,531,000 and $5,263,000 for the three months ended
April 30, 1997 and 1996,  respectively,  representing  an increase of 5.1%. This
increase was due  primarily  to a higher  level of sales of satellite  frequency
converters at the Company's Comtech Communications Corp. subsidiary.

Gross  Margin.  Gross profit was  $1,835,000 or 33.2% of net sales for the three
months ended April 30, 1997 compared to $1,593,000 or 30.3% of net sales for the
same period in fiscal 1996.  Higher gross profits in the fiscal 1997 period were
due primarily to the higher sales volume, and higher gross profit margins,  as a
percentage of sales, at Comtech PST Corp. and Comtech Communications Corp.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses were  $1,395,000 or 25.2% of net sales for the three months ended April
30,  1997  compared to  $1,287,000  or 24.4% of net sales for the same period in
fiscal  1996.  The  increased  expense was due  primarily  to a higher  level of
expenses for bid and proposal expenses at the Comtech Systems,  Inc. and Comtech
PST Corp. subsidiaries.

Research and Development. Research and development expenses were $293,000 and
$164,000 for the three months ended April 30, 1997 and 1996, respectively,
representing a $129,000, or 78.7% increase. This increase was due primarily to
expenses for product improvements at Comtech PST Corp. and Comtech Systems, Inc.
and new product development at Comtech Communications Corp.

Results from Operations.  As a result of the foregoing factors,  the Company had
operating  earnings  of  $147,000  for the three  months  ended  April 30,  1997
compared to operating earnings of $142,000 for the comparable prior year period.

Interest Expense.  Interest expense was $67,000 and $76,000 for the three months
ended April 30, 1997 and 1996,  respectively.  Interest expense for both periods
was attributable largely to interest associated with the Company's capital lease
obligations.

Interest  Income.  Interest  income was $3,000 and $18,000 for the three  months
ended April 30, 1997 and 1996, respectively.  This decrease was due primarily to
the  decrease  in the  amount of cash  available  to invest in the  fiscal  1997
period.

Other Income. Other income in the fiscal 1997 period was the result of the sale
of fully depreciated equipment.

                                       8
<PAGE>
 
Provision for Income Taxes. The provision for income taxes was $6,000 and $5,000
for the  three  months  ended  April  30,  1997 and  1996,  respectively,  which
principally  relates 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 previous losses incurred.  The Company believes its
tax  benefits  are  subject  to a  100%  valuation  allowance  due  to  earnings
fluctuations  inherent in the Company's operations and the potential limitations
on utilization of loss and credit carryforwards pursuant to Sections 382 and 383
of the Internal Revenue Code of 1986.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED APRIL 30, 1997
- --------------------------------------------------------------------------------
AND APRIL 30, 1996
- ------------------

Net Sales.  Net sales were $16,767,000 and $14,466,000 for the nine months ended
April 30, 1997 and 1996, respectively, representing an increase of $2,301,000 or
15.9%.  The  increase in sales was due  primarily  to a higher level of sales of
solid state amplifiers and satellite  frequency  converters at Comtech PST Corp.
and Comtech Communications Corp., respectively.

Gross  Margin.  Gross profit was  $4,838,000  or 28.9% of net sales for the nine
months ended April 30, 1997  compared to  $4,341,000 or 30% of net sales for the
same period in fiscal 1996.  Higher gross profits in the fiscal 1997 period were
due  primarily to the higher sales  volume.  Lower gross  profit  margins,  as a
percentage  of net sales,  in the 1997 period were due  primarily to lower gross
margins at Comtech Systems, Inc.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  were  $3,678,000  or 21.9% for the nine  months  ended  April 30, 1997
compared to $3,654,000 or 25.2% of net sales for the same period in fiscal 1996.
Included  in fiscal  1997 is the  forfeiture  of  certain  benefits  by a former
employee relating to a restricted stock purchase agreement,  which resulted in a
reduction of $79,000 to administrative expenses.

Research and Development. Research and development expenses were $751,000 and
$556,000 for the nine months ended April 30, 1997 and 1996, respectively,
representing a $195,000 or 35.1% increase. This increase was due primarily to
expenses for product improvements at the Company's Comtech PST Corp. and Comtech
Systems, Inc. subsidiaries and new product development at Comtech Communications
Corp. which was partially offset by a decrease in these expenses at Comtech
Antenna Systems, Inc.

Results From Operations.  As a result of the foregoing factors,  the Company had
operating earnings of $409,000 for the nine months ended April 30, 1997 compared
to an operating profit of $131,000 for the comparable prior year period.

Interest Expense. Interest expense was $215,000 and $233,000 for the nine months
ended April 30, 1997 and 1996,  respectively.  Interest expense for both periods
was attributable largely to interest associated with the Company's capital lease
obligations.

Interest  Income.  Interest  income was  $16,000 and $55,000 for the nine months
ended April 30, 1997 and 1996, respectively.  This decrease was due primarily to
the  decrease  in the  amount of cash  available  to invest in the  fiscal  1997
period.

Other Income. Other income in the fiscal 1997 period was primarily the result of
the gain on the sale of a storage facility and fully depreciated equipment,  and
a  finders  fee the  Company  earned  relating  to an  agreement  with a foreign
original equipment manufacturer.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

For the nine month  period  ended April 30, 1997,  the  Company's  cash and cash
equivalent  position  decreased by $496,000 from  $2,060,000 at July 31, 1996 to
$1,564,000 at April 30, 1997.

                                       9
<PAGE>
 
Operating activities used a net of $255,000. Accounts receivable were $4,098,000
at April 30, 1997 as compared to  $3,467,000 at July 31, 1996,  representing  an
increase of $631,000.  This increase was primarily the result of the increase in
sales.  Included in these balances were $272,000 and $689,000 for April 30, 1997
and July 31 1996,  respectively,  for  unbilled  accounts  receivable  for sales
recorded on a percentage-of-completion basis. The portion of accounts receivable
that are accounted for on a percentage-of-completion basis 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
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 $7,793,000 at April 30, 1997 and $6,527,000
at July 31, 1996, representing an increase of $1,266,000.  This increase was due
primarily to the additional  inventory required to address the increased backlog
at April 30, 1997.  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"  and,  accordingly,  inventory  levels  will vary as a function of the
status of the Company's order backlog.  The Company does have some product lines
which require a more competitive response to customers  requirements and require
the Company to provide for a level of "off-the-shelf"  equipment. The only other
general  inventory that the Company  maintains is for basic components which are
common for most of its products.

Accounts payable increased by $719,000, from July 31, 1996 to April 30, 1997
primarily as a result of the increased sales volume requiring increased
inventory purchases.

Accrued expenses and other current liabilities increased by $212,000 as a result
of an increase in customer advance payments and accrued  commissions,  partially
offset by a decrease in accrued wages and benefits and other expenses.

Investing  activities  used $367,000 of cash.  The Company used $494,000 of cash
for purchases of equipment.  It received $127,000 as proceeds from the sale of a
storage  facility it previously  owned and  recognized a $72,000 profit from the
sale which is included as other income.

Financing  activities used $384,000.  The Company received  $106,000 as proceeds
from the exercise of employee  incentive  stock options.  Principal  payments on
long term debt were  $486,000.  Additionally,  the Company  purchased  forfeited
restricted employee stock which has been added to the Company's treasury stock.

In December 1996 the Company  obtained a new $5,000,000  secured credit facility
from Republic  National Bank of New York. The line of credit which is to be used
for working capital requirements is for a term of one year and bears interest on
borrowings  of 1/2%  over the  bank's  Reference  Rate.  There was  $300,000  of
borrowings  outstanding  at April 30, 1997. A component of this  facility is the
administration  by Republic  of  $1,000,000  of loans under the Working  Capital
Guarantee Program of the Export-Import  Bank of the United States.  This program
provides the lender a 90% guarantee on qualifying  loans made to the Company for
export related contracts. The Company has not utilized this program to date.

The Company  believes  that its current  cash  position,  funds  generated  from
operations and funds available from its credit facility,  collectively, would be
adequate to meet the Company's cash requirements.

                                       10
<PAGE>
 
                                     PART II         
                                     -------


                                OTHER INFORMATION
                                -----------------



Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a)      Exhibit 11.0

         The following exhibit is annexed hereto:

         Computation of Earnings (Loss) per Common Share - Page 12

                                       11
<PAGE>
 
                                                                   Exhibit 11.0


               COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
               -------------------------------------------------

                COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
                -----------------------------------------------
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                       Three Months Ended                 Nine Months Ended
                                                            April 30                          April  30
                                                       ------------------                 -----------------
                                                   1997              1996               1997              1996
                                                   ----              ----               ----              ----
<S>                                       <C>                <C>                <C>                <C> 
Net earnings (loss)                          $      83,000     $      79,000      $    312,000      $     ( 62,000)
- -------------------                          =============     =============      ============      ===============

Computation of weighted average number of 
   common equivalent  shares  outstanding
   during the period:

Weighted average number of
   common shares                                2,645,621         2,605,344           2,626,386         2,605,344

Weighted average shares assumed to be
   issued upon exercise of common
   stock option                                    11,039                                 8,969
                                                              
Less Treasury Stock                               (55,000)          (15,000)            (55,000)         (15,000)
                                             ---------------   ---------------    ----------------  ---------------

Weighted average number of  common
   and common equivalent shares
   outstanding during the period                2,601,660         2,590,344           2,580,355        2,590,344
                                             =============     =============      ==============    =============

Earnings (loss) per share:                    $       .03        $      .03       $         .12      $      (.02)
                                             ---------------   ---------------    ----------------  ---------------

</TABLE> 

                                       12
<PAGE>
 
                                   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:  June 10, 1997                       By: 
                                               ---------------------------
                                               Fred Kornberg
                                               Chairman of the Board
                                               Chief Executive Officer
                                               and President


Date:  June 10, 1997                       By: 
                                               ---------------------------
                                                J. Preston Windus, Jr.
                                                Vice President, Chief Financial
                                                Officer and Secretary

                                       13

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED FINANCIAL STATEMENTS FORM 10Q - 4/30/97 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUL-31-1997
<PERIOD-START>                             AUG-01-1996
<PERIOD-END>                               APR-30-1997
<CASH>                                           1,564
<SECURITIES>                                         0
<RECEIVABLES>                                    4,166
<ALLOWANCES>                                        68
<INVENTORY>                                      7,793
<CURRENT-ASSETS>                                13,718
<PP&E>                                          14,506
<DEPRECIATION>                                  10,763
<TOTAL-ASSETS>                                  17,793
<CURRENT-LIABILITIES>                            5,662
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           265
<OTHER-SE>                                      10,998
<TOTAL-LIABILITY-AND-EQUITY>                    17,793
<SALES>                                         16,767
<TOTAL-REVENUES>                                16,767
<CGS>                                           11,929
<TOTAL-COSTS>                                   16,358
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 215
<INCOME-PRETAX>                                    333
<INCOME-TAX>                                        21
<INCOME-CONTINUING>                                312
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       312
<EPS-PRIMARY>                                      .12
<EPS-DILUTED>                                      .12
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission