CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this Quarterly Report on Form 10-Q contains forward-looking statements, including but not limited to, information relating to our future performance and financial condition, plans and objectives of our management and our assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under our control which may cause our actual results, future performance and financial condition, and achievement of our plans and objectives to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, among other things: the risk that the acquisitions of Gilat Satellite Networks Ltd. ("Gilat") and UHP Networks Inc. and its sister company (together, "UHP") may not be consummated for reasons including that the conditions precedent to the completion of these acquisitions may not be satisfied or the occurrence of any event, change or circumstance could give rise to the termination of the agreements; the risk that the regulatory approvals will not be obtained; the possibility that the expected synergies from recent or pending acquisitions will not be fully realized, or will not be realized within the anticipated time periods; the risk that acquired businesses will not be integrated with Comtech successfully; the possibility of disruption from recent or pending acquisitions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that Comtech will be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins; the nature and timing of our receipt of, and our performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements, including the risks associated with expanding sales of Comtech's HeightsTM Network Platform ("HEIGHTS"); changing customer demands and or procurement strategies; changes in prevailing economic and political conditions; changes in the price of oil in global markets; changes in foreign currency exchange rates; risks associated with Comtech's legal proceedings, customer claims for indemnification, and other similar matters; risks associated with our obligations under our Credit Facility; risks associated with our large contracts; risks associated with the COVID-19 pandemic; and other factors described in this and our other filings with the Securities and Exchange Commission ("SEC").

OVERVIEW

We are a leading provider of advanced communications solutions for both commercial and government customers worldwide. Our solutions fulfill our customers' needs for secure wireless communications in some of the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial.

We manage our business through two reportable operating segments:



•         Commercial Solutions - offers satellite ground station technologies
          (such as modems and amplifiers) and public safety and location
          technologies (such as 911 call routing and mapping solutions) to
          commercial customers and smaller government customers, such as state
          and local governments. This segment also serves certain large
          government customers (including the U.S. government) that have
          requirements for off-the-shelf commercial equipment.



•         Government Solutions - provides mission-critical technologies (such as
          tactical satellite-based networks and ongoing support for complicated
          communication networks) and high-performance transmission technologies
          (such as troposcatter systems and solid-state, high-power amplifiers)
          to large government end-users (including those of foreign countries),
          large international customers and domestic prime contractors.



                                       36

--------------------------------------------------------------------------------

Index

In fiscal 2020, we rebranded our operating segment product groups to better align with our end markets. Prior descriptions of these product lines were updated to reflect such changes.

Our Quarterly Financial Information Quarterly and period-to-period sales and operating results may be significantly affected by either short-term or long-term contracts with our customers. In addition, our gross profit is affected by a variety of factors, including the mix of products, systems and services sold, production efficiencies, estimates of warranty expense, price competition and general economic conditions. Our gross profit may also be affected by the impact of any cumulative adjustments to contracts that are accounted for over time.

Our contracts with the U.S. government can be terminated for convenience by it at any time and orders are subject to unpredictable funding, deployment and technology decisions by the U.S. government. Some of these contracts are indefinite delivery/indefinite quantity ("IDIQ") contracts and, as such, the U.S. government is not obligated to purchase any equipment or services under these contracts. We have, in the past, experienced and we continue to expect significant fluctuations in sales and operating results from quarter-to-quarter and period-to-period. As such, comparisons between periods and our current results may not be indicative of a trend or future performance.

CRITICAL ACCOUNTING POLICIES

We consider certain accounting policies to be critical due to the estimation process involved in each.

Revenue Recognition. In accordance with FASB ASC 606 - Revenue from Contracts with Customers ("ASC 606"), we record revenue in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. Under ASC 606, we follow a five-step model to: (1) identify the contract with our customer; (2) identify our performance obligations in our contract; (3) determine the transaction price for our contract; (4) allocate the transaction price to our performance obligations; and (5) recognize revenue using one of the following two methods:



•      Over time - We recognize revenue using the over time method when there is
       a continuous transfer of control to the customer over the contractual
       period of performance. This generally occurs when we enter into a
       long-term contract relating to the design, development or manufacture of
       complex equipment or technology platforms to a buyer's specification (or
       to provide services related to the performance of such contracts).
       Continuous transfer of control is typically supported by contract clauses
       which allow our customers to unilaterally terminate a contract for
       convenience, pay for costs incurred plus a reasonable profit and take
       control of work-in-process. Revenue recognized over time is generally
       based on the extent of progress toward completion of the related
       performance obligations. The selection of the method to measure progress
       requires judgment and is based on the nature of the products or services
       provided. In certain instances, typically for firm fixed-price contracts,
       we use the cost-to-cost measure because it best depicts the transfer of
       control to the customer which occurs as we incur costs on our contracts.
       Under the cost-to-cost measure, the extent of progress toward completion
       is measured based on the ratio of costs incurred to date to the total
       estimated costs at completion, including warranty costs. Revenues,
       including estimated fees or profits, are recorded proportionally as costs
       are incurred. Costs to fulfill generally include direct labor, materials,
       subcontractor costs, other direct costs and an allocation of indirect
       costs. When these contracts are modified, the additional goods or services
       are generally not distinct from those already provided. As a result, these
       modifications form part of an existing contract and we must update the
       transaction price and our measure of progress for the single performance
       obligation and recognize a cumulative catch-up to revenue and gross
       profits.


For over time contracts using a cost-to-cost measure of progress, we have an estimate at completion ("EAC") process in which management reviews the progress and execution of our performance obligations. This EAC process requires management judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for schedule and technical issues. Since certain contracts extend over a long period of time, the impact of revisions in revenue and or cost estimates during the progress of work may impact current period earnings through a cumulative adjustment. Additionally, if the EAC process indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract revenue and cost estimates for significant contracts are generally reviewed and reassessed at least quarterly.




                                       37

--------------------------------------------------------------------------------

Index

The cost-to-cost method is principally used to account for contracts in our mission-critical technologies and high-performance transmission technologies product lines and, to a lesser extent, certain location-based and messaging infrastructure contracts in our public safety and location technologies product line. For service-based contracts in our public safety and location technologies product line, we recognize revenue over time. These services are typically recognized as a series of services performed over the contract term using the straight-line method, or based on our customers' actual usage of the networks and platforms which we provide.

• Point in time - When a performance obligation is not satisfied over time,


       we must record revenue using the point in time accounting method which
       generally results in revenue being recognized upon shipment or delivery of
       a promised good or service to a customer. This generally occurs when we
       enter into short-term contracts or purchase orders where items are
       provided to customers with relatively quick turn-around times.
       Modifications to such contracts and or purchase orders, which typically
       provide for additional quantities or services, are accounted for as a new
       contract because the pricing for these additional quantities or services
       are based on standalone selling prices.


Point in time accounting is principally applied to contracts in our satellite ground station technologies product line (which includes satellite modems, solid-state and traveling wave tube amplifiers) and certain contracts for our solid-state, high-power amplifiers in our high-performance transmission technologies product line. Point in time accounting is also applied to certain contracts in our mission-critical technologies product line. The contracts related to these product lines do not meet the requirements for over time revenue recognition because our customers cannot utilize the equipment for its intended purpose during any phase of our manufacturing process; customers do not simultaneously receive and or consume the benefits provided by our performance; customers do not control the asset (i.e., prior to delivery, customers cannot direct the use of the asset, sell or exchange the equipment, etc.); and, although many of our contracts have termination for convenience clauses and or an enforceable right to payment for performance completed to date, our performance creates an asset with an alternative use through the point of delivery.

In determining that our equipment has alternative use, we considered the underlying manufacturing process for our products. In the early phases of manufacturing, raw materials and work in process (including subassemblies) consist of common parts that are highly fungible among many different types of products and customer applications. Finished products are either configured to our standard configuration or based on our customers' specifications. Finished products, whether built to our standard specification or to a customers' specification, can be sold to a variety of customers and across many different end use applications with minimal rework, if needed, and without incurring a significant economic loss.

When identifying a contract with our customer, we consider when it has approval and commitment from both parties, if the rights of the parties are identified, if the payment terms are identified, if it has commercial substance and if collectability is probable.

When identifying performance obligations, we consider whether there are multiple promises and how to account for them. In our contracts, multiple promises are separated if they are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or comprise a series of distinct services performed over time, they are combined into a single performance obligation. In some cases, we may also provide the customer with an additional service-type warranty, which we recognize as a separate performance obligation. Service-type warranties do not represent a significant portion of our consolidated net sales. When service-type warranties represent a separate performance obligation, the revenue is deferred and recognized ratably over the extended warranty period. Our contracts, from time-to-time, may also include options for additional goods and services. To date, these options have not represented material rights to the customer as the pricing for them reflects standalone selling prices. As a result, we do not consider options we offer to be performance obligations for which we must allocate a portion of the transaction price. In many cases, we provide assurance-type warranty coverage for some of our products for a period of at least one year from the date of delivery.

When identifying the transaction price, we typically utilize the contract's stated price as a starting point. The transaction price in certain arrangements may include estimated amounts of variable consideration, including award fees, incentive fees or other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved. The estimation of this variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (e.g., historical, current and forecasted) that is reasonably available to us.




                                       38

--------------------------------------------------------------------------------

Index

When allocating the contract's transaction price, we consider each distinct performance obligation. For contracts with multiple performance obligations, we allocate the contract's transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives and internally approved pricing guidelines related to the performance obligations.

Almost all of our contracts with customers are denominated in U.S. dollars and typically are either firm fixed-price or cost reimbursable type contracts (including fixed-fee, incentive-fee and time-and-material type contracts). In almost all of our contracts with customers, we are the principal in the arrangement and report revenue on a gross basis. Transaction prices for contracts with U.S. domestic and international customers are usually based on specific negotiations with each customer and in the case of the U.S. government, sometimes based on estimated or actual costs of providing the goods or services in accordance with applicable regulations.

The timing of revenue recognition, billings and collections results in receivables, unbilled receivables and contract liabilities on our Condensed Consolidated Balance Sheet. Under typical payment terms for our contracts accounted for over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly) or upon achievement of contractual milestones. For certain contracts with provisions that are intended to protect customers in the event we do not satisfy our performance obligations, billings occur subsequent to revenue recognition, resulting in unbilled receivables. Under ASC 606, unbilled receivables constitute contract assets. On large long-term contracts, and for contracts with international customers that do not do business with us regularly, payment terms typically require advanced payments and deposits. Under ASC 606, payments received from customers in excess of revenue recognized to date results in a contract liability. These contract liabilities are not considered to represent a significant financing component of the contract because we believe these cash advances and deposits are generally used to meet working capital demands which can be higher in the earlier stages of a contract. Also, advanced payments and deposits provide us with some measure of assurance that the customer will perform on its obligations under the contract. Under the typical payment terms for our contracts accounted for at a point in time, costs are accumulated in inventory until the time of billing, which generally coincides with revenue recognition.

We recognize the incremental costs to obtain or fulfill a contract as an expense when incurred if the amortization period of the asset is one year or less. Incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material.

As commissions payable to our internal sales and marketing employees or contractors are contingent upon multiple factors, such commissions are not considered direct costs to obtain or fulfill a contract with a customer and are expensed as incurred in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. As for commissions payable to our third-party sales representatives related to large long-term contracts, we do consider these types of commissions both direct and incremental costs to obtain and fulfill such contracts. Therefore, such types of commissions are included in total estimated costs at completion for such contracts and expensed over time through cost of sales on our Condensed Consolidated Statements of Operations.

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the end of a fiscal period. Remaining performance obligations, which we refer to as backlog, exclude unexercised contract options and potential orders under indefinite delivery / indefinite quantity ("IDIQ") contracts.

Impairment of Goodwill and Other Intangible Assets. As of April 30, 2020, total goodwill recorded on our Condensed Consolidated Balance Sheet aggregated $335.5 million (of which $255.4 million relates to our Commercial Solutions segment and $80.1 million relates to our Government Solutions segment). Additionally, as of April 30, 2020, net intangibles recorded on our Condensed Consolidated Balance Sheet aggregated $260.2 million (of which $212.4 million relates to our Commercial Solutions segment and $47.8 million relates to our Government Solutions segment). Each of our two operating segments constitutes a reporting unit and we must make various assumptions in determining their estimated fair values.

In accordance with FASB ASC 350 "Intangibles - Goodwill and Other," we perform a goodwill impairment analysis at least annually (in the first quarter of each fiscal year), unless indicators of impairment exist in interim periods. If we fail the quantitative assessment of goodwill impairment ("quantitative assessment"), we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.




                                       39

--------------------------------------------------------------------------------

Index

On August 1, 2019 (the first day of our fiscal 2020), we performed our annual quantitative assessment using market participant assumptions to determine if the fair value of each of our reporting units with goodwill exceeded its carrying value. In making this assessment, we considered, among other things, expectations of projected net sales and cash flows, assumptions impacting the weighted average cost of capital, trends in trading multiples of comparable companies, changes in our stock price and changes in the carrying values of our reporting units with goodwill. We also considered overall business conditions.

In performing the quantitative assessment, we estimated the fair value of each of our reporting units using a combination of the income and market approaches. The income approach, also known as the discounted cash flow ("DCF") method, utilizes the present value of cash flows to estimate fair value. The future cash flows for our reporting units were projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). For purposes of conducting our impairment analysis, we assumed revenue growth rates and cash flow projections that are below our actual long-term expectations. The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period, which reflects our estimate of stable, perpetual growth. We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. Finally, we compared our estimates of fair values to our August 1, 2019 total public market capitalization and assessed implied control premiums based on our common stock price of $29.54 as of August 1, 2019.

Based on our quantitative evaluation, we determined that our Commercial Solutions and Government Solutions reporting units had estimated fair values in excess of their carrying values of at least 29.0% and 122.2%, respectively, and concluded that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment.

As of April 30, 2020, we considered both the potential short-term and long-term effects of the COVID-19 pandemic on our two reporting units with goodwill and whether such effects made it more-likely-than-not (i.e., a greater than 50.0% probability) that the fair values of our reporting units with goodwill would fall below their carrying values. Based upon our analysis, we have determined that none of our goodwill has been impaired as of April 30, 2020.

However, it is possible that, during the remainder of fiscal 2020 or beyond, business conditions (both in the U.S. and internationally) could deteriorate from the current state, our current or prospective customers could materially postpone, reduce or even forgo purchases of our products and services to a greater extent than we currently anticipate, or our common stock price could decline further. Such deterioration could be caused by uncertainty about the severity and length of the COVID-19 pandemic, and its impact on global business activity.

A significant decline in our customers' spending that is greater than we anticipate or a shift in funding priorities may also have a negative effect on future orders, sales, income and cash flows and we might be required to perform a quantitative assessment during the remainder of fiscal 2020 or beyond. If assumed net sales and cash flow projections are not achieved in future periods or our common stock price significantly declines from current levels, our Commercial Solutions and Government Solutions reporting units could be at risk of failing the quantitative assessment and goodwill and intangibles assigned to the respective reporting units could be impaired.

In any event, we are required to perform the next annual goodwill impairment analysis on August 1, 2020 (the start of our fiscal 2021). If our assumptions and related estimates change in the future, or if we change our reporting unit structure or other events and circumstances change (e.g., a sustained decrease in the price of our common stock (considered on both absolute terms and relative to peers)), we may be required to record impairment charges when we perform these tests, or in other future periods. In addition to our impairment analysis of goodwill, we also review net intangible assets with finite lives when an event occurs indicating the potential for impairment. We believe that the carrying values of our net intangible assets were recoverable as of April 30, 2020. Any impairment charges that we may record in the future could be material to our results of operations and financial condition.




                                       40

--------------------------------------------------------------------------------

Index

Provision for Warranty Obligations. We provide warranty coverage for most of our products, including products under long-term contracts, for a period of at least one year from the date of shipment. We record a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Costs associated with some of our warranties that are provided under long-term contracts are incorporated into our estimates of total contract costs. There exist inherent risks and uncertainties in estimating warranty expenses, particularly on larger or longer-term contracts. If we do not accurately estimate our warranty costs, any changes to our original estimates could be material to our results of operations and financial condition.

Accounting for Income Taxes. Our deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and applying enacted tax rates expected to be in effect for the year in which we expect the differences to reverse. Our provision for income taxes is based on domestic (including federal and state) and international statutory income tax rates in the tax jurisdictions where we operate, permanent differences between financial reporting and tax reporting and available credits and incentives. We recognize potential interest and penalties related to uncertain tax positions in income tax expense. The U.S. federal government is our most significant income tax jurisdiction.

Significant judgment is required in determining income tax provisions and tax positions. We may be challenged upon review by the applicable taxing authority and positions taken by us may not be sustained. We recognize all or a portion of the benefit of income tax positions only when we have made a determination that it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position and other factors. For tax positions that are determined as more likely than not to be sustained upon examination, the tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The development of valuation allowances for deferred tax assets and reserves for income tax positions requires consideration of timing and judgments about future taxable income, tax issues and potential outcomes, and are subjective critical estimates. A portion of our deferred tax assets consist of federal research and experimentation tax credit carryforwards, most of which was acquired in connection with our acquisition of TCS. No valuation allowance has been established on these deferred tax assets based on our evaluation that our ability to realize such assets has met the criteria of "more likely than not." We continuously evaluate additional facts representing positive and negative evidence in determining our ability to realize these deferred tax assets. In certain circumstances, the ultimate outcome of exposures and risks involves significant uncertainties. If actual outcomes differ materially from these estimates, they could have a material impact on our results of operations and financial condition.

Our federal income tax returns for fiscal 2017 through 2019 are subject to potential future Internal Revenue Service ("IRS") audit. None of our state income tax returns prior to fiscal 2015 are subject to audit. None of TCS's state income tax returns prior to calendar year 2015 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition.

Research and Development Costs. We generally expense all research and development costs. Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other personnel-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Costs incurred internally in researching and developing software to be sold are charged to expense until technological feasibility has been established for the software. Judgment is required in determining when technological feasibility of a product is established. Technological feasibility for our advanced communication software solutions is generally reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to customers and when we are able to validate the marketability of such product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. To date, capitalized internally developed software costs were not material.

Provisions for Excess and Obsolete Inventory. We record a provision for excess and obsolete inventory based on historical and projected usage trends. Other factors may also influence our provision, including decisions to exit a product line, technological change and new product development. These factors could result in a change in the amount of excess and obsolete inventory on hand. Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if we determine that our inventory was overvalued, we would be required to recognize such costs in our financial statements at the time of such determination. Any such charge could be material to our results of operations and financial condition.




                                       41

--------------------------------------------------------------------------------

Index

Allowance for Doubtful Accounts. We perform credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness, as determined by our review of our customers' current credit information. Generally, we will require cash in advance or payment secured by irrevocable letters of credit before an order is accepted from an international customer that we do not do business with regularly. In addition, we seek to obtain insurance for certain domestic and international customers. We monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon our historical experience and any specific customer collection issues that we have identified. In light of ongoing tight credit market conditions, we continue to see requests from our customers for higher credit limits and longer payment terms. Because of our strong cash position and the nominal amount of interest we are earning on our cash and cash equivalents, we have, on a limited basis, approved certain customer requests. We continue to monitor our accounts receivable credit portfolio. To-date, there has been no material changes in our credit portfolio as a result of the COVID-19 pandemic and related worldwide restrictions on business activities.

Although our overall credit losses have historically been within the allowances we established, we cannot accurately predict our future credit loss experience, given the current poor business environment. Measurement of credit losses requires consideration of historical loss experience, including the need to adjust for changing business conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the financial health of specific customers. Future changes to the estimated allowance for doubtful accounts could be material to our results of operations and financial condition.

Business Outlook for Fiscal 2020

The third quarter of fiscal 2020 was challenging. Running from February 1 through April 30, 2020, our third fiscal quarter corresponded precisely with the period in which worldwide restrictions on business activities were in force due to the coronavirus disease 2019 ("COVID-19"). The overall business impact of COVID-19 largely resulted in significant order delays and lower net sales. For the quarter, we generated consolidated:

• Net sales of $135.1 million;




•         An operating loss of $3.1 million (or Non-GAAP operating income of $3.3
          million, excluding $6.0 million of acquisition plan expenses and a $0.5
          million charge related to estimated contract settlement costs) and a
          net loss of $4.0 million (or Non-GAAP net income of $1.2 million,
          excluding acquisition plan expenses of $4.1 million (net of tax), a
          $0.3 million charge related to estimated contract settlement costs (net
          of tax) and a net discrete tax expense of $0.7 million);

• Cash flows from operating activities of $7.7 million; and




•         Adjusted EBITDA (a Non-GAAP financial measure discussed below) of $12.5
          million.

We achieved a consolidated book-to-bill ratio (a measure defined as bookings divided by net sales) of 1.02 and finished the third quarter with consolidated backlog of $640.7 million. Our backlog (sometimes referred to herein as orders or bookings) is more fully defined in our most recent Annual Report on Form 10-K and the total value of multi-year contracts that we have received is substantially higher than our reported backlog. As of April 30, 2020, our cash and cash equivalents were $50.6 million and total debt outstanding under our Credit Facility was $159.4 million.

Other recent developments in our business include:



•         Our Commercial Solutions segment achieved a book-to-bill ratio of 0.73.
          Our satellite ground station technologies product line, which has
          historically required significant in-person meetings to generate new
          business and finalize sales orders, has been most impacted by
          restrictions on business activities. With our recent deployment of new
          video sales channel methods and the partial resumption of businesses
          activities in some places around the world, we believe this product
          line has started to slowly recover. Importantly, we have been awarded
          multiple satellite ground station technology solution contracts to
          support several U.S. Department of Defense ("DoD") end customers, and
          have received initial funding for these critical projects that we
          expect will generate significant revenue for several years. In
          addition, we believe that demand for our 911 public safety and location
          technology solutions remains strong and we are in the process of
          finalizing a number of large multi-year projects. During the quarter,
          we were also awarded a multi-year contract valued at $9.1 million from
          a U.S. tier-one mobile network operator for 5G virtual mobile
          location-based technology solutions, including public safety
          applications. Additionally, we also launched a new product line website
          highlighting our public safety and location-based solutions and secured
          several multi-year contracts valued at more than $15.0 million to
          deploy new call-handling solutions in the Midwest.



                                       42

--------------------------------------------------------------------------------


  Index

•         Our Government Solutions segment achieved a book-to-bill ratio of 1.41.
          Although this segment has experienced order and shipment delays, demand
          for almost all of our mission-critical technologies and
          high-performance transmission technologies remains strong. In
          particular, we continue to provide Very Small Aperture Terminal
          ("VSAT") Satellite Communications Terminals to the U.S. government as
          well as ongoing sustainment services for several critical programs,
          including the SNAP and BFT-1 programs. Also, we continue to support the
          U.S. government's cyber security posture and received large orders for
          its Joint Cyber Analysis Course ("JCAC") training solutions. In June
          2020, we announced COMET - the world's smallest over-the-horizon
          microwave terminal and received an initial order for the U.S. Special
          Operations Command. We are continuing to make significant efforts to
          win multi-year awards for several large new opportunities with the DoD.
          During the quarter, we completed the integration of CGC Technology
          Limited, a leading provider of high precision full motion fixed and
          mobile X/Y satellite tracking antennas based in the United Kingdom,
          into our Government Solutions segment and are now working with several
          top-tier European aerospace companies and other government entities to
          meet expected long-term growth in LEO and MEO satellite constellations.


During the quarter, in response to lower levels of business activity, we implemented a variety of cost saving measures, including reducing global headcount by approximately 10%, reducing salaries, suspending merit increases and eliminating certain discretionary expenses. Severance costs relating to these actions were not material and cost reduction efforts continue. Although we are deemed an essential business by the U.S. government, for the safety of our employees, customers, partners and suppliers, we have implemented remote working arrangements, curtailed most business travel, and established social distancing safeguards at our facilities. We expect that such precautions will remain in effect for as long as government advisories recommend.

Although the COVID-19 pandemic is by no means over and a second wave of COVID-19 could again alter the business landscape, we believe that the pandemic's worst impact on our business is largely behind us. Our long-term fundamentals remain strong as we continue to believe we are well-positioned for growth as business conditions meaningfully improve. Although we have ceased during the current environment to provide specific financial targets for fiscal 2020 and it remains difficult to predict the timing of customer awards and related shipments, we do expect fiscal 2020 fourth quarter consolidated net sales, net income and Adjusted EBITDA to be somewhat better than the results we achieved during the third fiscal quarter. We expect to incur acquisition plan expenses of approximately $3.5 million during the fourth quarter of fiscal 2020.

Our ability to achieve improved results during the fourth quarter will depend, in large part, on timely deliveries and the receipt of, and our performance on, orders from our customers. Fourth quarter results will be negatively impacted if orders and/or deliveries are delayed, business conditions further deteriorate, or our current or prospective customers materially postpone, reduce or even forgo purchases of our products and services.

We continue to be enthusiastic about our efforts on a number of large strategic orders and we are laser focused on positioning the company for a strong fiscal 2021.

On June 3, 2020, our Board of Directors declared a dividend of $0.10 per common share, payable on August 14, 2020 to stockholders of record at the close of business on July 15, 2020. Future dividends remain subject to compliance with financial covenants under our Credit Facility, as amended, as well as Board approval.

Additional information related to our Business Outlook for Fiscal 2020 and a definition and explanation of Adjusted EBITDA is included in the below section "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of the Results of Operations for the Three Months Ended April 30, 2020 and 2019" and "Comparison of the Results of Operations for the Nine Months Ended April 30, 2020 and 2019."

Acquisition Plan Update

In June 2020, we and UHP Networks, Inc. ("UHP"), a leading provider of innovative and disruptive satellite ground station technology solutions, agreed to amend the terms of our agreement for our purchase of UHP, which was originally announced in November 2019. Under the amended purchase agreement, the total aggregate purchase price has been reduced by approximately 24% from $50.0 million to $38.0 million (of which $5.0 million will be paid in cash, with the remainder in shares of our common stock, cash, or a combination of both, as we may elect at the time of closing). The transaction is subject to customary closing conditions, including necessary regulatory approval to allow us to purchase UHP's sister company which is headquartered in Moscow.




                                       43

--------------------------------------------------------------------------------

Index

In January 2020, we entered into an agreement with Gilat Satellite Networks Ltd. ("Gilat") to acquire Gilat by way of a merger of Comtech's newly formed subsidiary with and into Gilat, with Gilat surviving the merger as a wholly-owned subsidiary of Comtech. Pursuant to the agreement, each Gilat ordinary share will be converted into the right to receive consideration of (i) $7.18 in cash, without interest, plus (ii) 0.08425 of a share of Comtech common stock, with cash payable in lieu of fractional shares. During the third quarter of fiscal 2020: (i) the proxy statement/prospectus for the Gilat Extraordinary General Meeting of Shareholders became effective; (ii) the shareholders of Gilat voted at that meeting in favor of the merger; and (iii) the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired. Our acquisition of Gilat remains subject to certain conditions to closing, including regulatory approval in Russia.

In May 2020, we received notification from the Federal Antimonopoly Service of the Russian Federation that it was extending the review period for our application pending a decision under the Foreign Investment Law to determine whether approval is required from the Chairman of the Russian Government Commission for Supervising Foreign Investments.

During the third quarter of fiscal 2020, we closed an acquisition of NG-911, Inc., a pioneer of Next Generation 911 solutions for public safety agencies in the Midwest. The acquisition allows us to cost-effectively expand sales of our industry leading Solacom Guardian call management solutions for public safety. The financial impact of the acquisition was not material.

Other than for acquisition plan expenses, our fourth quarter fiscal 2020 business outlook does not include the impact of the pending acquisitions of UHP or Gilat, or the impact of any other expense we may incur in order to achieve our strategic objectives.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED APRIL 30, 2020 AND 2019

Net Sales. Consolidated net sales were $135.1 million and $170.4 million for the three months ended April 30, 2020 and 2019, respectively, representing a decrease of $35.3 million, or 20.7%. The period-over-period decrease in net sales reflects lower net sales in both our Commercial Solutions and Government Solutions segments. Net sales by operating segment are discussed below.

Commercial Solutions Net sales in our Commercial Solutions segment were $78.3 million for the three months ended April 30, 2020, as compared to $89.6 million for the three months ended April 30, 2019, a decrease of $11.3 million, or 12.6%. Our Commercial Solutions segment represented 58.0% of consolidated net sales for the three months ended April 30, 2020 as compared to 52.6% for the three months ended April 30, 2019. Bookings in our Commercial Solutions segment for the three months ended April 30, 2020 were significantly lower than the bookings we achieved in the three months ended April 30, 2019, as customers curbed spending in response to the uncertain economic environment caused by COVID-19. Our book-to-bill ratio (a measure defined as bookings divided by net sales) for this segment was 0.73. We expect that as a result of COVID-19, fiscal 2020 net sales in this segment will be lower than in fiscal 2019.

Although net sales of our satellite ground station technologies during the three months ended April 30, 2020 were significantly lower than the three months ended April 30, 2019, we are seeing signs that point to the fundamental strength of this business. For example, during our third quarter of fiscal 2020, our HeightsTM networking platform was selected by the world's largest mobile network operator based in China to support the upgrade of its existing mobile backhaul and teleport technologies. We were also awarded a contract valued at $4.7 million for engineering services from a large prime contractor in support of a critical U.S. Air Force and U.S. Army Anti-jam Modem ("A3M") program under the U.S. Space Force's Space and Missile Systems Center ("SMC") agency. The A3M program is intended to provide the U.S. Air Force and U.S. Army with a secure, wideband, anti-jam satellite communications terminal modem for tactical satellite communication operations. The jam-resistant modems will support SMC's Protected Tactical Waveform technology, an anti-jam capability operating on military satellite communication terminals throughout the Wideband Global SATCOM constellation.

Net sales in the three months ended April 30, 2020 of our public safety and location technology solutions were higher as compared to the net sales we achieved in the three months ended April 30, 2019. We believe that demand for our 911 public safety and location technology solutions remains strong. During our third quarter of fiscal 2020, we were awarded a multi-year contract valued at $9.1 million from a U.S. tier-one mobile network operator for 5G virtual mobile location-based technology solutions, including public safety applications. In connection with our third quarter fiscal 2020 acquisition of NG-911, Inc., a pioneer of Next Generation 911 solutions for public safety agencies in the Midwest, we secured several multi-year contracts valued at more than $15.0 million to deploy new call-handling solutions in the region. Although public safety and location technology solutions have long sales cycles and are subject to difficult-to-predict changes in the overall procurement strategies of wireless carrier customers, we believe we are well positioned for continued growth in this market. We have a number of large opportunities pending related to upgrades to next generation 911 systems. Overall market conditions remain favorable and we expect fiscal 2020 net sales for our public safety and location technology solutions to finish ahead of fiscal 2019.




                                       44

--------------------------------------------------------------------------------

Index

Bookings, sales and profitability in our Commercial Solutions segment can fluctuate from period-to-period due to many factors, including changes in the general business environment. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.

Government Solutions Net sales in our Government Solutions segment were $56.8 million for the three months ended April 30, 2020 as compared to $80.8 million for the three months ended April 30, 2019, a decrease of $24.0 million, or 29.7%. Our Government Solutions segment represented 42.0% of consolidated net sales for the three months ended April 30, 2020, as compared to 47.4% for the three months ended April 30, 2019. Period-to-period fluctuations in bookings are normal for this segment, and despite the quarter-over-quarter decline in net sales, as discussed below, our business remains strong and demand for our solutions appears robust.

Our book-to-bill ratio (a measure defined as bookings divided by net sales) in this segment for the third quarter of fiscal 2020 was 1.41. Bookings during the quarter include: (i) $5.6 million of additional orders from the U.S. government for its Joint Cyber Analysis Course ("JCAC") Training solutions; (ii) $6.3 million of initial funding on a $12.6 million contract from a major U.S. subcontractor for the supply of high reliability electrical, electronic and electromechanical ("EEE") space components to be utilized on NASA's Artemis rocket launch program; and (iii) over $6.0 million of additional funding related to sustaining the U.S. Army's Project Manager Mission Command ("PM MC") Blue Force Tracking ("BFT-1") program.

Net sales of our mission-critical technologies during the three months ended April 30, 2020 were significantly lower as compared to the three months ended April 30, 2019, largely due to the timing of and performance on orders related to our: (i) $98.6 million U.S. Army global field support contract; and (ii) satellite tracking antennas and high reliability EEE satellite based space components. During the third quarter of fiscal 2020, we continued to support the U.S. Army's initiatives to modernize its tactical communications infrastructure and are pursuing several related large near-term opportunities in our pipeline. We are also pursuing additional near-term funding and order opportunities related to NASA's Artemis rocket launch program.

Net sales of our high-performance transmission technologies during the three months ended April 30, 2020 were lower than in the three months ended April 30, 2019 as a result of lower net sales of our solid-state, high-power amplifiers and related switching technologies, as well as our over-the-horizon ("OTH") microwave system technologies. Bookings as well as net sales of our OTH microwave system technologies for the quarter were negatively impacted by COVID-19 travel restrictions, mandated facility closures and shelter-in-place orders affecting our customers.

We believe that fiscal 2020 net sales in our Government Solutions segment will be lower than the level we achieved in fiscal 2019, largely due to the timing of and performance on orders related to our $98.6 million U.S. Army global field support contract and fielding and order delays resulting from COVID-19. Bookings, sales and profitability in our Government Solutions segment can fluctuate dramatically from period-to-period due to many factors, including unpredictable funding, deployment and technology decisions by our U.S. and international government customers. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.

Geography and Customer Type Sales by geography and customer type, as a percentage of related sales, for the three months ended April 30, 2020 and 2019 are as follows:


                                        Three months ended April 30,
                     2020           2019         2020           2019       2020      2019
                    Commercial Solutions        Government Solutions        Consolidated
U.S. government        9.2 %         19.2 %       60.3 %         60.8 %    30.7 %    38.9 %
Domestic              65.8 %         53.8 %       16.4 %         13.5 %    45.0 %    34.7 %
Total U.S.            75.0 %         73.0 %       76.7 %         74.3 %    75.7 %    73.6 %

International         25.0 %         27.0 %       23.3 %         25.7 %    24.3 %    26.4 %
Total                100.0 %        100.0 %      100.0 %        100.0 %   100.0 %   100.0 %


Sales to U.S. government customers include sales to the U.S. Department of Defense ("DoD"), intelligence and civilian agencies, as well as sales directly to or through prime contractors.

Domestic sales include sales to commercial customers, as well as to U.S. state and local governments. Except for the U.S. government, there were no customers that represented more than 10.0% of consolidated net sales during the three months ended April 30, 2020 and 2019.



                                       45

--------------------------------------------------------------------------------

Index

International sales for the three months ended April 30, 2020 and 2019 (which include sales to U.S. domestic companies for inclusion in products that are sold to international customers) were $32.8 million and $45.0 million, respectively. Except for the U.S., no individual country (including sales to U.S. domestic companies for inclusion in products that are sold to a foreign country) represented more than 10.0% of consolidated net sales for the three months ended April 30, 2020 and 2019.

Gross Profit. Gross profit was $53.0 million and $64.4 million for the three months ended April 30, 2020 and 2019, respectively. The decrease of $11.4 million primarily reflects the decline in net sales, as discussed above.

Gross profit, as a percentage of consolidated net sales, for the three months ended April 30, 2020 was 39.2% as compared to 37.8% for the three months ended April 30, 2019. This increase was driven by product mix changes as a result of the period-over-period increase in our Commercial Solutions segment's net sales as a percentage of consolidated net sales. The Commercial Solutions segment historically achieves higher gross margins than our Government Solutions segment. Gross profit, as a percentage of related segment net sales, is further discussed below.

Our Commercial Solutions segment's gross profit, as a percentage of related segment net sales, for the three months ended April 30, 2020 decreased in comparison to the three months ended April 30, 2019. The decrease in gross profit percentage in the three months ended April 30, 2020 primarily reflects changes in products and services mix, including significantly lower net sales of our satellite ground station technologies, offset in part by cost reduction actions taken during the quarter.

Our Government Solutions segment's gross profit, as a percentage of related segment net sales, for the three months ended April 30, 2020 increased as compared to the three months ended April 30, 2019. The increase in gross profit percentage primarily reflects a more favorable mix of mission-critical technology solutions in the three months ended April 30, 2020.

Included in consolidated cost of sales for the three months ended April 30, 2020 and 2019 are provisions for excess and obsolete inventory of $0.3 million and $0.7 million, respectively. As discussed in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Provisions for Excess and Obsolete Inventory," we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage trends.

Our consolidated gross profit, as a percentage of consolidated net sales, depends on the volume of sales, sales mix and related gross profit for each segment, and therefore is inherently difficult to forecast.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $32.3 million and $33.4 million for the three months ended April 30, 2020 and 2019, respectively, representing a decrease of $1.1 million, or 3.3%. As a percentage of consolidated net sales, selling, general and administrative expenses were 23.9% and 19.6% for the three months ended April 30, 2020 and 2019, respectively. Our selling, general and administrative expenses for the three months ended April 30, 2020 reflect certain cost reduction actions during the quarter, partially offset by severance costs. Excluding $0.5 million and $2.5 million of estimated contract settlement costs in the three months ended April 30, 2020 and 2019, respectively, our selling, general and administrative expenses for the three months ended April 30, 2020 and 2019 would have been $31.8 million, or 23.6%, and $30.9 million, or 18.1%, respectively, of consolidated net sales. The increase, in dollars, is primarily attributable to the incremental selling, general and administrative expenses of our acquired businesses. The increase, as a percentage of consolidated net sales, is due to lower net sales during the fiscal 2020 quarter.

Amortization of stock-based compensation expense recorded as selling, general and administrative expenses was $0.9 million and $1.0 million in the three months ended April 30, 2020 and 2019, respectively. Amortization of stock-based compensation is not allocated to our two reportable operating segments.

Research and Development Expenses. Research and development expenses were $12.3 million and $13.5 million for the three months ended April 30, 2020 and 2019, respectively, representing a decrease of $1.2 million, or 8.9%. As a percentage of consolidated net sales, research and development expenses were 9.1% and 7.9% for the three months ended April 30, 2020 and 2019, respectively.

For the three months ended April 30, 2020 and 2019, research and development expenses of $10.8 million and $11.6, respectively, related to our Commercial Solutions segment, and $1.4 million and $1.8 million, respectively, related to our Government Solutions segment. The remaining research and development expenses of $0.1 million for both the three months ended April 30, 2020 and 2019, respectively, related to the amortization of stock-based compensation expense.




                                       46

--------------------------------------------------------------------------------

Index

Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During the three months ended April 30, 2020 and 2019, customers reimbursed us $3.1 million and $3.3 million, respectively, which is not reflected in the reported research and development expenses but is included in net sales with the related costs included in cost of sales.

Amortization of Intangibles. Amortization relating to intangible assets with finite lives was $5.5 million (of which $4.3 million was for the Commercial Solutions segment and $1.2 million was for the Government Solutions segment) for the three months ended April 30, 2020 and $4.5 million (of which $3.7 million was for the Commercial Solutions segment and $0.8 million was for the Government Solutions segment) for the three months ended April 30, 2019. The increase of $1.0 million was due to our completed acquisitions.

Our Business Outlook for Fiscal 2020 assumes total annual amortization of intangible assets of approximately $22.0 million. This amount does not include the impact of our pending acquisitions of Gilat and UHP.

Acquisition Plan Expenses. During the three months ended April 30, 2020, we incurred acquisition plan expenses of $6.0 million, primarily related to our pending acquisitions of Gilat and UHP and our recently completed acquisition of CGC. During the three months ended April 30, 2019, we incurred acquisition plan expenses of $1.7 million, which primarily related to our fiscal 2019 acquisitions of Solacom and the GD NG-911 business. These expenses are primarily recorded in our Unallocated segment.

During the fourth quarter of fiscal 2020, we expect to incur approximately $3.5 million of acquisition plan expenses primarily related to our pending acquisitions of Gilat and UHP.

Operating (Loss) Income. Operating loss for the three months ended April 30, 2020 was $3.1 million as compared to operating income of $11.3 million for the three months ended April 30, 2019. Operating income (loss) by reportable segment is shown in the table below:

© Edgar Online, source Glimpses