10-K/A 1 e139779.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2002 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 105 BAYLIS ROAD MELVILLE, NEW YORK 11747 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (631) 777-8900 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR VALUE $.10 PER SHARE SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK PAR VALUE $.10 PER SHARE (TITLE OF CLASS) 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. YES: X NO: --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as quoted on the Nasdaq National Market on October 11, 2002 was approximately $46,547,000. The number of shares of the registrant's common stock outstanding on October 11, 2002 was 7,509,821. DOCUMENTS INCORPORATED BY REFERENCE. None. EXPLANATORY STATEMENT Comtech Telecommunications Corp. (the "Company") hereby amends in its entirety "Item 6. Selected Consolidated Financial Data" of its Annual Report on Form 10-K for the fiscal year ended July 31, 2002, which was filed with the Securities and Exchange Commission (the "Commission") on October 16, 2002 and amended on its Amendment to Annual Report on Form 10-K/A for the fiscal year ended July 31, 2002, which was filed with the Commission on April 4, 2003. The Form 10-K and the Selected Consolidated Financial Data of the Registrant included therein were prepared in accordance with and complied with the rules and regulations of the Commission in effect at the time of the filing of the Form 10-K. However, the Commission recently adopted new paragraph (e) of Item 10 of Regulation S-K concerning the use of non-GAAP measures in Commission filings. This new requirement is applicable to annual and quarterly reports filed under the Securities Exchange Act of 1934, as amended, with respect to fiscal periods ending after March 28, 2003, and annual and quarterly reports for periods prior to the effective time of the new rule if they are incorporated by reference in a registration statement on Form S-3 filed after March 28, 2003. This amendment is being made solely for purposes of conforming the information presented in Item 6 to the requirements of paragraph (e) of Item 10 of Regulation S-K in order to enable the Company to incorporate the Form 10-K in Form S-3 registration statements filed after March 28, 2003. No changes are being made to the Item 6 presented in the Registrant's Annual Report on Form 10-K other than the deletion of the non-GAAP financial information offered under the caption "EBITDA" and in footnote (1). 1 ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA The following table shows selected historical consolidated financial data for the Company. Detailed historical financial information is included in the audited consolidated financial statements for fiscal years 2002 and 2001. 2 YEARS ENDED JULY 31, (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2002 2001 2000 1999 1998 ----------- ---------- ---------- --------- -------- CONSOLIDATED STATEMENT OF OPERATIONS DATA: Net sales $ 119,357 135,931 66,444 37,886 30,114 Cost of sales 78,780 87,327 45,942 26,405 21,330 --------- -------- -------- --------- --------- Gross profit 40,577 48,604 20,502 11,481 8,784 Expenses: Selling, general and administrative 22,512 22,707 12,058 6,554 6,013 Research and development 11,041 10,190 2,644 2,022 1,319 In-process research and development 2,192 - 10,218 - - Amortization of intangibles 1,471 2,552 230 78 - --------- -------- -------- --------- --------- 37,216 35,449 25,150 8,654 7,332 --------- -------- -------- --------- --------- Operating income (loss) 3,361 13,155 (4,648) 2,827 1,452 Other expenses (income): Interest expense 3,061 4,015 381 204 234 Interest income (452) (2,303) (1,511) (65) (36) Other (income) expense, net (28) 841 201 (39) (30) --------- -------- -------- --------- --------- Income (loss) from continuing operations before income taxes 780 10,602 (3,719) 2,727 1,284 Provision (benefit) for income taxes (368) 3,888 85 (3,754) 180 --------- -------- -------- --------- --------- 1,148 6,714 (3,804) 6,481 1,104 Income (loss) from continuing operations Discontinued operations: Loss from operations of discontinued segment (less applicable income tax benefit of $79 in 2000 and $320 in 1999) - - (137) (622) - Loss on disposal of discontinued segment, including provision of $430 for operating losses during phase out period (net of income tax benefit of $306) - - - (594) - --------- -------- -------- --------- --------- Net income (loss) $ 1,148 6,714 (3,941) 5,265 1,104 ========= ======== ======== ======== ========= Basic income (loss) per share: Income (loss) from continuing operations $ 0.15 0.91 (0.67) 1.56 0.28 Loss from discontinued operations - - (0.02) (0.29) - --------- -------- -------- --------- --------- Basic income (loss) $ 0.15 0.91 (0.69) 1.27 0.28 ========= ======== ======== ======== ========= Diluted income (loss) per share: Income (loss) from continuing operations $ 0.15 0.85 (0.67) 1.42 0.27 Loss from discontinued operations - - (0.02) (0.27) - --------- -------- -------- -------- --------- Diluted income (loss) $ 0.15 0.85 (0.69) 1.15 0.27 ========= ======== ======== ======== ========= Weighted average number of common shares outstanding - Basic 7,461 7,348 5,663 4,143 3,902 Potential dilutive common shares 344 562 - 430 264 --------- --------- --------- -------- --------- Weighted average number of common and common equivalent shares outstanding assuming dilution - Diluted 7,805 7,910 5,663 4,573 4,166 ========= ========== ========= ========= ========= (Continued) 3 OTHER CONSOLIDATED OPERATING DATA: Backlog at period-end $ 44,121 50,094 50,538 38,637 15,452 New orders 113,384 135,487 78,345 61,071 30,842 Research and development-internal and customer funded 13,070 11,846 6,916 3,801 1,675 AS OF JULY 31, (IN THOUSANDS) 2002 2001 2000 1999 1998 ----------- ---------- ---------- --------- -------- Consolidated Balance Sheet Data: Total assets $ 126,586 146,988 126,031 29,847 19,710 Working capital 51,577 67,089 65,267 10,192 8,917 Long-term debt 28,683 42,000 37,900 - - Long-term capital lease obligations 1,294 2,157 908 959 1,445 Other long-term liabilities 58 259 367 - - Stockholders' equity 67,288 65,565 57,782 18,357 12,093 4 SIGNATURE Pursuant to the requirements of Section 13 or 15 (d) of the Securities and 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. July 25, 2003 By: /s/ Fred Kornberg ----------------- ----------------------------------------- Date) Fred Kornberg, Chairman of the Board Chief Executive Officer and President (Principal Executive Officer) July 25, 2003 By: /s/ Robert G. Rouse ----------------- ---------------------------------------- (Date) Robert G. Rouse, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 5 CERTIFICATION I, Fred Kornberg, certify that: 1. I have reviewed this Amendment to Annual Report on Form 10-K/A of Comtech Telecommunications Corp. ("Registrant"); 2. Based on my knowledge, this Amendment to Annual Report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment to Annual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Amendment to Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Amendment to Annual Report. Date: July 25, 2003 /s/Fred Kornberg -------------------------------------------- Fred Kornberg Chief Executive Officer and President EXPLANATORY NOTE REGARDING CERTIFICATION: Representations 4, 5 and 6 consistent with the Transition Provisions of SEC Exchange Act Release No. 34-46427 have been omitted from this Certification for the Amendment to Annual Report on Form 10-K/A since this Amendment to Annual Report on Form 10-K/A covers a period ending before the Effective Date of such Release. 6 CERTIFICATION I, Robert G. Rouse, certify that: 1. I have reviewed this Amendment to Annual Report on Form 10-K/A of Comtech Telecommunications Corp. ("Registrant"); 2. Based on my knowledge, this Amendment to Annual Report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment to Annual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Amendment to Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Amendment to Annual Report. Date: July 25, 2003 /s/Robert G. Rouse -------------------------------------------- Robert G. Rouse Senior Vice President and Chief Financial Officer EXPLANATORY NOTE REGARDING CERTIFICATION: Representations 4, 5 and 6 consistent with the Transition Provisions of SEC Exchange Act Release No. 34-46427 have been omitted from this Certification for the Amendment to Annual Report on Form 10-K/A since this Amendment to Annual Report on Form 10-K covers a period ending before the Effective Date of such Release. 7 EXHIBITS TO BE FILED HEREWITH Exhibit No. Description of Exhibit -------- ---------------------- 99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Fred Kornberg, Chief Executive Officer of Comtech Telecommunications Corp., certify that: The Form 10-K/A of Comtech Telecommunications Corp. for the fiscal year ended July 31, 2002, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Comtech Telecommunications Corp. as of the dates and for the periods presented. Date: July 25, 2003 By: /s/ Fred Kornberg --------------------------------------- Fred Kornberg Chairman of the Board Chief Executive Officer and President (Principal Executive Officer) This certification is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and, except to the extent required by the Sarbanes-Oxley Act, shall not be deemed to be filed as part of the periodic report described herein nor shall it be deemed filed by Comtech Telecommunications Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to Comtech Telecommunications Corp. and will be retained by Comtech Telecommunications Corp. and furnished to the Securities and Exchange Commission or its staff upon request. EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert G. Rouse, Chief Financial Officer of Comtech Telecommunications Corp., certify that: The Form 10-K/A of Comtech Telecommunications Corp. for the fiscal year ended July 31, 2002, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Comtech Telecommunications Corp. as of the dates and for the periods presented. Date: July 25, 2003 By: /s/ Robert G. Rouse --------------------------------------------- Robert G. Rouse Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) This certification is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and, except to the extent required by the Sarbanes-Oxley Act, shall not be deemed to be filed as part of the periodic report described herein nor shall it be deemed filed by Comtech Telecommunications Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to Comtech Telecommunications Corp. and will be retained by Comtech Telecommunications Corp. and furnished to the Securities and Exchange Commission or its staff upon request.