COMTECH TELECOMMUNICATIONS CORP /DE/
10-Q, 1999-06-14
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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              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, 1999
                           -----------------------------------------------------

|_|   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 - 2,927,604 shares outstanding as
      of 05/26/99.
<PAGE>

                        COMTECH TELECOMMUNICATIONS CORP.

                                      INDEX

                                                                            Page
                                                                             No.
                                                                            ----

PART I FINANCIAL INFORMATION

      Consolidated Balance Sheets -                                            3
      April 30, 1999 (unaudited) and
      July 31, 1998

      Consolidated Statements of Income-                                       4
      Three Months and Nine Months Ended
      April 30, 1999 and 1998 (unaudited)

      Consolidated Statements of Cash Flows -                                  5
      Nine Months Ended April 30, 1999 and 1998
      (unaudited)

      Notes to Consolidated Financial Statements                             6-7

      Management's Discussion and Analysis of
      Financial Condition and Results of Operations                         8-11

PART II OTHER INFORMATION                                                     12

      Signature Page                                                          13


                                       2
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

                COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       April 30, 1999  July 31, 1998
                                                       --------------  -------------
                                                         (unaudited)
<S>                                                     <C>             <C>
ASSETS:
Current assets:
   Cash and cash equivalents                            $  2,919,000    $  2,724,000
   Restricted cash                                            22,000          22,000
   Accounts receivable, less allowance for doubtful
      accounts of $256,000 at April 30, 1999
      and $170,000 at July 31, 1998                        8,719,000       5,932,000
   Inventories, net                                        8,292,000       6,135,000
   Prepaid expenses and other current assets                 234,000         276,000
   Deferred tax asset - current                            1,192,000              --
                                                        ------------    ------------

     Total current assets                                 21,378,000      15,089,000
                                                        ------------    ------------

Property, plant and equipment, net                         4,313,000       4,314,000
Intangible assets                                          1,646,000              --
Other assets                                                 312,000         307,000
Deferred tax asset - non current                             228,000              --
                                                        ------------    ------------

     Total assets                                       $ 27,877,000    $ 19,710,000
                                                        ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Current installments of long-term debt
     (including payable to related party of
     $308,000 at April 30, 1999 and $309,000
     at July 31, 1998)                                  $    650,000    $    804,000
   Notes payable                                           1,100,000              --
   Accounts payable                                        4,603,000       2,588,000
   Accrued expenses and other current liabilities          5,001,000       2,780,000
                                                        ------------    ------------

     Total current liabilities                            11,354,000       6,172,000
                                                        ------------    ------------

Long-term debt, less current installments
  (including payable to related party of $583,000
  at April 30, 1999 and $817,000 at July 31, 1998)         1,031,000       1,445,000
                                                        ------------    ------------

     Total liabilities                                    12,385,000       7,617,000
                                                        ------------    ------------

Stockholders' equity:
   Preferred stock, par value $.10 per share; shares
     authorized and unissued 2,000,000
   Common stock, par value $.10 per share; authorized
     15,000,000 shares; issued 2,927,604 shares
     at April 30, 1999 and 2,672,004 at July 31, 1998        293,000         267,000
   Additional paid-in capital                             23,762,000      22,189,000
   Accumulated deficit                                    (7,345,000)    (10,011,000)
                                                        ------------    ------------
   Less:
     Treasury stock (55,000 shares at April 30, 1999
     and July 31, 1998)                                     (184,000)       (184,000)
     Deferred compensation expense                        (1,034,000)       (168,000)
                                                        ------------    ------------
                                                          15,492,000      12,093,000
                                                        ------------    ------------

     Total liabilities and stockholders' equity         $ 27,877,000    $ 19,710,000
                                                        ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended               Nine Months Ended
                                                          April 30,                       April 30,
                                                    --------------------            --------------------
                                                    1999            1998            1999            1998
                                                    ----            ----            ----            ----
<S>                                             <C>             <C>             <C>             <C>
Net sales                                       $ 10,473,000    $  8,689,000    $ 28,265,000    $ 22,323,000
                                                ------------    ------------    ------------    ------------

Operating costs and expenses:
   Cost of sales                                   7,309,000       6,388,000      19,714,000      15,998,000
   Selling, general and administrative             1,972,000       1,535,000       5,319,000       4,263,000
   Research and development                          597,000         330,000       1,747,000         920,000
                                                ------------    ------------    ------------    ------------
Total operating costs and expenses                 9,878,000       8,253,000      26,780,000      21,181,000
                                                ------------    ------------    ------------    ------------

Operating income                                     595,000         436,000       1,485,000       1,142,000

Other (expenses) income:
   Interest expense                                  (49,000)        (18,000)       (156,000)       (246,000)
   Interest income                                     9,000          10,000          44,000          19,000
   Other income                                       10,000              --          12,000           4,000
                                                ------------    ------------    ------------    ------------

Income from operations
  before provision (benefit) for income taxes        565,000         428,000       1,385,000         919,000
Provision (benefit) for income taxes                  67,000          40,000      (1,281,000)        110,000
                                                ------------    ------------    ------------    ------------

Net income                                      $    498,000    $    388,000    $  2,666,000    $    809,000
                                                ============    ============    ============    ============

Net income per share:
  Basic                                         $        .18    $        .15    $        .98    $        .31
                                                ============    ============    ============    ============
  Diluted                                       $        .16    $        .13    $        .90    $        .29
                                                ============    ============    ============    ============

Weighted average number of common
   and common equivalent shares
   outstanding - Basic computation                 2,821,442       2,600,320       2,719,870       2,597,406

Potential dilutive common shares                     259,997         414,985         258,259         245,297
                                                ------------    ------------    ------------    ------------

Weighted average number of common and
  common equivalent shares outstanding
  assuming dilution - Diluted computation          3,081,439       3,015,305       2,978,129       2,842,703
                                                ============    ============    ============    ============
</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)
                                                                    1999           1998
                                                                    ----           ----
<S>                                                             <C>            <C>
Cash flows from operating activities:
Net income                                                      $ 2,666,000    $   809,000
Adjustments to reconcile net income
   to net cash (used in) provided by operating activities:
Depreciation and amortization                                     1,038,000        853,000
Deferred income taxes                                            (1,420,000)            --
Provision for bad debt                                               86,000             --
Amortization of deferred compensation expense net                   176,000         39,000
Changes in assets and liabilities, net of effects of
   acquisitions:
   Accounts receivable                                           (2,672,000)      (503,000)
   Inventories                                                   (1,742,000)      (321,000)
   Prepaid expenses and other current assets                        (45,000)       (95,000)
   Prepaid expenses and other current assets                        (42,000)       (95,000)
   Other assets                                                      39,000        (13,000)
   Accounts payable                                               1,212,000        844,000
   Accrued expenses and other liabilities                         1,442,000        736,000
                                                                -----------    -----------
   Net cash provided by operating activities                        783,000      2,349,000
                                                                -----------    -----------

Cash flows from investing activities:
Purchases of property, plant and equipment                         (446,000)      (593,000)
Payment for business acquisitions less
net cash received                                                  (173,000)            --
                                                                -----------    -----------
   Net cash used in investing activities                           (619,000)      (593,000)

Cash flow from financing activities:
Notes payable                                                       850,000             --
Principal payments on long-term debt                               (849,000)      (618,000)
Proceeds from purchase of stock and exercise of stock options        30,000         40,000
                                                                -----------    -----------
   Net cash provided by (used in) financing activities               31,000       (578,000)

Net increase in cash and cash equivalents                           195,000      1,178,000

Cash and cash equivalents at beginning of period                  2,746,000      1,364,000
                                                                -----------    -----------

Cash and cash equivalents at end of period                      $ 2,941,000    $ 2,542,000
                                                                ===========    ===========

Supplemental cash flow disclosure

   Cash paid during the period for:
      Interest                                                  $   156,000    $   176,000
      Income taxes                                                  150,000    $    50,000
</TABLE>

Non-Cash Items:

Non-cash items in the nine months ended April 30, 1999 include the issuance of a
note payable of $250,000 and the issuance of common stock valued at $528,000 in
connection with the acquisitions of new businesses. The Company entered into new
capital lease agreements in the amounts of $281,000 and $756,000 in the nine
months ended April 30, 1999 and 1998, respectively.


          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 three and nine
months ended April 30, 1999 and 1998 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, 1999 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, 1999   July 31, 1998
                                                      --------------   -------------
      <S>                                               <C>              <C>
      Accounts receivable from commercial customers     $6,479,000       $4,302,000
      Unbilled receivables (including retainages) on
         contracts-in-progress                           1,417,000        1,531,000
      Amounts receivable from the United States
         government and its agencies                     1,079,000          269,000
                                                        ----------       ----------
                                                         8,975,000        6,102,000

      Less allowance for doubtful accounts                 256,000          170,000
                                                        ----------       ----------

         Accounts receivable, net                       $8,719,000       $5,932,000
                                                        ==========       ==========
</TABLE>

(3)   Inventories

      Inventories consist of the following:

                                               April 30, 1999    July 31, 1998
                                               --------------    -------------

      Raw materials and components               $3,621,000       $3,365,000
      Work-in-process                             4,961,000        4,103,000
                                                 ----------       ----------
                                                  8,582,000        7,468,000
      Less:
         Progress payments                          290,000        1,333,000
                                                 ----------       ----------

         Inventories - net                       $8,292,000       $6,135,000
                                                 ==========       ==========

(4)   Accrued Expenses and Other Current Liabilities

      Accrued expenses and other current liabilities consist of the following:

                                               April 30, 1999    July 31, 1998
                                               --------------    -------------

      Customer advances and deposits             $2,352,000       $  652,000
      Accrued wages and benefits                  1,542,000        1,068,000
      Accrued commissions                           467,000          452,000
      Other                                         640,000          608,000
                                                 ----------       ----------

                                                 $5,001,000       $2,780,000
                                                 ==========       ==========


                                       6
<PAGE>

(5)   Long-Term Debt

      Long-term debt consists of the following:

                                               April 30, 1999    July 31, 1998
                                               --------------    -------------

      Obligations under capital leases           $1,681,000       $2,249,000
      Less current installments                     650,000          804,000
                                                 ----------       ----------

                                                 $1,031,000       $1,445,000
                                                 ==========       ==========

(6)   Acquisitions

      In the first quarter of fiscal 1999, the Company acquired the assets and
assumed certain liabilities of two businesses. The acquisitions are being
accounted for using the purchase method of accounting with the operations of
these businesses being consolidated with those of the Company from their
respective dates of acquisition. The excess of the purchase price over the fair
value of the net assets acquired and liabilities assumed approximates
$1,701,000, which has been included in intangible assets in the accompanying
consolidated balance sheet and is being amortized over a 20 year period.

(7)   Income Taxes

      The provision for income tax consists primarily of state and local taxes
offset in the quarter ending January 31, 1999 by $1,420,000 representing a
reduction in the valuation allowance for deferred tax assets. Due to the
continued profitability of the Company and the award of certain contracts, the
Company believes it is more likely than not that a portion of its deferred tax
assets will be realized.

(8) Stock Grants

      During the nine months period ended April 30, 1999, the Company granted
150,000 shares of common stock to certain officers of one of the Company's
operating units at a cost of $.10 per share. The grants relate to services to be
provided over future years. The excess of market value over cost of $1,041,000
was recorded as deferred compensation and is being amortized to expense over a
10 year period, subject to certain acceleration provisions.


                                       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 29, 1998, 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.

Recent Developments

During the first quarter of fiscal 1999, the Company formed two new wholly owned
subsidiaries. Comtech Wireless, Inc. ("CWI") which is located in Woodbridge, New
Jersey will design and manufacture Wireless Local Loop Systems for the rural and
remote telephony market. Comtech Mobile Datacom Corp. ("CMDC"), which is located
in Germantown, Maryland will provide satellite based packet data communication
services between remote mobile and fixed assets and home base using an open
architecture asset tracking system. CMDC will focus on transportation and energy
markets, both commercial and government and will serve customers in the U.S. and
elsewhere as satellite resources which offer global reach are deployed over the
next few years.

In October 1998, the Company's operating unit Comtech Systems, Inc. ("CSI"), was
awarded a contract for approximately $42.5 million by a major U.S. Prime
Contractor. The contract is for design, engineering, and production of sheltered
communication terminals consisting of Comtech digital over-the-horizon and
line-of-sight microwave radios and integrated UHF/VHF and HF radios for use in a
foreign country. The terminals, configured for mobile deployment, are scheduled
for delivery over approximately the next three years.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED APRIL 30,
1999 AND APRIL 30, 1998.

Net Sales. Net sales were $10,473,000 and $8,689,000 for the three months ended
April 30, 1999 and 1998, respectively, representing an increase of $1,784,000 or
20.5%. This was primarily due to an increase in sales at CSI, Comtech Antenna
Systems, Inc.("CASI") and Comtech Communications Corp. ("CCC"), partially offset
by a decrease in sales at Comtech PST Corp. ("CPST"). Sales at CSI are expected
to continue to increase as the result of an order received in October 1998 for
$42,500,000 for delivery over approximately the next three years. The increase
in sales at CCC was partially the result of orders received for recently
developed new products.

Gross Margin. Gross profit was $3,164,000 or 30.2% of net sales for the three
months ended April 30,1999 as compared to $2,301,000 or 26.5% of net sales for
the same period in fiscal 1998. Higher gross profits in the fiscal 1999 period
were due primarily to the higher sales volume. Higher gross profit margins, as a
percent of net sales, were primarily due to the differing mix of products sold
in each period.

Selling, General and Administrative. Selling, general and administrative
expenses were $1,972,000, or 18.8% of net sales and $1,535,000 or 17.7% of net
sales for the three months ended April 30, 1999 and 1998, respectively,
representing an increase of $437,000 or 28.5%. This increase was partially due
to the additions of two new subsidiaries, CWI and CMDC, in fiscal 1999, as noted
above.

Research and Development Research and development expenses were $597,000 and
$330,000 for the three months ended April 30, 1999 and 1998, respectively,
representing an increase of $267,000 or 80.9%. This increase was primarily due
to expenses for continuing product development and general product improvement.


                                       8
<PAGE>

Results From Operations. As a result of the foregoing factors, the Company had
operating earnings of $ 595,000 for the three months ended April 30, 1999 as
compared to operating earnings of $ 436,000 for the comparable prior year
period.

Interest Expense. Interest expense was $49,000 and $18,000 for the three months
ended April 30, 1999 and 1998, respectively, representing an increase of
$31,000. Interest expense for both periods was attributable largely to interest
associated with the Company's capital lease obligations.

Interest Income. Interest income was $9,000 and $10,000 for the three months
ended April 30, 1999 and 1998, respectively. This change was due primarily to
the amount of cash available to invest during these periods.

Provision/Benefit for Income Taxes. The provision for income taxes was $67,000
and $40,000 for the three months ended April 30, 1999 and 1998, respectively,
which principally relates to state income taxes. In the three months ended April
30, 1999, the Company recognized additional deferred tax benefits used upon
estimates of future taxable income.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED APRIL 30, 1999
AND APRIL 30, 1998

Net Sales. Net sales were $28,265,000 and $22,323,000 for nine months ended
April 30, 1999 and 1998, respectively, representing an increase of $5,942,000 or
26.6%. The increase in sales was due primarily to a higher volume of sales at
CSI, CASI, and CCC, partially offset by results at CPST. Sales at CSI are
expected to continue to increase as the result of an order received in October
1998 for $42,500,000 for delivery over approximately the next three years. The
increase in sales at CCC was partially the result of orders received for
recently developed new products.

Gross Margin Gross profit was $8,551,000 or 30.3% of net sales for the nine
months ended April 30, 1999 compared to $6,325,000 or 28.3% of net sales for the
same period in fiscal 1998. Higher gross profits in the fiscal 1999 period were
due primarily to the higher sales volume. Higher gross profit margins, as a
percentage of net sales, were primarily due to the mix of products sold in each
period.

Selling, General and Administrative. Selling, general and administrative
expenses were $5,319,000 or 18.8% of net sales for the nine months ended April
30, 1999 compared to $4,263,000 or 19.1% of net sales for the same period in
fiscal 1998. The $1,056,000 increase in total costs was primarily due to the
additional expenses required to support the increased sales volume and partially
due to the addition of two new subsidiaries, CWI and CMDC.

Research and Development. Research and development expenses were $1,747,000 and
$920,000 for the nine months ended April 30, 1999 and 1998, respectively,
representing an increase of $827,000 or 89.9%. This increase was due primarily
to expenses for continuing product development and general product improvements.

Results From Operations. As a result of the foregoing factors, the Company had
operating earnings of $1,485,000 and $1,142,000 for the nine months ended April
30, 1999 and 1998, respectively.

Interest Expense. Interest expense was $156,000 and $246,000 for the nine months
ended April 30, 1999 and 1998, respectively. Interest expense for both periods
was attributable largely to interest associated with the Company's capital lease
obligations.

Interest Income. Interest income was $44,000 and $19,000 for the nine months
ended April 30, 1999 and 1998, respectively. This increase was due primarily to
the increase in the amount of cash available to invest in the fiscal 1999
period.

Provision/Benefit for Income Taxes. The provision for income taxes was $110,000
for the nine months ended April 30, 1998, which principally relates to state
income taxes. The benefit for income taxes of ($1,281,000) for nine months ended
April 30, 1999 represents the provision for federal and state taxes offset by a
reduction in the valuation allowance for deferred tax assets. Primarily due to
the Company's continued profitability, the Company determined it was more likely
than not that a portion of the valuation allowance would not be required and,
consequently, during the quarter ended January 31, 1999, recorded a deferred tax
asset and income tax benefit of $1,420,000.


                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

For the nine month period ended April 30, 1999, the Company's cash and cash
equivalent position increased by $195,000 from $2,746,000 at July 31, 1998 to
$2,941,000 at April 30, 1999. Operating activities provided $783,000 of cash,
investing activities used $619,000 of cash and financing activities provided
$31,000 of cash. During the period, the Company formed two new wholly owned
subsidiaries which acquired the assets and assumed certain liabilities of two
other companies. The total consideration for these acquisitions was
approximately $978,000 which was financed by a cash payment of $200,000, a
promissory note of $250,000 and the balance through the issuance of restricted
stock and warrants. The balances at April 30, 1999 include the assets and
liabilities of these acquisitions.

Net accounts receivable increased from July 31, 1998 by $2,787,000 due primarily
to the timing of the shipments and the subsequent collection of the related
receivable. The allowance for doubtful accounts increased by $86,000. The
Company reviews its allowance for doubtful accounts periodically and believes it
is sufficient based on past experience and Company's credit standards.

Net inventory increased by $2,157,000 primarily due to a higher backlog of
orders. 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 Company's order
backlog. The Company does have some product lines which require a more
competitive delivery 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. Inventory reserves are reviewed on an ongoing basis
and adjustments are made as needed.

Net intangible assets at April 30, 1999 of $1,646,000 consist of "goodwill" as a
result of the acquisitions referred to above, which is being amortized over 20
years.

Accounts payable increased by $2,015,000 primarily due to the increase of
inventory purchases. The increase of $2,221,000 in accrued expenses and other
current liabilities was primarily due to increases in customer advances and
deposits and accrued wages and benefits. During the nine months ended April 30,
1999, the Company made leasehold improvements and purchases of equipment of
$727,000 of which $281,000 was financed by a capital lease. Long term debt
(including current installments) decreased a net amount of $568,000 due to
payments made of $849,000 and additional debt incurred of $281,000. All of the
Company's long term debt consists of capital leases for its facilities and
equipment.

In December 1998 the Company renewed its credit facility with Republic National
Bank of New York. The total facility available to the Company has increased to
$8,000,000. The interest rate on borrowings is Libor plus 1-1/2%. Borrowings
outstanding at April 30, 1999 amounted to $850,000.

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


                                       10
<PAGE>

Year 2000 Compliance

Management has initiated a company-wide program and has developed a formal plan
of implementation to prepare the Company for the Year 2000. This includes taking
actions designed to ensure that the Company's information technology ("IT")
systems, products and infrastructure are Year 2000 compliant and that its
customers, suppliers and service providers have taken similar action. At this
time, management believes that the Company does not have any significant
internal problem other than to upgrade some of its software to available new
releases which are Year 2000 compliant. With respect to its external issues -
customers, suppliers and service providers - the Company is surveying them
primarily through written correspondence. Despite the efforts to survey
customers, suppliers and service providers, management cannot be certain as to
the actual Year 2000 readiness of these third parties. To the extent any of its
suppliers or service providers are not Year 2000 ready, the Company believes
that it will be able to obtain other suppliers or service providers without a
significant interruption to its business. However, there can be no assurance
that such interruption will not have a material adverse effect on the Company.
To date, the Company has not formulated a Year 2000 contingency plan. The
Company is reviewing responses to its inquiries and will determine the need for
a contingency plan upon completion of this review. The Company anticipates
completing its Year 2000 project in mid calendar 1999.

Management currently believes that the costs related to the Corporation's
compliance with the Year 2000 issue should not have a material adverse effect on
its consolidated financial position, results of operations or cash flows.


                                       11
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

      The following exhibit is being filed as part of this Report:

      Exhibit No.             Description
      -----------             -----------

      Exhibit 27              Financial Data Schedule


                                       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 11, 1999                    By: /s/ Fred Kornberg
                                           --------------------------------
                                                    Fred Kornberg
                                                Chairman of the Board
                                               Chief Executive Officer
                                                    and President


Date: June 11, 1999                    By: /s/ Gail Segui
                                           --------------------------------
                                                      Gail Segui
                                               Secretary, Treasurer and
                                               Chief Accounting Officer


                                       13


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM Consolidated
Financial Statements Form 10-Q 04/30/99 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-31-1999
<PERIOD-START>                                 AUG-01-1998
<PERIOD-END>                                   APR-30-1999
<CASH>                                               2,941
<SECURITIES>                                             0
<RECEIVABLES>                                        8,975
<ALLOWANCES>                                           256
<INVENTORY>                                          8,292
<CURRENT-ASSETS>                                    21,378
<PP&E>                                              17,885
<DEPRECIATION>                                      13,572
<TOTAL-ASSETS>                                      27,877
<CURRENT-LIABILITIES>                               11,354
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                               293
<OTHER-SE>                                          15,199
<TOTAL-LIABILITY-AND-EQUITY>                        27,877
<SALES>                                             28,265
<TOTAL-REVENUES>                                    28,265
<CGS>                                               19,714
<TOTAL-COSTS>                                       26,780
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                     156
<INCOME-PRETAX>                                      1,385
<INCOME-TAX>                                        (1,281)
<INCOME-CONTINUING>                                  2,666
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                         2,666
<EPS-BASIC>                                          .98
<EPS-DILUTED>                                          .90



</TABLE>


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