“Comtech continued on its positive trajectory of improvement, as we delivered our fourth consecutive quarter of positive operating cash flow and ended the quarter with approximately
Consolidated Financial Results
- Net sales of
$106.8 million - Gross profit of 33.9%
- Operating loss of
$1.2 million and net loss attributable to common shareholders of$20.2 million - Adjusted EBITDA (a Non-GAAP financial measure) of
$9.1 million , or 8.6% of net sales - Net bookings of
$175.4 million , representing a book-to-bill ratio of 1.64x - Funded backlog of
$731.6 million and revenue visibility of approximately$1.1 billion - GAAP cash flows provided by operations of
$4.9 million - Total liquidity at quarter end of
$49.9 million
Second Quarter Fiscal 2026 Results Commentary
Consolidated
Consolidated net sales were
Consolidated gross profit was
Consolidated operating loss was
Consolidated net loss attributable to common stockholders was
Consolidated Adjusted EBITDA (a Non-GAAP financial measure) was
Consolidated net bookings were
Consolidated backlog was
GAAP cash flows provided by operations were
Operating cash flows in the second quarter of fiscal 2026 include aggregate net cash payments for interest and taxes of
S&S net sales were
S&S operating income was
S&S Adjusted EBITDA was
S&S’ book-to-bill ratio for the second quarter of fiscal 2026 was 0.68x. This ratio compares to 0.64x in the second quarter of fiscal 2025.
Key S&S contract awards during the second quarter of fiscal 2026 included:
- over
$5.5 million of funded orders from several international government end customers of Comtech’s troposcatter Family of Systems ("FoS"), including its rapidly deployable MPRs and Modular Transportable Transmission Systems ("MTTS"); - incremental funding in excess of
$4.5 million for ongoing training and support of complex cybersecurity operations forU.S. government customers; - approximately
$2.8 million in funded orders for high-frequency band amplifiers for use by a provider of high-speed satellite broadband services and secure networking systems covering military and commercial markets; - over
$1.8 million in funded orders from theU.S. Navy for non-recurring engineering services; - approximately
$1.2 million in funded orders for Comtech’s software-defined, satellite communications network applications in support of upgrading domestic air traffic control platforms; - in excess of
$1.0 million in follow-on orders for high-power amplifiers in support of an electronic warfare and countermeasures space program led by aU.S. government agency; and - over
$1.0 million in funded orders for products and services related to electrical, electronic and electro-mechanical (“EEE”) space parts and components in support of an international end customer’s rocket launch initiatives.
In
In
Allerium Segment
Allerium net sales were
Allerium operating income was
Allerium’s Adjusted EBITDA was
Allerium’s book-to-bill ratio in the second quarter of fiscal 2026 was 2.51x, compared to 0.61x in the prior year period.
With strategic wins in the
Key Allerium contract awards during the second quarter of fiscal 2026 included:
- over
$107.0 million of incremental funding toward a multi-year contract extension, valued in excess of$130.0 million , by Allerium’s largest customer, a leading telecommunications company in theU.S. ; - in excess of
$10.5 million in multi-year funding toward the deployment of a new NG-911 system in the south central region of theU.S. ; - approximately
$3.0 million of funding from a domestic Tier 1 mobile network operator for advanced mobile location center software features; - over
$2.0 million of incremental funding for certain upgrades to an existing NG-911 customer’s statewide platform; - approximately
$2.0 million of funding related to an existing customer’s renewal of backend 911 communication-related services ultimately provided to other telecom providers, VoIP companies and messaging platforms; - in excess of
$1.6 million of funding for a new multi-year contract to deploy Allerium’s NG-911 Guardian call handling solutions in a Canadian province; - approximately
$1.6 million of incremental funding from a domestic Tier 1 mobile network operator for various ESInet and location-based solutions; - approximately
$1.5 million of funding to provide software engineering services to Allerium’s largest customer in support of new features for wireless communication applications; and - in excess of
$1.0 million of funding related to an existing customer’s renewal of Allerium’s NG-911 Guardian call handling solution in a Northeastern state.
Litigation Update
As previously disclosed, in
Capital Structure and Liquidity
As previously disclosed,
At
- Total outstanding borrowings under Comtech’s Credit Facility was
$124.7 million ; of such amount,$7.6 million was drawn on the Revolver Loan (reflecting repayments of$5.0 million on each ofDecember 1, 2025 andJanuary 8, 2026 ); - Total outstanding borrowings under Comtech’s Subordinated Credit Facility were
$102.8 million and$103.4 million , respectively, including interest paid-in-kind or accrued on the$35.0 million subordinated priority term loan; such amounts do not include the$32.5 million Make-Whole Amount associated with the$65.0 million portion of the Subordinated Credit Facility (pursuant to the terms of the Subordinated Credit Facility, as of bothJanuary 31, 2026 andMarch 13, 2026 , the Make-Whole Amount percentage for each tranche within the$65.0 million of principal is 50.0%); - The liquidation preference of the Company’s outstanding convertible preferred stock was
$213.4 million and$215.7 million , respectively (excluding potential increases in the liquidation preference and other obligations that could be triggered by, among other things, breaches of covenants and/or asset sales resulting in a change in control of the Company); and - The Company’s available sources of liquidity totaled
$49.9 million and$38.0 million , respectively, which includes qualified cash and cash equivalents of$30.2 million and$18.4 million , respectively, and the remaining available portion of the Revolver Loan of$19.6 million as of each date.
Conference Call and Webcast Information
A live webcast of the conference call will be accessible on the Investor Relations section of Comtech’s website at www.comtech.com/investors. Alternatively, investors can access the conference call by dialing (800) 225-9448 (primary) or (203) 518-9708 (alternate) and using the conference I.D. of “Comtech.” A replay will be available through
About
Cautionary Note Regarding Forward-Looking Statements
Certain information in this press release contains, and oral statements made by its representatives from time to time may contain, forward-looking statements. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “outlook,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would,” and similar references to future periods, or the negative of those words and expressions, as well as statements in future tense. Forward-looking statements include, among others, statements regarding its expectations for its strategic alternatives process, its expectations for further portfolio-shaping opportunities, its expectations for other operational initiatives, its expectations for completing further financing initiatives, its future performance and financial condition, the plans and objectives of its management and its assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under its control which may cause its actual results, future performance and financial condition, and achievement of its plans and objectives of its management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or its good faith belief with respect to future events, and is subject to risks and uncertainties that are difficult to predict and many of which are outside of its control. Factors that could cause actual results to differ materially from current expectations include, among other things: the outcome and effectiveness of the aforementioned strategic alternatives process, further portfolio-shaping opportunities, other operational initiatives, and the completion of further financing activities; its ability to access capital and liquidity; its ability to implement changes in its executive leadership; the possibility that the expected benefits from its strategic activities will not be fully realized, or will not be realized within the anticipated time periods; the risk that acquired businesses will not be integrated successfully; impacts from, and uncertainties regarding, future actions that may be taken by activist stockholders; the possibility of disruption from acquisitions or dispositions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that it will be unsuccessful in implementing a tactical shift in its
Appendix:
- Condensed Consolidated Statements of Operations (Unaudited)
- Condensed Consolidated Balance Sheets (Unaudited)
- Condensed Consolidated Statements of Cash Flows (Unaudited)
- Use of Non-GAAP Financial Measures
Condensed Consolidated Statements of Operations | ||||||||||||||||
|
| (Unaudited) |
| (Unaudited) | ||||||||||||
|
| Three months ended |
| Six months ended | ||||||||||||
|
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||||||
Net sales |
| $ | 106,761,000 |
|
| 126,574,000 |
|
| $ | 217,793,000 |
|
| 242,374,000 |
| ||
Cost of sales |
|
| 70,538,000 |
|
|
| 92,834,000 |
|
|
| 144,804,000 |
|
|
| 194,118,000 |
|
Gross profit |
|
| 36,223,000 |
|
|
| 33,740,000 |
|
|
| 72,989,000 |
|
|
| 48,256,000 |
|
|
|
|
|
|
|
|
|
| ||||||||
Expenses: |
|
|
|
|
|
|
|
| ||||||||
Selling, general and administrative |
|
| 27,681,000 |
|
|
| 33,832,000 |
|
|
| 57,619,000 |
|
|
| 85,476,000 |
|
Research and development |
|
| 4,430,000 |
|
|
| 4,354,000 |
|
|
| 8,220,000 |
|
|
| 8,067,000 |
|
Amortization of intangibles |
|
| 5,043,000 |
|
|
| 5,043,000 |
|
|
| 10,087,000 |
|
|
| 11,636,000 |
|
CEO transition costs |
|
| 305,000 |
|
|
| (331,000 | ) |
|
| 1,056,000 |
|
|
| 267,000 |
|
Proxy solicitation costs |
|
| — |
|
|
| 1,099,000 |
|
|
| — |
|
|
| 2,682,000 |
|
Impairment of long-lived assets, including goodwill |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 79,555,000 |
|
|
|
| 37,459,000 |
|
|
| 43,997,000 |
|
|
| 76,982,000 |
|
|
| 187,683,000 |
|
|
|
|
|
|
|
|
|
| ||||||||
Operating loss |
|
| (1,236,000 | ) |
|
| (10,257,000 | ) |
|
| (3,993,000 | ) |
|
| (139,427,000 | ) |
|
|
|
|
|
|
|
|
| ||||||||
Other expenses (income): |
|
|
|
|
|
|
|
| ||||||||
Interest expense |
|
| 11,224,000 |
|
|
| 11,008,000 |
|
|
| 22,777,000 |
|
|
| 20,540,000 |
|
Interest (income) and other |
|
| (208,000 | ) |
|
| (126,000 | ) |
|
| (431,000 | ) |
|
| 509,000 |
|
Change in fair value of warrants and derivatives |
|
| 1,366,000 |
|
|
| 28,568,000 |
|
|
| 2,716,000 |
|
|
| 34,092,000 |
|
Write-off of deferred financing costs and debt discounts |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,412,000 |
|
|
|
|
|
|
|
|
|
| ||||||||
Loss before provision for (benefit from) income taxes |
|
| (13,618,000 | ) |
|
| (49,707,000 | ) |
|
| (29,055,000 | ) |
|
| (195,980,000 | ) |
Provision for (benefit from) income taxes |
|
| 17,000 |
|
|
| (968,000 | ) |
|
| 459,000 |
|
|
| 1,166,000 |
|
|
|
|
|
|
|
|
|
| ||||||||
Net loss |
| $ | (13,635,000 | ) |
|
| (48,739,000 | ) |
| $ | (29,514,000 | ) |
|
| (197,146,000 | ) |
|
|
|
|
|
|
|
|
| ||||||||
Gain on extinguishment of convertible preferred stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 51,179,000 |
|
|
|
|
|
|
|
|
|
| ||||||||
Adjustments to reflect redemption value of convertible preferred stock: |
|
|
|
|
|
|
|
| ||||||||
(Dividends) deemed contributions on convertible preferred stock, net |
|
| (6,525,000 | ) |
|
| 26,383,000 |
|
|
| (10,428,000 | ) |
|
| (32,251,000 | ) |
Net loss attributable to common stockholders |
| $ | (20,160,000 | ) |
|
| (22,356,000 | ) |
| $ | (39,942,000 | ) |
|
| (178,218,000 | ) |
|
|
|
|
|
|
|
|
| ||||||||
Net loss per common share: |
|
|
|
|
|
|
|
| ||||||||
Basic |
| $ | (0.68 | ) |
|
| (0.76 | ) |
| $ | (1.34 | ) |
|
| (6.06 | ) |
Diluted |
| $ | (0.68 | ) |
|
| (0.76 | ) |
| $ | (1.34 | ) |
|
| (6.06 | ) |
|
|
|
|
|
|
|
|
| ||||||||
Weighted average number of common shares outstanding – basic |
|
| 29,824,000 |
|
|
| 29,339,000 |
|
|
| 29,721,000 |
|
|
| 29,393,000 |
|
|
|
|
|
|
|
|
|
| ||||||||
Weighted average number of common and common equivalent shares outstanding – diluted |
|
| 29,824,000 |
|
|
| 29,339,000 |
|
|
| 29,721,000 |
|
|
| 29,393,000 |
|
|
|
|
|
|
|
|
|
| ||||||||
Condensed Consolidated Balance Sheets | ||||||
(Unaudited) | ||||||
|
| |||||
Assets |
|
|
| |||
Current assets: |
|
|
| |||
Cash and cash equivalents | $ | 32,826,000 |
|
| 40,019,000 |
|
Accounts receivable, net |
| 127,871,000 |
|
| 144,837,000 |
|
Inventories, net |
| 66,005,000 |
|
| 68,955,000 |
|
Prepaid expenses and other current assets |
| 14,923,000 |
|
| 16,375,000 |
|
Total current assets |
| 241,625,000 |
|
| 270,186,000 |
|
Property, plant and equipment, net |
| 44,905,000 |
|
| 43,410,000 |
|
Operating lease right-of-use assets, net |
| 31,577,000 |
|
| 30,812,000 |
|
| 204,625,000 |
|
| 204,625,000 |
| |
Intangibles with finite lives, net |
| 163,018,000 |
|
| 173,105,000 |
|
Deferred financing costs, net |
| 1,590,000 |
|
| 1,907,000 |
|
Other assets, net |
| 16,489,000 |
|
| 16,790,000 |
|
Total assets | $ | 703,829,000 |
|
| 740,835,000 |
|
Liabilities, Convertible Preferred Stock and Stockholders’ Equity |
|
|
| |||
Current liabilities: |
|
|
| |||
Accounts payable | $ | 24,061,000 |
|
| 25,965,000 |
|
Accrued expenses and other current liabilities |
| 50,701,000 |
|
| 58,423,000 |
|
Current portion of credit facility |
| 4,050,000 |
|
| 4,050,000 |
|
Operating lease liabilities, current |
| 6,282,000 |
|
| 7,250,000 |
|
Contract liabilities |
| 58,142,000 |
|
| 62,546,000 |
|
Interest payable |
| 47,000 |
|
| 15,000 |
|
Total current liabilities |
| 143,283,000 |
|
| 158,249,000 |
|
Non-current portion of credit facility, net |
| 107,665,000 |
|
| 114,414,000 |
|
Non-current portion of subordinated credit facility, net |
| 103,466,000 |
|
| 95,588,000 |
|
Operating lease liabilities, non-current |
| 31,162,000 |
|
| 29,376,000 |
|
Income taxes payable, non-current |
| 1,842,000 |
|
| 1,818,000 |
|
Deferred tax liability, net |
| 4,034,000 |
|
| 4,619,000 |
|
Long-term contract liabilities |
| 19,040,000 |
|
| 21,005,000 |
|
Warrant and derivative liabilities |
| 23,017,000 |
|
| 17,849,000 |
|
Other liabilities |
| 4,741,000 |
|
| 3,950,000 |
|
Total liabilities |
| 438,250,000 |
|
| 446,868,000 |
|
Commitments and contingencies |
|
|
| |||
Convertible preferred stock, par value |
| 199,973,000 |
|
| 189,545,000 |
|
Stockholders’ equity: |
|
|
| |||
Preferred stock, par value |
| — |
|
| — |
|
Common stock, par value |
| 4,471,000 |
|
| 4,444,000 |
|
Additional paid-in capital |
| 539,393,000 |
|
| 548,722,000 |
|
Retained deficit |
| (36,409,000 | ) |
| (6,895,000 | ) |
|
| 507,455,000 |
|
| 546,271,000 |
|
Less: |
|
|
| |||
| (441,849,000 | ) |
| (441,849,000 | ) | |
Total stockholders’ equity |
| 65,606,000 |
|
| 104,422,000 |
|
Total liabilities, convertible preferred stock and stockholders’ equity | $ | 703,829,000 |
|
| 740,835,000 |
|
Condensed Consolidated Statements of Cash Flows | ||||||||||||||
|
| (Unaudited) |
| (Unaudited) | ||||||||||
|
| Three months ended |
| Six months ended | ||||||||||
|
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
| ||||||
Net loss |
| $ | (13,635,000 | ) |
| (48,739,000 | ) |
| $ | (29,514,000 | ) |
| (197,146,000 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
| ||||||
Depreciation and amortization of property, plant and equipment |
|
| 2,965,000 |
|
| 2,779,000 |
|
|
| 5,965,000 |
|
| 5,674,000 |
|
Amortization of intangible assets |
|
| 5,043,000 |
|
| 5,043,000 |
|
|
| 10,087,000 |
|
| 11,636,000 |
|
Amortization of stock-based compensation |
|
| 412,000 |
|
| 1,170,000 |
|
|
| 1,539,000 |
|
| 1,325,000 |
|
Amortization of cost to fulfill assets |
|
| — |
|
| — |
|
|
| — |
|
| 261,000 |
|
Paid-in-kind interest under term loan |
|
| — |
|
| 3,446,000 |
|
|
| — |
|
| 5,528,000 |
|
Amortization of deferred financing costs, debt discount and accreted interest related to subordinated credit facility |
|
| 5,204,000 |
|
| 1,315,000 |
|
|
| 10,396,000 |
|
| 1,563,000 |
|
Amortization of deferred financing costs and debt discount related to credit facility |
|
| 1,347,000 |
|
| 1,184,000 |
|
|
| 2,718,000 |
|
| 2,157,000 |
|
Write-off of deferred financing costs and debt discounts |
|
| — |
|
| — |
|
|
| — |
|
| 1,412,000 |
|
Change in fair value of warrants and derivatives |
|
| 1,366,000 |
|
| 28,568,000 |
|
|
| 2,716,000 |
|
| 34,092,000 |
|
Loss on disposal of property plant and equipment |
|
| — |
|
| 299,000 |
|
|
| — |
|
| 299,000 |
|
(Benefit from) provision for allowance for doubtful accounts and contract assets |
|
| (87,000 | ) |
| 418,000 |
|
|
| (542,000 | ) |
| 17,861,000 |
|
Provision for excess and obsolete inventory |
|
| 858,000 |
|
| 988,000 |
|
|
| 995,000 |
|
| 13,534,000 |
|
Deferred income tax benefit |
|
| (254,000 | ) |
| (327,000 | ) |
|
| (586,000 | ) |
| (493,000 | ) |
Impairment of long-lived assets, including goodwill |
|
| — |
|
| — |
|
|
| — |
|
| 79,555,000 |
|
Changes in assets and liabilities, net of effects of divestitures: |
|
|
|
|
|
|
|
| ||||||
Accounts receivable |
|
| 12,491,000 |
|
| 13,249,000 |
|
|
| 17,508,000 |
|
| 10,537,000 |
|
Inventories |
|
| 982,000 |
|
| (585,000 | ) |
|
| 1,955,000 |
|
| (1,799,000 | ) |
Prepaid expenses and other current assets |
|
| (23,000 | ) |
| 1,150,000 |
|
|
| 925,000 |
|
| 155,000 |
|
Other assets |
|
| 277,000 |
|
| (156,000 | ) |
|
| 286,000 |
|
| (1,252,000 | ) |
Accounts payable |
|
| (2,521,000 | ) |
| (324,000 | ) |
|
| (3,064,000 | ) |
| 1,386,000 |
|
Accrued expenses and other current liabilities |
|
| (7,758,000 | ) |
| (3,427,000 | ) |
|
| (3,449,000 | ) |
| (8,314,000 | ) |
Contract liabilities |
|
| (2,460,000 | ) |
| (5,218,000 | ) |
|
| (6,369,000 | ) |
| (1,000,000 | ) |
Other liabilities, non-current |
|
| 711,000 |
|
| 80,000 |
|
|
| 796,000 |
|
| 185,000 |
|
Interest payable |
|
| 47,000 |
|
| 90,000 |
|
|
| 32,000 |
|
| (431,000 | ) |
Income taxes payable |
|
| (95,000 | ) |
| (1,237,000 | ) |
|
| 552,000 |
|
| 1,235,000 |
|
Net cash provided by (used in) operating activities |
|
| 4,870,000 |
|
| (234,000 | ) |
|
| 12,946,000 |
|
| (22,040,000 | ) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
| ||||||
Purchases of property, plant and equipment |
|
| (4,428,000 | ) |
| (1,653,000 | ) |
|
| (7,684,000 | ) |
| (4,068,000 | ) |
Net cash used in investing activities |
|
| (4,428,000 | ) |
| (1,653,000 | ) |
|
| (7,684,000 | ) |
| (4,068,000 | ) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
| ||||||
Proceeds from subordinated credit facility |
|
| — |
|
| — |
|
|
| — |
|
| 25,000,000 |
|
Payments under revolving loan |
|
| (10,000,000 | ) |
| — |
|
|
| (10,000,000 | ) |
| — |
|
Repayment of term loan |
|
| (1,012,000 | ) |
| — |
|
|
| (2,025,000 | ) |
| — |
|
Proceeds from issuance of employee stock purchase plan shares |
|
| 24,000 |
|
| 45,000 |
|
|
| 46,000 |
|
| 83,000 |
|
Payment of deferred financing costs |
|
| — |
|
| (401,000 | ) |
|
| — |
|
| (3,158,000 | ) |
Remittance of employees’ statutory tax withholding for stock awards |
|
| (259,000 | ) |
| (515,000 | ) |
|
| (448,000 | ) |
| (1,181,000 | ) |
Payment of shelf registration costs |
|
| — |
|
| (76,000 | ) |
|
| — |
|
| (170,000 | ) |
Cash dividends paid on common stock |
|
| (4,000 | ) |
| (118,000 | ) |
|
| (28,000 | ) |
| (157,000 | ) |
Payment of convertible preferred stock issuance costs |
|
| — |
|
| (26,000 | ) |
|
| — |
|
| (76,000 | ) |
Net cash (used in) provided by financing activities |
|
| (11,251,000 | ) |
| (1,091,000 | ) |
|
| (12,455,000 | ) |
| 20,341,000 |
|
Net decrease in cash and cash equivalents |
|
| (10,809,000 | ) |
| (2,978,000 | ) |
|
| (7,193,000 | ) |
| (5,767,000 | ) |
Cash and cash equivalents at beginning of period |
|
| 43,635,000 |
|
| 29,644,000 |
|
|
| 40,019,000 |
|
| 32,433,000 |
|
Cash and cash equivalents at end of period |
| $ | 32,826,000 |
|
| 26,666,000 |
|
| $ | 32,826,000 |
|
| 26,666,000 |
|
|
|
|
|
|
|
|
|
| ||||||
Use of Non-GAAP Financial Measures
To provide investors with additional information regarding the Company’s financial results, this release contains “Non-GAAP financial measures” under the rules of the
| Three months ended |
| Six months ended |
| Fiscal Year | ||||||||||||||
| 2026 |
| 2025 |
| 2026 |
| 2025 |
| 2025 | ||||||||||
Reconciliation of GAAP Operating loss to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
| ||||||||||
Operating loss | $ | (1,236,000 | ) |
| $ | (10,257,000 | ) |
| $ | (3,993,000 | ) |
| $ | (139,427,000 | ) |
| $ | (139,098,000 | ) |
Amortization of intangibles |
| 5,043,000 |
|
|
| 5,043,000 |
|
|
| 10,087,000 |
|
|
| 11,636,000 |
|
|
| 21,723,000 |
|
Amortization of stock-based compensation |
| 412,000 |
|
|
| 1,170,000 |
|
|
| 1,539,000 |
|
|
| 1,325,000 |
|
|
| 3,120,000 |
|
Impairment of long-lived assets, including goodwill |
| — |
|
|
| — |
|
|
| — |
|
|
| 79,555,000 |
|
|
| 79,555,000 |
|
Amortization of cost to fulfill assets |
| — |
|
|
| — |
|
|
| — |
|
|
| 261,000 |
|
|
| 261,000 |
|
Depreciation |
| 2,965,000 |
|
|
| 2,779,000 |
|
|
| 5,965,000 |
|
|
| 5,674,000 |
|
|
| 11,798,000 |
|
Restructuring costs |
| 1,642,000 |
|
|
| 3,400,000 |
|
|
| 4,083,000 |
|
|
| 9,884,000 |
|
|
| 15,585,000 |
|
CEO transition costs |
| 305,000 |
|
|
| (331,000 | ) |
|
| 1,056,000 |
|
|
| 267,000 |
|
|
| 2,117,000 |
|
Proxy solicitation costs |
| — |
|
|
| 1,099,000 |
|
|
| — |
|
|
| 2,682,000 |
|
|
| 2,682,000 |
|
Strategic emerging technology costs |
| — |
|
|
| — |
|
|
| — |
|
|
| 280,000 |
|
|
| 280,000 |
|
Adjusted EBITDA | $ | 9,131,000 |
|
| $ | 2,903,000 |
|
| $ | 18,737,000 |
|
| $ | (27,863,000 | ) |
| $ | (1,977,000 | ) |
Reconciliations of GAAP consolidated results to the corresponding Non-GAAP measures are shown in the tables below (numbers and per share amounts in the tables may not foot due to rounding). Non-GAAP results reflect Non-GAAP provisions for (benefits from) income taxes based on year-to-date results, as adjusted for the Non-GAAP reconciling items included in the tables below. The Company evaluates its Non-GAAP effective income tax rate on an ongoing basis, and it can change from time to time. The Company’s Non-GAAP effective income tax rate can differ materially from its GAAP effective income tax rate.
| |||||||||||||||||||||||
| Three months ended |
| Six months ended | ||||||||||||||||||||
| Operating |
| Net Loss |
| Net Loss |
| Operating |
| Net Loss |
| Net Loss | ||||||||||||
Reconciliation of GAAP to Non-GAAP Earnings: |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
GAAP measures, as reported | $ | (1,236,000 | ) |
| $ | (20,160,000 | ) |
| $ | (0.68 | ) |
| $ | (3,993,000 | ) |
| $ | (39,942,000 | ) |
| $ | (1.34 | ) |
Adjustments to reflect redemption value of convertible preferred stock |
| — |
|
|
| 6,525,000 |
|
|
| 0.22 |
|
|
| — |
|
|
| 10,428,000 |
|
|
| 0.35 |
|
Change in fair value of convertible preferred stock purchase option liability |
| — |
|
|
| 1,366,000 |
|
|
| 0.05 |
|
|
| — |
|
|
| 2,716,000 |
|
|
| 0.09 |
|
Amortization of intangibles |
| 5,043,000 |
|
|
| 4,806,000 |
|
|
| 0.16 |
|
|
| 10,087,000 |
|
|
| 9,612,000 |
|
|
| 0.32 |
|
Amortization of stock-based compensation |
| 412,000 |
|
|
| 412,000 |
|
|
| 0.01 |
|
|
| 1,539,000 |
|
|
| 1,539,000 |
|
|
| 0.05 |
|
Restructuring costs |
| 1,642,000 |
|
|
| 1,642,000 |
|
|
| 0.06 |
|
|
| 4,083,000 |
|
|
| 4,083,000 |
|
|
| 0.14 |
|
CEO transition costs |
| 305,000 |
|
|
| 305,000 |
|
|
| 0.01 |
|
|
| 1,056,000 |
|
|
| 1,056,000 |
|
|
| 0.04 |
|
Net discrete tax expense |
| — |
|
|
| (287,000 | ) |
|
| (0.01 | ) |
|
| — |
|
|
| (243,000 | ) |
|
| (0.01 | ) |
Non-GAAP measures | $ | 6,166,000 |
|
| $ | (5,391,000 | ) |
| $ | (0.18 | ) |
| $ | 12,772,000 |
|
| $ | (10,751,000 | ) |
| $ | (0.36 | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| |||||||||||||||||||||||
| Three months ended |
| Six months ended | ||||||||||||||||||||
| Operating |
| Net Loss |
| Net Loss |
| Operating |
| Net Loss |
| Net Loss | ||||||||||||
Reconciliation of GAAP to Non-GAAP Earnings: |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
GAAP measures, as reported | $ | (10,257,000 | ) |
| $ | (22,356,000 | ) |
| $ | (0.76 | ) |
| $ | (139,427,000 | ) |
| $ | (178,218,000 | ) |
| $ | (6.06 | ) |
Adjustments to reflect redemption value of convertible preferred stock |
| — |
|
|
| (26,383,000 | ) |
|
| (0.90 | ) |
|
| — |
|
|
| 32,251,000 |
|
|
| 1.10 |
|
Change in fair value of convertible preferred stock purchase option liability | — |
|
| 28,568,000 |
|
| 0.98 |
|
| — |
|
| 34,092,000 |
|
| 1.16 |
| ||||||
Gain on extinguishment of convertible preferred stock |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (51,179,000 | ) |
|
| (1.74 | ) |
Impairment of long-lived assets, including goodwill |
|
|
|
|
|
|
| 79,555,000 |
|
|
| 79,555,000 |
|
|
| 2.71 |
| ||||||
Amortization of intangibles |
| 5,043,000 |
|
|
| 4,806,000 |
|
|
| 0.16 |
|
|
| 11,636,000 |
|
|
| 11,161,000 |
|
|
| 0.38 |
|
Restructuring costs |
| 3,400,000 |
|
|
| 3,222,000 |
|
|
| 0.11 |
|
|
| 9,884,000 |
|
|
| 9,458,000 |
|
|
| 0.31 |
|
Amortization of stock-based compensation |
| 1,170,000 |
|
|
| 1,076,000 |
|
|
| 0.04 |
|
|
| 1,325,000 |
|
|
| 1,206,000 |
|
|
| 0.04 |
|
CEO transition costs |
| (331,000 | ) |
|
| (308,000 | ) |
|
| (0.01 | ) |
|
| 267,000 |
|
|
| 259,000 |
|
|
| 0.01 |
|
Proxy solicitation costs |
| 1,099,000 |
|
|
| 1,022,000 |
|
|
| 0.03 |
|
|
| 2,682,000 |
|
|
| 2,523,000 |
|
|
| 0.09 |
|
Strategic emerging technology costs |
| — |
|
|
| — |
|
|
| — |
|
|
| 280,000 |
|
|
| 266,000 |
|
|
| 0.01 |
|
Amortization of cost to fulfill assets |
| — |
|
|
| — |
|
|
| — |
|
|
| 261,000 |
|
|
| 261,000 |
|
|
| 0.01 |
|
Net discrete tax expense |
| — |
|
|
| 72,000 |
|
|
| — |
|
|
| — |
|
|
| 102,000 |
|
|
| — |
|
Non-GAAP measures | $ | 124,000 |
|
| $ | (10,281,000 | ) |
| $ | (0.35 | ) |
| $ | (33,537,000 | ) |
| $ | (58,263,000 | ) |
| $ | (1.98 | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| Fiscal Year 2025 |
|
|
|
|
|
| ||||||||||||||||
| Operating |
| Net Loss |
| Net Loss |
|
|
|
|
|
| ||||||||||||
Reconciliation of GAAP to Non-GAAP Earnings: |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
GAAP measures, as reported | $ | (139,098,000 | ) |
| $ | (204,251,000 | ) |
| $ | (6.95 | ) |
|
|
|
|
|
| ||||||
Adjustments to reflect redemption value of convertible preferred stock |
| — |
|
|
| 100,128,000 |
|
|
| 3.40 |
|
|
|
|
|
|
| ||||||
Gain on extinguishment of convertible preferred stock |
| — |
|
|
| (51,179,000 | ) |
|
| (1.74 | ) |
|
|
|
|
|
| ||||||
Change in fair value of warrants and derivatives |
| — |
|
|
| (38,498,000 | ) |
|
| (1.32 | ) |
|
|
|
|
|
| ||||||
Impairment of long-lived assets, including goodwill |
| 79,555,000 |
|
|
| 79,555,000 |
|
|
| 2.71 |
|
|
|
|
|
|
| ||||||
Amortization of intangibles |
| 21,723,000 |
|
|
| 20,774,000 |
|
|
| 0.71 |
|
|
|
|
|
|
| ||||||
Restructuring costs |
| 15,585,000 |
|
|
| 14,860,000 |
|
|
| 0.51 |
|
|
|
|
|
|
| ||||||
Proxy solicitation costs |
| 2,682,000 |
|
|
| 2,545,000 |
|
|
| 0.09 |
|
|
|
|
|
|
| ||||||
Amortization of stock-based compensation |
| 3,120,000 |
|
|
| 3,120,000 |
|
|
| 0.11 |
|
|
|
|
|
|
| ||||||
CEO transition costs |
| 2,117,000 |
|
|
| 2,009,000 |
|
|
| 0.07 |
|
|
|
|
|
|
| ||||||
Strategic emerging technology costs |
| 280,000 |
|
|
| 266,000 |
|
|
| 0.01 |
|
|
|
|
|
|
| ||||||
Amortization of cost to fulfill assets |
| 261,000 |
|
|
| 261,000 |
|
|
| 0.01 |
|
|
|
|
|
|
| ||||||
Net discrete tax benefit |
| — |
|
|
| (348,000 | ) |
|
| (0.01 | ) |
|
|
|
|
|
| ||||||
Non-GAAP measures | $ | (13,775,000 | ) |
| $ | (70,758,000 | ) |
| $ | (2.41 | ) |
|
|
|
|
|
| ||||||
* Per share amounts may not foot due to rounding. | |||||||||||||||||||||||
View source version on businesswire.com: https://www.businesswire.com/news/home/20260316411605/en/
Investor Relations Contact
631-962-7115
Maria.Ceriello@comtech.com
Media Contacts
480-532-2523
Jamie.Clegg@comtech.com
comtech@longacresquare.com
Source: