COMTECH TELECOMMUNICATIONS CORP /DE/ 10-Q

Item 1. Financial Statements COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Assets April 30, 2022 July 31, 2021 Current assets: Cash and cash equivalents $ 32,831,000 30,861,000 Accounts receivable, net 124,091,000 158,110,000 Inventories, net 95,243,000 80,358,000 Prepaid expenses and other current assets 23,300,000 18,167,000 Total current assets 275,465,000 287,496,000 Property, plant and equipment, net 45,016,000 35,286,000 Operating lease right-of-use assets, net 52,216,000 44,486,000 Goodwill 347,692,000 347,698,000 Intangibles with finite lives, net 252,652,000 268,699,000 Deferred financing costs, net 1,216,000 1,824,000 Other assets, net 9,380,000 7,622,000 Total assets $ 983,637,000 993,111,000 Liabilities, Convertible Preferred Stock and Stockholders’ Equity Current liabilities: Accounts payable $ 32,140,000 36,193,000 Accrued expenses and other current liabilities 84,164,000 89,601,000 Operating lease liabilities, current 9,203,000 8,841,000 Dividends payable 2,646,000 2,601,000 Contract liabilities 76,647,000 66,130,000 Interest payable 121,000 195,000 Total current liabilities 204,921,000 203,561,000 Non-current portion of long-term debt 127,000,000 201,000,000 Operating lease liabilities, non-current 46,540,000 39,569,000 Income taxes payable 3,003,000 2,717,000 Deferred tax liability, net 15,946,000 21,230,000 Long-term contract liabilities 10,778,000 9,808,000 Other liabilities 7,367,000 14,507,000 Total liabilities 415,555,000 492,392,000 Commitments and contingencies (See Note 19) Convertible preferred stock, par value $ 0.10 per share; authorized 125,000 shares; issued 100,000 at April 30, 2022 (includes accrued dividends of $ 558,000 ) 103,522,000 — Stockholders’ equity: Preferred stock, par value $ 0.10 per share; authorized and unissued 1,875,000 shares — — Common stock, par value $ 0.10 per share; authorized 100,000,000 shares; issued 41,560,361 and 41,281,812 shares at April 30, 2022 and July 31, 2021, respectively 4,156,000 4,128,000 Additional paid-in capital 613,898,000 605,439,000 Retained earnings 288,355,000 333,001,000 906,409,000 942,568,000 Less: Treasury stock, at cost ( 15,033,317 shares at April 30, 2022 and July 31, 2021) ( 441,849,000 ) ( 441,849,000 ) Total stockholders’ equity 464,560,000 500,719,000 Total liabilities, convertible preferred stock and stockholders’ equity $ 983,637,000 993,111,000 See accompanying notes to condensed consolidated financial statements. 2 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended April 30, Nine months ended April 30, 2022 2021 2022 2021 Net sales $ 122,116,000 139,376,000 $ 359,256,000 435,886,000 Cost of sales 75,452,000 86,360,000 224,999,000 276,982,000 Gross profit 46,664,000 53,016,000 134,257,000 158,904,000 Expenses: Selling, general and administrative 27,626,000 26,997,000 85,695,000 83,999,000 Research and development 14,255,000 13,092,000 39,384,000 37,391,000 Amortization of intangibles 5,349,000 5,310,000 16,047,000 15,671,000 Former CEO transition costs — — 13,554,000 — Proxy solicitation costs — — 11,248,000 — Acquisition plan expenses — 5,267,000 — 99,807,000 47,230,000 50,666,000 165,928,000 236,868,000 Operating (loss) income ( 566,000 ) 2,350,000 ( 31,671,000 ) ( 77,964,000 ) Other expenses (income): Interest expense 981,000 1,518,000 3,576,000 5,233,000 Interest (income) and other ( 449,000 ) ( 276,000 ) ( 260,000 ) ( 276,000 ) Change in fair value of convertible preferred stock purchase option liability ( 302,000 ) — ( 1,004,000 ) — (Loss) income before (benefit from) provision for income taxes ( 796,000 ) 1,108,000 ( 33,983,000 ) ( 82,921,000 ) (Benefit from) provision for income taxes ( 771,000 ) 316,000 ( 6,100,000 ) ( 2,078,000 ) Net (loss) income $ ( 25,000 ) 792,000 $ ( 27,883,000 ) ( 80,843,000 ) Adjustments to reflect redemption value of convertible preferred stock: Convertible preferred stock issuance costs — — ( 4,007,000 ) — Establishment of initial convertible preferred stock purchase option liability — — ( 1,005,000 ) — Dividend on convertible preferred stock ( 1,655,000 ) — ( 3,522,000 ) — Net (loss) income attributable to common stockholders $ ( 1,680,000 ) 792,000 $ ( 36,417,000 ) ( 80,843,000 ) Net (loss) income per common share (See Note 6): Basic $ ( 0.06 ) 0.03 $ ( 1.37 ) ( 3.12 ) Diluted $ ( 0.06 ) 0.03 $ ( 1.37 ) ( 3.12 ) Weighted average number of common shares outstanding – basic 26,528,000 25,911,000 26,582,000 25,875,000 Weighted average number of common and common equivalent shares outstanding – diluted 26,528,000 26,266,000 26,582,000 25,875,000 See accompanying notes to condensed consolidated financial statements. 3 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) Three months ended April 30, 2022 and 2021 Series A Convertible Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Stockholders' Equity Shares Amount Shares Amount Shares Amount Balance as of January 31, 2021 — $ — 40,059,977 $ 4,006,000 $ 570,891,000 $ 330,236,000 15,033,317 $ ( 441,849,000 ) $ 463,284,000 Equity-classified stock award compensation — — — — 1,204,000 — — — 1,204,000 Proceeds from issuance of employee stock purchase plan shares — — 12,113 1,000 204,000 — — — 205,000 Forfeiture of restricted stock ( 480 ) — — — — — — Net settlement of stock-based awards — — 4,038 — ( 59,000 ) — — — ( 59,000 ) Common stock issued for acquisition of UHP Networks Inc. — — 1,026,567 103,000 28,789,000 28,892,000 Cash dividends declared, net ($ 0.10 per share) — — — — — ( 2,600,000 ) — — ( 2,600,000 ) Accrual of dividend equivalents, net of reversal ($ 0.10 per share) — — — — — ( 96,000 ) — — ( 96,000 ) Net income — — — — — 792,000 — — 792,000 Balance as of April 30, 2021 — $ — 41,102,215 $ 4,110,000 $ 601,029,000 $ 328,332,000 15,033,317 $ ( 441,849,000 ) $ 491,622,000 Balance as of January 31, 2022 100,000 $ 101,867,000 41,553,244 $ 4,155,000 $ 612,780,000 $ 292,778,000 15,033,317 $ ( 441,849,000 ) $ 467,864,000 Equity-classified stock award compensation — — — — 1,071,000 — — — 1,071,000 Proceeds from issuance of employee stock purchase plan shares — — 12,131 2,000 160,000 — — — 162,000 Net settlement of stock-based awards — — ( 5,014 ) ( 1,000 ) ( 113,000 ) — — — ( 114,000 ) Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) — 1,655,000 — — — ( 1,655,000 ) — — ( 1,655,000 ) Cash dividends declared, net ($ 0.10 per share) — — — — — ( 2,646,000 ) — — ( 2,646,000 ) Accrual of dividend equivalents, net of reversal ($ 0.10 per share) — — — — — ( 97,000 ) — — ( 97,000 ) Net loss — — — — — ( 25,000 ) — — ( 25,000 ) Balance as of April 30, 2022 100,000 $ 103,522,000 41,560,361 $ 4,156,000 $ 613,898,000 $ 288,355,000 15,033,317 $ ( 441,849,000 ) $ 464,560,000 See accompanying notes to condensed consolidated financial statements. 4 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) Nine months ended April 30, 2022 and 2021 Series A Convertible Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Stockholders' Equity Shares Amount Shares Amount Shares Amount Balance as of July 31, 2020 — $ — 39,924,439 $ 3,992,000 $ 569,891,000 $ 417,265,000 15,033,317 $ ( 441,849,000 ) $ 549,299,000 Equity-classified stock award compensation — — — — 3,190,000 — — — 3,190,000 Proceeds from issuance of employee stock purchase plan shares — — 43,235 4,000 570,000 — — — 574,000 Issuance of restricted stock, net of forfeiture — — 35,495 4,000 ( 4,000 ) — — — — Net settlement of stock-based awards — — 72,479 7,000 ( 1,407,000 ) — — — ( 1,400,000 ) Common stock issued for acquisition of UHP — — 1,026,567 103,000 28,789,000 — — — 28,892,000 Cash dividends declared, net ($ 0.30 per share) — — — — — ( 7,588,000 ) — — ( 7,588,000 ) Accrual of dividend equivalents, net of reversal ($ 0.30 per share) — — — — — ( 287,000 ) — — ( 287,000 ) Adoption of current expected credit loss standard — — — — — ( 215,000 ) — — ( 215,000 ) Net loss — — — — — ( 80,843,000 ) — — ( 80,843,000 ) Balance as of April 30, 2021 — $ — 41,102,215 $ 4,110,000 $ 601,029,000 $ 328,332,000 15,033,317 $ ( 441,849,000 ) $ 491,622,000 Balance as of July 31, 2021 — $ — 41,281,812 $ 4,128,000 $ 605,439,000 $ 333,001,000 15,033,317 $ ( 441,849,000 ) $ 500,719,000 Equity-classified stock award compensation — — — — 3,975,000 — — — 3,975,000 Former CEO transition costs related to equity-classified stock-based awards (See Note 1) — — — — 7,388,000 — — — 7,388,000 Proceeds from issuance of employee stock purchase plan shares — — 33,807 4,000 612,000 — — — 616,000 Issuance of restricted stock — — 132,854 13,000 ( 13,000 ) — — — — Net settlement of stock-based awards — — 111,888 11,000 ( 3,503,000 ) — — — ( 3,492,000 ) Issuance of convertible preferred stock 100,000 100,000,000 — — — — — — — Convertible preferred stock issuance costs — ( 4,007,000 ) — — — — — — — Establishment of initial convertible preferred stock purchase option liability — ( 1,005,000 ) — — — — — — — Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) — 8,534,000 — — — ( 8,534,000 ) — — ( 8,534,000 ) Cash dividends declared, net ($ 0.30 per share) — — — — — ( 7,915,000 ) — — ( 7,915,000 ) Accrual of dividend equivalents, net of reversal ($ 0.30 per share) — — — — — ( 314,000 ) — — ( 314,000 ) Net loss — — — — — ( 27,883,000 ) — — ( 27,883,000 ) Balance as of April 30, 2022 100,000 $ 103,522,000 41,560,361 $ 4,156,000 $ 613,898,000 $ 288,355,000 15,033,317 $ ( 441,849,000 ) $ 464,560,000 See accompanying notes to condensed consolidated financial statements. 5 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine months ended April 30, 2022 2021 Cash flows from operating activities: Net loss $ ( 27,883,000 ) ( 80,843,000 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization of property, plant and equipment 7,057,000 7,283,000 Amortization of intangible assets with finite lives 16,047,000 15,671,000 Amortization of stock-based compensation 3,975,000 3,190,000 Amortization of cost to fulfill assets 233,000 — Former CEO transition costs related to equity-classified stock-based awards 7,388,000 — Amortization of deferred financing costs 608,000 552,000 Change in fair value of convertible preferred stock purchase option liability ( 1,004,000 ) — Changes in other liabilities ( 3,099,000 ) ( 5,067,000 ) (Gain) loss on disposal of property, plant and equipment ( 120,000 ) 29,000 Provision for (benefit from) allowance for doubtful accounts 316,000 ( 287,000 ) Provision for excess and obsolete inventory 3,299,000 3,213,000 Deferred income tax benefit ( 5,253,000 ) ( 28,000 ) Other — ( 225,000 ) Changes in assets and liabilities, net of effects of business acquisitions: Accounts receivable 33,709,000 ( 17,098,000 ) Inventories ( 18,184,000 ) ( 3,935,000 ) Prepaid expenses and other current assets ( 3,447,000 ) ( 3,735,000 ) Other assets ( 964,000 ) ( 2,613,000 ) Accounts payable ( 5,802,000 ) 8,122,000 Accrued expenses and other current liabilities ( 3,702,000 ) 1,850,000 Contract liabilities 11,487,000 14,686,000 Other liabilities, non-current ( 3,698,000 ) 3,756,000 Interest payable ( 73,000 ) 64,000 Income taxes payable ( 2,469,000 ) ( 1,167,000 ) Net cash provided by (used in) operating activities 8,421,000 ( 56,582,000 ) Cash flows from investing activities: Net cash acquired from acquisition of UHP — 1,381,000 Payment for acquisition of CGC, net of cash acquired — ( 750,000 ) Purchases of property, plant and equipment ( 14,420,000 ) ( 8,237,000 ) Net cash used in investing activities ( 14,420,000 ) ( 7,606,000 ) Cash flows from financing activities: Proceeds from issuance of convertible preferred stock 100,000,000 — Net (payments) borrowings of long-term debt under Credit Facility ( 74,000,000 ) 65,500,000 Remittance of employees' statutory tax withholding for stock awards ( 6,088,000 ) ( 2,799,000 ) Cash dividends paid on common stock ( 8,398,000 ) ( 7,734,000 ) Payment of convertible preferred stock issuance costs ( 4,007,000 ) — Payment of deferred financing costs ( 140,000 ) — Repayment of principal amounts under finance lease liabilities ( 14,000 ) ( 33,000 ) Proceeds from issuance of employee stock purchase plan shares 616,000 574,000 Net cash provided by (used in) financing activities 7,969,000 55,508,000 Net increase (decrease) in cash and cash equivalents 1,970,000 ( 8,680,000 ) Cash and cash equivalents at beginning of period 30,861,000 47,878,000 Cash and cash equivalents at end of period $ 32,831,000 39,198,000 See accompanying notes to condensed consolidated financial statements. 6 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) Nine months ended April 30, 2022 2021 Supplemental cash flow disclosures: Cash paid (received) during the period for: Interest $ 2,906,000 4,565,000 Income taxes, net $ 1,631,000 ( 882,000 ) Non-cash investing and financing activities: Accrued additions to property, plant and equipment $ 2,379,000 2,068,000 Cash dividends declared on common stock but unpaid (including accrual of dividend equivalents) $ 2,960,000 2,887,000 Issuance of restricted stock $ 13,000 4,000 Establishment of initial convertible preferred stock purchase option liability $ 1,005,000 — Adjustment to reflect redemption value of convertible preferred stock $ 8,534,000 — Common stock issued for acquisitions $ — 28,892,000 Fair value of UHP acquisition contingent earn-out consideration $ — 8,500,000 See accompanying notes to condensed consolidated financial statements. 7 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) General The accompanying condensed consolidated financial statements of Comtech Telecommunications Corp. and its subsidiaries ("Comtech," "we," "us," or "our") as of and for the three and nine months ended April 30, 2022 and 2021 are unaudited. In the opinion of management, the information furnished reflects all material adjustments (which include normal recurring adjustments) necessary for a fair presentation of the results for the unaudited interim periods. Our results of operations for such periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the condensed consolidated financial statements, and the reported amounts of net sales and expenses during the reported period. Actual results may differ from those estimates. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements, filed with the Securities and Exchange Commission ("SEC"), for the fiscal year ended July 31, 2021 and the notes thereto contained in our Annual Report on Form 10-K, and all of our other filings with the SEC. Impact of Coronavirus Disease 2019 Pandemic ("COVID-19") and Global Supply Chain Constraints on Our Business Since March 2020, we have conducted most of our non-production related operations using remote working arrangements, curtailed most business travel, and established social distancing safeguards. COVID-19, Russia's military incursion into Ukraine and the related global supply chain constraints have impacted our business, operating results and financial condition, as well as the operations and financial performance of many of the customers and suppliers in industries that we serve. We have experienced order and production delays, disruptions in component availability, increased pricing both for labor and parts, lower levels of factory utilization and higher logistics and operational costs. Such business conditions are expected to continue during our fourth quarter of fiscal 2022 and carry into fiscal 2023. Former CEO Transition Costs On December 31, 2021, our Board of Directors appointed Michael D. Porcelain as Chief Executive Officer (“CEO”). Prior to that, Mr. Porcelain served as our President and Chief Operating Officer (“COO”). Transition costs related to our former CEO, Mr. Kornberg, were $ 13,554,000 and all expensed in our second quarter of fiscal 2022. Of such amount, $ 10,304,000 related to Mr. Kornberg's severance payments and benefits upon termination of his employment; the remainder related to Mr. Kornberg agreeing to serve as a Senior Technology Advisor for a minimum of two years. Of the total former CEO transition costs of $ 13,554,000 , $ 7,388,000 relates to the amortization of equity-classified stock-based awards. (2) Acquisitions UHP Networks Inc. On March 2, 2021, we completed our acquisition of UHP Networks Inc. ("UHP"), a leading provider of innovative and disruptive satellite ground station technology solutions, pursuant to a stock purchase agreement initially entered into in November 2019 and last amended on March 1, 2021. With end-markets for high-speed satellite-based networks anticipated to significantly grow, our acquisition allows us to enhance our Commercial Solutions segment's offerings with low cost time division multiple access ("TDMA") satellite modems. The acquisition had a final purchase price for accounting purposes of $ 37,470,000 , which represents the sum of $ 23,979,000 paid at closing, $ 4,991,000 paid on August 1, 2021 and $ 8,500,000 related to the acquisition date estimated fair value of a $ 9,000,000 contingent earn-out payment. 8 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) At closing, we funded the $ 23,979,000 and $ 4,991,000 payments with 1,026,567 shares of our common stock, based on a volume weighted average stock price of approximately $ 28.14 per share, plus $ 87,000 in cash. As of April 30, 2022, 197,855 of the 1,026,567 shares of our common stock issued at closing were held in escrow to satisfy potential indemnification obligations of the seller. In addition, the full $ 9,000,000 earn-out payment was accrued, as the specified sales milestones were met. Settlement of the $ 9,000,000 earn-out payment is expected to occur in the fourth quarter of fiscal 2022. Comtech retains the right to use cash, common stock or a combination of both to settle such payment. Upon payment, twenty-percent, or $ 1,800,000 , of such amount will also be placed into escrow and is anticipated to be released to the seller equally on March 2, 2023 and 2024. The terms of the stock purchase agreement provide an ability for us to substitute cash in lieu of the common stock that was initially placed into escrow. The following table summarizes the final fair value of assets acquired and liabilities assumed in connection with the UHP acquisition: Purchase Price Allocation (1) Initial upfront payment $ 23,979,000 Hold-back amount 4,991,000 Contingent earn-out consideration 8,500,000 Purchase price at fair value $ 37,470,000 Allocation of aggregate purchase price: Cash and cash equivalents $ 1,391,000 Current assets 1,367,000 Property, plant and equipment 10,000 Deferred tax assets 310,000 Contract liabilities ( 648,000 ) Accrued warranty obligations ( 750,000 ) Other current liabilities ( 1,175,000 ) Non-current liabilities ( 160,000 ) Net tangible assets at preliminary fair value $ 345,000 Identifiable intangibles, deferred taxes and goodwill: Estimated Useful Lives Technology $ 15,300,000 15 years Customer relationships 15,500,000 15 years Trade name 800,000 20 years Deferred tax liabilities ( 8,374,000 ) Goodwill 13,899,000 Indefinite Allocation of aggregate purchase price $ 37,470,000 (1) As reported in the Company's Quarterly Report on Form 10-Q for the three months ended October 31, 2021. We accounted for the acquisition under the acquisition method of accounting in accordance with FASB ASC 805, "Business Combinations" ("ASC 805"). Acquisition plan expenses were not included as a component of consideration transferred and were expensed in the period incurred. The final purchase price was allocated to the assets acquired and liabilities assumed, based on their fair value as of March 2, 2021 pursuant to the business combination accounting rules. Our condensed consolidated statements of operations for the three and nine months ended April 30, 2022 include a nominal amount of revenue contribution from the acquisition. Pro forma financial information is not disclosed, as the acquisition is not material. 9 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Acquisition Plan Expenses During the three and nine months ended April 30, 2021, we incurred acquisition plan expenses of $ 5,267,000 and $ 99,807,000 , respectively. Of the amount recorded for the nine months ended April 30, 2021, $ 88,343,000 related to the previously announced litigation and merger termination with Gilat Satellite Networks, Ltd. ("Gilat"), including $ 70,000,000 paid in cash to Gilat. The remaining costs primarily related to the April 2021 settlement of litigation associated with the 2019 acquisition of GD NG-911, as well as our acquisition of UHP, which closed in March 2021. Additionally, during the nine months ended April 30, 2021, we recorded $ 1,178,000 of incremental interest expense related to a now terminated financing commitment letter. (3) Adoption of Accounting Standards and Updates We are required to prepare our condensed consolidated financial statements in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") which is the source for all authoritative U.S. generally accepted accounting principles, which are commonly referred to as "GAAP." The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates ("ASUs"). During the nine months ended April 30, 2022, we adopted: • FASB ASU No. 2019-12, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. Our adoption of this ASU on August 1, 2021 did not have a material impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2020-01, which clarifies the interactions between Topics 321, 323 and 815. This ASU clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In addition, the amendments clarify the accounting for certain forward contracts and purchased options accounted for under Topic 815. Our adoption of this ASU on August 1, 2021 did not impact our condensed consolidated financial statements or disclosures. • FASB ASU No. 2020-06, which simplifies the accounting for convertible instruments by removing certain separation models (including the cash conversion model and the beneficial conversion feature model) for convertible instruments. As a result, for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815 or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features are no longer separated from the host contract. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost as long as no other features require bifurcation and recognition as derivatives. On August 1, 2021, we early adopted this ASU. Our adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2021-08, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognized contract assets and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. On August 1, 2021, we early adopted this ASU. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. 10 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (4) 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. The cost-to-cost method is principally used to account for contracts in our Government Solutions segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our public safety and location technologies product line within our Commercial Solutions segment. For service-based contracts in our public safety and location technologies product line, we also 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. 11 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 RF amplifiers. 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. 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. 12 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Most 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. Sales by geography and customer type, as a percentage of consolidated net sales, are as follows: Three months ended April 30, Nine months ended April 30, 2022 2021 2022 2021 United States U.S. government 23.3 % 33.2 % 26.8 % 37.1 % Domestic 48.6 % 46.6 % 48.2 % 40.4 % Total United States 71.9 % 79.8 % 75.0 % 77.5 % International 28.1 % 20.2 % 25.0 % 22.5 % Total 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. Included in domestic sales are sales to Verizon Communications Inc. ("Verizon"), which accounted for 10.6 % and 11.1 % of consolidated net sales for the three and nine months ended April 30, 2022, respectively, and 11.4 % and 11.2 % of consolidated net sales for the three and nine months ended April 30, 2021, 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 and nine months ended April 30, 2022 and 2021. The following tables summarize our disaggregation of revenue consistent with information reviewed by our Chief Operating Decision Maker ("CODM") for the three and nine months ended April 30, 2022 and 2021. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors which impact our business: Three months ended April 30, 2022 Nine months ended April 30, 2022 Commercial Solutions Government Solutions Total Commercial Solutions Government Solutions Total Geographical region and customer type U.S. government $ 8,154,000 20,281,000 $ 28,435,000 $ 31,442,000 64,713,000 $ 96,155,000 Domestic 54,406,000 4,926,000 59,332,000 156,189,000 17,018,000 173,207,000 Total United States 62,560,000 25,207,000 87,767,000 187,631,000 81,731,000 269,362,000 International 25,571,000 8,778,000 34,349,000 60,711,000 29,183,000 89,894,000 Total $ 88,131,000 33,985,000 $ 122,116,000 $ 248,342,000 110,914,000 $ 359,256,000 Contract type Firm fixed-price $ 87,654,000 26,363,000 $ 114,017,000 $ 247,529,000 88,957,000 $ 336,486,000 Cost reimbursable 477,000 7,622,000 8,099,000 813,000 21,957,000 22,770,000 Total $ 88,131,000 33,985,000 $ 122,116,000 $ 248,342,000 110,914,000 $ 359,256,000 Transfer of control Point in time $ 33,034,000 14,311,000 $ 47,345,000 $ 85,831,000 50,076,000 $ 135,907,000 Over time 55,097,000 19,674,000 74,771,000 162,511,000 60,838,000 223,349,000 Total $ 88,131,000 33,985,000 $ 122,116,000 $ 248,342,000 110,914,000 $ 359,256,000 13 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Three months ended April 30, 2021 Nine months ended April 30, 2021 Commercial Solutions Government Solutions Total Commercial Solutions Government Solutions Total Geographical region and customer type U.S. government $ 15,079,000 31,227,000 $ 46,306,000 $ 41,383,000 120,157,000 $ 161,540,000 Domestic 55,869,000 9,036,000 64,905,000 153,128,000 23,134,000 176,262,000 Total United States 70,948,000 40,263,000 111,211,000 194,511,000 143,291,000 337,802,000 International 20,416,000 7,749,000 28,165,000 66,480,000 31,604,000 98,084,000 Total $ 91,364,000 48,012,000 $ 139,376,000 $ 260,991,000 174,895,000 $ 435,886,000 Contract type Firm fixed-price $ 90,727,000 31,726,000 $ 122,453,000 $ 258,859,000 102,456,000 $ 361,315,000 Cost reimbursable 637,000 16,286,000 16,923,000 2,132,000 72,439,000 74,571,000 Total $ 91,364,000 48,012,000 $ 139,376,000 $ 260,991,000 174,895,000 $ 435,886,000 Transfer of control Point in time $ 32,305,000 22,108,000 $ 54,413,000 $ 99,111,000 71,674,000 $ 170,785,000 Over time 59,059,000 25,904,000 84,963,000 161,880,000 103,221,000 265,101,000 Total $ 91,364,000 48,012,000 $ 139,376,000 $ 260,991,000 174,895,000 $ 435,886,000 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. There were no material impairment losses recognized on contract assets during the nine months ended April 30, 2022 and 2021, respectively. 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. Of the contract liability balance at July 31, 2021 and July 31, 2020, $ 46,031,000 and $ 30,011,000 was recognized as revenue during the nine months ended April 30, 2022 and 2021, respectively. 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; otherwise, such costs are capitalized and amortized over the estimated life of the contract. During the three and nine months ended April 30, 2022, 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 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. 14 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. As of April 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 602,333,000 (which represents the amount of our consolidated funded backlog). We estimate that a substantial portion of our remaining performance obligations at April 30, 2022 will be completed and recognized as revenue during the next twenty-four month period, with the rest thereafter. During the three and nine months ended April 30, 2022, revenue recognized from performance obligations satisfied, or partially satisfied, in previous periods (for example due to changes in the transaction price) was not material. (5) Fair Value Measurements and Financial Instruments Using the fair value hierarchy described in FASB ASC 820 " Fair Value Measurements and Disclosures," we valued our cash and cash equivalents using Level 1 inputs that were based on quoted market prices. We believe that the carrying amounts of our other current financial assets (such as accounts receivable) and other current liabilities (including accounts payable and accrued expenses) approximate their fair values due to their short-term maturities. The fair value of our Credit Facility that we entered into on October 31, 2018 approximates its carrying amount due to its variable interest rate and pricing grid that is dependent upon our leverage ratio as of the end of each fiscal quarter. The stock purchase agreement for the acquisition of UHP provided for a contingent earn-out payment of up to $ 9,000,000 , if specified sales milestones were reached during a defined period ending September 30, 2022. The earn-out was accounted for as a contingent consideration liability to be recorded at its fair value. See Note (2) - " Acquisitions " for more information. As of April 30, 2022 and July 31, 2021, other than the financial instruments discussed above, we had no other significant assets or liabilities included in our Condensed Consolidated Balance Sheets recorded at fair value, as such term is defined by FASB ASC 820. (6) Earnings Per Share Our basic earnings per share ("EPS") is computed based on the weighted average number of common shares (including vested but unissued stock units, share units, performance shares and restricted stock units ("RSUs")) outstanding during each respective period. Our diluted EPS reflects the dilution from potential common stock issuable pursuant to the exercise of equity-classified stock-based awards, settlement of escrow and earn-out arrangements related to our acquisition of UHP and the assumed conversion of Convertible Preferred Stock, if dilutive, outstanding during each respective period. Pursuant to FASB ASC 260 " Earnings Per Share, " shares whose issuance is contingent upon the satisfaction of certain conditions are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period. When calculating our diluted earnings per share, we consider the amount an employee must pay upon assumed exercise of stock-based awards and the amount of stock-based compensation cost attributed to future services and not yet recognized. There were no repurchases of our common stock during the three or nine months ended April 30, 2022 or 2021. See Note (18) - " Stockholders’ Equity " for more information. Weighted average stock options, RSUs and restricted stock outstanding of 1,369,000 and 912,000 for the three months ended April 30, 2022 and 2021, respectively, and 1,463,000 and 1,499,000 for the nine months ended April 30, 2022 and 2021, respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Our EPS calculations exclude 339,000 and 236,000 weighted average performance shares outstanding for the three months ended April 30, 2022 and 2021, respectively, and 287,000 and 235,000 for the nine months ended April 30, 2022 and 2021, respectively, as the performance conditions have not yet been satisfied. However, the numerator for EPS calculations for each respective period is reduced by the compensation expense related to these awards. 15 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Weighted average common shares of 553,000 and 455,000 related to our acquisition of UHP in March 2021 were not included in our diluted EPS calculation for the three and nine months ended April 30, 2022, respectively, because their effect would have been anti-dilutive. Weighted average common shares of 4,225,000 and 2,969,000 underlying the assumed conversion of Convertible Preferred Stock, on an if-converted basis, were not included in our diluted EPS calculation for the three and nine months ended April 30, 2022, respectively, because their effect would have been anti-dilutive. As a result, the numerator for our basic and diluted EPS calculation for the three and nine months ended April 30, 2022 is the respective net loss attributable to common stockholders. The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations: Three months ended April 30, Nine months ended April 30, 2022 2021 2022 2021 Numerator: Net (loss) income $ ( 25,000 ) 792,000 $ ( 27,883,000 ) ( 80,843,000 ) Convertible preferred stock issuance costs — — ( 4,007,000 ) — Establishment of initial convertible preferred stock purchase option liability — — ( 1,005,000 ) — Dividend on convertible preferred stock ( 1,655,000 ) — ( 3,522,000 ) — Net loss attributable to common stockholders $ ( 1,680,000 ) 792,000 $ ( 36,417,000 ) ( 80,843,000 ) Denominator: Denominator for basic calculation 26,528,000 25,911,000 26,582,000 25,875,000 Effect of dilutive securities: Stock-based awards — 355,000 — — Denominator for diluted calculation 26,528,000 26,266,000 26,582,000 25,875,000 As discussed further in Note (17) - " Convertible Preferred Stock ," the Convertible Preferred Stock issued in October 2021 represents a "participating security" as defined in ASC 260. As a result, our EPS calculations for the three and nine months ended April 30, 2022 were based on the two-class method. Given the net loss attributable to common stockholders for the three and nine months ended April 30, 2022, there was no impact of applying the two-class method to our reported basic or diluted earnings per common share. (7) Accounts Receivable Accounts receivable consist of the following at: April 30, 2022 July 31, 2021 Receivables from commercial and international customers $ 62,691,000 86,890,000 Unbilled receivables from commercial and international customers 40,202,000 36,131,000 Receivables from the U.S. government and its agencies 21,767,000 33,381,000 Unbilled receivables from the U.S. government and its agencies 1,330,000 3,356,000 Total accounts receivable 125,990,000 159,758,000 Less allowance for doubtful accounts 1,899,000 1,648,000 Accounts receivable, net $ 124,091,000 158,110,000 16 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Unbilled receivables as of April 30, 2022 relate to contracts-in-progress for which revenue has been recognized, but for which we have not yet earned the right to bill the customer for work performed to-date. Under ASC 606, unbilled receivables constitute contract assets. Management estimates that a substantial portion of the amounts not yet billed at April 30, 2022 will be billed and collected within one year. As of April 30, 2022, except for the U.S. government (and its agencies) and Verizon, which represented 18.3 % and 16.9 % of total accounts receivable, respectively, there were no other customers which accounted for greater than 10% of total accounts receivable. As of July 31, 2021, 23.0 %, 12.7 % and 12.1 % of total accounts receivable related to the U.S. government (and its agencies), AT&T, Inc. and Verizon, respectively. (8) Inventories Inventories consist of the following at: April 30, 2022 July 31, 2021 Raw materials and components $ 72,005,000 62,249,000 Work-in-process and finished goods 46,059,000 38,338,000 Total inventories 118,064,000 100,587,000 Less reserve for excess and obsolete inventories 22,821,000 20,229,000 Inventories, net $ 95,243,000 80,358,000 As of April 30, 2022 and July 31, 2021, the amount of inventory directly related to long-term contracts (including contracts-in-progress) was $ 7,993,000 and $ 7,028,000 , respectively, and the amount of inventory related to contracts from third-party commercial customers who outsource their manufacturing to us was $ 1,724,000 and $ 1,509,000 , respectively. (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following at: April 30, 2022 July 31, 2021 Accrued wages and benefits $ 26,758,000 26,367,000 Accrued warranty obligations 10,832,000 17,600,000 Accrued contract costs 16,045,000 12,750,000 Accrued acquisition-related costs 9,000,000 9,222,000 Accrued commissions and royalties 5,208,000 5,342,000 Accrued legal costs 2,258,000 2,854,000 Other 14,063,000 15,466,000 Accrued expenses and other current liabilities $ 84,164,000 89,601,000 Accrued contract costs represent direct and indirect costs on contracts as well as estimates of amounts owed for invoices not yet received from vendors or reflected in accounts payable. Accrued acquisition-related costs as of April 30, 2022 and July 31, 2021 include $ 9,000,000 and $ 8,705,000 , respectively, of contingent earn-out consideration related to our acquisition of UHP. See Note (2) - “ Acquisitions - UHP Networks Inc. ” for further discussion. 17 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Accrued warranty obligations as of April 30, 2022 relate to estimated liabilities for assurance type warranty coverage that we provide to our customers. We generally provide warranty coverage for some of our products for a period of at least one year from the date of delivery. We record a liability for estimated warranty expense based on historical claims, product failure rates, consideration of contractual obligations, future costs to resolve software issues and other factors. Some of our product warranties are provided under long-term contracts, the costs of which are incorporated into our estimates of total contract costs. Changes in our accrued warranty obligations during the nine months ended April 30, 2022 and 2021 were as follows: Nine months ended April 30, 2022 2021 Balance at beginning of period $ 17,600,000 15,200,000 (Benefit from) provision for warranty obligations ( 613,000 ) 2,852,000 Adjustments for changes in estimates ( 2,500,000 ) — Charges incurred ( 3,655,000 ) ( 2,055,000 ) Additions (in connection with acquisitions) — 750,000 Balance at end of period $ 10,832,000 16,747,000 During the nine months ended April 30, 2022, we recorded a $ 2,500,000 benefit to cost of sales in our Commercial Solutions segment due to lower than expected warranty claims associated with previously acquired NG-911 technologies. (10) Credit Facility On October 31, 2018, we entered into a First Amended and Restated Credit Agreement (the "Credit Facility") with a syndicate of lenders. The Credit Facility provides a senior secured loan facility of up to $ 550,000,000 consisting of: (i) a revolving loan facility ("Revolving Loan Facility") with a borrowing limit of $ 300,000,000 ; (ii) an accordion feature allowing us to make a request to borrow up to an additional $ 250,000,000 subject to the satisfaction of specified conditions, including approval by our lenders; (iii) a $ 35,000,000 letter of credit sublimit; and (iv) a swingline loan credit sublimit of $ 25,000,000 . The Credit Facility matures on October 31, 2023 (the "Revolving Maturity Date"). If we issue new unsecured debt in excess of $ 5,000,000 with a maturity date that is less than 91 days from October 31, 2023, the Revolving Maturity Date would automatically accelerate so that it would be 91 days earlier than the maturity date of the new unsecured debt. As of April 30, 2022, the amount outstanding under our Credit Facility was $ 127,000,000 , which is reflected in the non-current portion of long-term debt on our Condensed Consolidated Balance Sheet. At April 30, 2022, we had $ 925,000 of standby letters of credit outstanding under our Credit Facility related to guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit. During the nine months ended April 30, 2022, we had outstanding balances under the Credit Facility ranging from $ 100,000,000 to $ 212,000,000 . As of April 30, 2022, total net deferred financing costs related to the Credit Facility were $ 1,216,000 and are being amortized over the term of our Credit Facility through October 31, 2023. Interest expense related to our Credit Facility, including amortization of deferred financing costs, recorded during the three months ended April 30, 2022 and 2021 was $ 1,004,000 and $ 1,515,000 , respectively. Interest expense related to our Credit Facility, including amortization of deferred financing costs, recorded during the nine months ended April 30, 2022 and 2021 was $ 3,478,000 and $ 4,040,000 , respectively. Our blended interest rate approximated 3.30 % and 2.97 %, respectively, for the three months ended April 30, 2022 and 2021 and approximated 3.20 % and 2.80 %, respectively, for the nine months ended April 30, 2022 and 2021. 18 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Borrowings under the Credit Facility shall be either: (i) Alternate Base Rate borrowings, which bear interest from the applicable borrowing date at a rate per annum equal to (x) the greatest of (a) the Prime Rate (as defined) in effect on such day, (b) the Federal Funds Effective Rate (as defined) in effect on such day plus 1/2 of 1.00% per annum and (c) the Adjusted LIBO Rate (as defined) on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00 % per annum, plus (y) the Applicable Rate (as defined), or (ii) Eurodollar borrowings, which bear interest from the applicable borrowing date at a rate per annum equal to (x) the Adjusted LIBO Rate for such interest period plus (y) the Applicable Rate. Determination of the Applicable Rate is based on a pricing grid that is dependent upon our Secured Leverage Ratio (as defined) as of the end of each fiscal quarter for which consolidated financial statements have been most recently delivered. The Credit Facility contains customary representations, warranties and affirmative covenants. The Credit Facility also contains customary negative covenants, subject to negotiated exceptions, including but not limited to: (i) liens, (ii) investments, (iii) indebtedness, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) restricted payments, including stockholder dividends, and (vii) certain other restrictive agreements. The Credit Facility also contains certain financial covenants and customary events of default (subject to grace periods, as appropriate), such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control and the failure to observe the negative covenants and other covenants related to the operation of our business. In addition, under certain circumstances, we may be required to enter into amendments to the Credit Facility in connection with any further syndication of the Credit Facility. The Credit Facility provides for, among other things: (i) no scheduled payments of principal until maturity; (ii) a maximum Secured Leverage Ratio of 3.75 x trailing twelve months ("TTM") Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") and a Maximum Total Leverage Ratio of 4.50 x TTM Adjusted EBITDA, each with no step downs; and (iii) a Minimum Interest Expense Coverage Ratio of 3.25 x TTM Adjusted EBITDA. As of April 30, 2022, our Secured Leverage Ratio was 2.40 x TTM Adjusted EBITDA compared to the maximum allowable Secured Leverage Ratio of 3.75 x TTM Adjusted EBITDA. Our Interest Expense Coverage Ratio as of April 30, 2022 was 12.12 x TTM Adjusted EBITDA compared to the Minimum Interest Expense Coverage Ratio of 3.25 x TTM Adjusted EBITDA. Although we do expect our Secured Leverage Ratio to increase during the fourth quarter of fiscal 2022 as we make payments to various vendors associated with the build-out of our high-volume technology manufacturing facilities and working capital needs for our existing contracts, given our overall expected business performance, we anticipate maintaining compliance with the terms and financial covenants in our Credit Facility for the foreseeable future. The obligations under the Credit Facility are guaranteed by certain of our domestic and foreign subsidiaries (the "Guarantors"). As collateral security under the Credit Facility and the guarantees thereof, we and the Guarantors have granted to the administrative agent, for the benefit of the lenders, a lien on, and first priority security interest in, substantially all of our tangible and intangible assets. On December 6, 2018, we entered into an amendment to the Credit Facility to provide for a mechanism to replace the LIBO Rate for Eurodollar borrowings with an alternative benchmark interest rate, should the LIBO Rate generally become unavailable in the future on an other-than-temporary basis. On January 14, 2021, we entered into a further amendment of the Credit Facility to update the LIBO Rate replacement mechanism language and other definitional items. On July 30, 2021, we entered into an amendment to incorporate certain foreign subsidiaries as loan parties and guarantors into the Credit Facility and added certain definitional items. Capitalized terms used but not defined herein have the meanings set forth for such terms in the Credit Facility, which has been documented and filed with the SEC. 19 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (11) Leases Our leases historically relate to the leasing of facilities and equipment. In accordance with FASB ASC 842 - " Leases " ("ASC 842"), we determine at inception whether an arrangement is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. At lease commencement, we recognize a right-of-use ("ROU") asset and lease liability based on the present value of the future lease payments over the estimated lease term. We have elected to not recognize a ROU asset or lease liability for any leases with terms of twelve months or less. Instead, for such short-term leases, we recognize lease expense on a straight-line basis over the lease term. Certain of our leases include options to extend the term of the lease or to terminate the lease early. When it is reasonably certain that we will exercise a renewal option or will not exercise a termination option, we include the impact of exercising or not exercising such option, respectively, in the estimate of the lease term. As our lease agreements do not explicitly state the discount rate implicit in the lease, we use our incremental borrowing rate ("IBR") on the commencement date to calculate the present value of future lease payments. Such IBR represents our estimated rate of interest to borrow on a collateralized basis over a term commensurate with the expected lease term. Some of our leases include payments that are based on the Consumer Price Index ("CPI") or other similar indices. These variable lease payments are included in the calculation of the ROU asset and lease liability using the index as of the lease commencement date. Other variable lease payments, such as common area maintenance, property taxes, and usage-based amounts, are required by ASC 842 to be excluded from the ROU asset and lease liability and expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset would also consider, to the extent applicable, any deferred rent upon adoption, lease pre-payments or initial direct costs of obtaining the lease (e.g., such as commissions). For all classes of leased assets, we elected the practical expedient to not separate lease components (i.e., the actual item being leased, such as the facility or piece of equipment) from non-lease components (i.e., the distinct elements of a contract not related to securing the use of the leased asset, such as common area maintenance and consumable supplies). Certain of our facility lease agreements (which are classified as operating leases) contain rent holidays or rent escalation clauses. For rent holidays and rent escalation clauses during the lease term, we record rental expense on a straight-line basis over the term of the lease. As of April 30, 2022, none of our leases contained a residual value guarantee and covenants included in our lease agreements are customary for the types of facilities and equipment being leased. 20 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The components of lease expense are as follows: Three months ended April 30, Nine months ended April 30, 2022 2021 2022 2021 Finance lease expense: Amortization of ROU assets $ 3,000 5,000 $ 10,000 33,000 Interest on lease liabilities 1,000 — 1,000 2,000 Operating lease expense 2,933,000 3,024,000 8,797,000 8,373,000 Short-term lease expense 92,000 236,000 303,000 738,000 Variable lease expense 1,128,000 1,202,000 3,446,000 3,356,000 Sublease income ( 17,000 ) ( 17,000 ) ( 50,000 ) ( 50,000 ) Total lease expense $ 4,140,000 4,450,000 $ 12,507,000 12,452,000 Additional information related to leases is as follows: Nine months ended April 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating leases - Operating cash outflows $ 8,910,000 $ 8,064,000 Finance leases - Operating cash outflows 1,000 2,000 Finance leases - Financing cash outflows 14,000 33,000 ROU assets obtained in the exchange for lease liabilities (non-cash): Operating leases $ 15,212,000 $ 24,504,000 The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Condensed Consolidated Balance Sheet as of April 30, 2022: Operating Finance Total Remainder of fiscal 2022 $ 2,945,000 2,000 $ 2,947,000 Fiscal 2023 10,192,000 4,000 10,196,000 Fiscal 2024 8,949,000 — 8,949,000 Fiscal 2025 8,247,000 — 8,247,000 Fiscal 2026 6,771,000 — 6,771,000 Thereafter 29,006,000 — 29,006,000 Total future undiscounted cash flows 66,110,000 6,000 66,116,000 Less: Present value discount 10,367,000 1,000 10,368,000 Lease liabilities $ 55,743,000 5,000 $ 55,748,000 Weighted-average remaining lease terms (in years) 8.84 0.81 Weighted-average discount rate 3.43 % 6.68 % We lease our Melville, New York production facility from a partnership controlled by the non-executive Chairman of our Board of Directors. Lease payments made during the nine months ended April 30, 2022 and 2021 were $ 504,000 and $ 494,000 , respectively. The current lease provides for our use of the premises as they exist through December 2031. The annual rent of the facility for calendar year 2022 is $ 685,000 and is subject to customary adjustments. We have a right of first refusal in the event of a sale of the facility. As of April 30, 2022, we do not have any material rental commitments that have not commenced. 21 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (12) Income Taxes At April 30, 2022 and July 31, 2021, total unrecognized tax benefits were $ 9,845,000 and $ 9,172,000 , respectively, including interest of $ 289,000 and $ 163,000 , respectively. At April 30, 2022 and July 31, 2021, $ 3,003,000 and $ 2,717,000 , respectively, of our unrecognized tax benefits were recorded as non-current income taxes payable on our Condensed Consolidated Balance Sheets. The remaining unrecognized tax benefits of $ 6,842,000 and $ 6,455,000 at April 30, 2022 and July 31, 2021, respectively, were presented as an offset to the associated non-current deferred tax assets on our Condensed Consolidated Balance Sheets. Of the total unrecognized tax benefits, $ 8,921,000 and $ 8,408,000 at April 30, 2022 and July 31, 2021, respectively, net of the reversal of the federal benefit recognized as a deferred tax asset relating to state reserves, would favorably impact our effective tax rate, if recognized. Unrecognized tax benefits result from income tax positions taken or expected to be taken on our income tax returns for which a tax benefit has not been recorded in our condensed consolidated financial statements. We do not expect that there will be any significant changes to our total unrecognized tax benefits within the next twelve months. Our U.S. federal income tax returns for fiscal 2019 through 2021 are subject to potential future Internal Revenue Service ("IRS") audit. None of our state income tax returns prior to fiscal 2017 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our consolidated results of operations and financial condition. (13) Stock-Based Compensation Overview We issue stock-based awards to certain of our employees and our Board of Directors pursuant to our 2000 Stock Incentive Plan, as amended and/or restated from time to time (the "Plan") and our 2001 Employee Stock Purchase Plan, as amended and/or restated from time to time (the "ESPP"), and recognize related stock-based compensation in our condensed consolidated financial statements. The Plan provides for the granting to employees and consultants of Comtech (including prospective employees and consultants): (i) incentive and non-qualified stock options, (ii) restricted stock units ("RSUs"), (iii) RSUs with performance measures (which we refer to as "performance shares"), (iv) restricted stock, (v) stock units (reserved for issuance to non-employee directors) and share units (reserved for issuance to employees) (collectively, "share units") and (vi) stock appreciation rights ("SARs"), among other types of awards. Our non-employee directors, excluding our non-executive Chairman, are eligible to receive non-discretionary grants of stock-based awards, subject to certain limitations. As of April 30, 2022, the aggregate number of shares of common stock which may be issued, pursuant to the Plan, may not exceed 10,962,500 . Stock options granted may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10.0 % of the voting power, no more than five years . We expect to settle all outstanding awards under the Plan and employee purchases under the ESPP with the issuance of new shares of our common stock. As of April 30, 2022, we had granted stock-based awards pursuant to the Plan representing the right to purchase and/or acquire an aggregate of 9,246,184 shares (net of 5,321,105 expired and canceled awards), of which an aggregate of 7,605,758 have been exercised or settled. As of April 30, 2022, the following stock-based awards, by award type, were outstanding: April 30, 2022 Stock options 541,985 Performance shares 347,018 RSUs, restricted stock and share units 751,423 Total 1,640,426 22 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Our ESPP provides for the issuance of up to 1,050,000 shares of our common stock. Our ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85 % of fair market value on the first or last day of each calendar quarter, whichever is lower. Through April 30, 2022, we have cumulatively issued 928,578 shares of our common stock to participating employees in connection with our ESPP. Stock-based compensation for awards issued is reflected in the following line items in our Condensed Consolidated Statements of Operations: Three months ended April 30, Nine months ended April 30, 2022 2021 2022 2021 Cost of sales $ 80,000 42,000 $ 229,000 174,000 Selling, general and administrative expenses 886,000 1,089,000 3,494,000 2,789,000 Research and development expenses 105,000 73,000 252,000 227,000 Stock-based compensation expense 1,071,000 1,204,000 3,975,000 3,190,000 Former CEO transition costs related to equity-classified stock-based awards — — 7,388,000 — Total stock-based compensation expense before income tax benefit 1,071,000 1,204,000 11,363,000 3,190,000 Estimated income tax benefit ( 226,000 ) ( 260,000 ) ( 1,449,000 ) ( 684,000 ) Net stock-based compensation expense $ 845,000 944,000 $ 9,914,000 2,506,000 Stock-based compensation for equity-classified awards is measured at the date of grant, based on an estimate of the fair value of the award and is generally expensed over the vesting period of the award. At April 30, 2022, unrecognized stock-based compensation of $ 10,078,000 , net of estimated forfeitures of $ 797,000 , is expected to be recognized over a weighted average period of 3.1 years. Total stock-based compensation capitalized and included in ending inventory at both April 30, 2022 and July 31, 2021 was $ 48,000 . There are no liability-classified stock-based awards outstanding as of April 30, 2022 or July 31, 2021. Selling, general and administrative expenses included in the table above, for the nine months ended April 30, 2022, includes $ 827,000 of amortization of stock-based compensation related to three , long-standing members of our Board of Directors who retired in December 2021. Stock-based compensation expense, by award type, is summarized as follows: Three months ended April 30, Nine months ended April 30, 2022 2021 2022 2021 Stock options $ 40,000 72,000 $ 482,000 289,000 Performance shares 300,000 431,000 1,013,000 1,096,000 RSUs, restricted stock and share units 675,000 649,000 2,314,000 1,654,000 ESPP 56,000 52,000 166,000 151,000 Stock-based compensation expense 1,071,000 1,204,000 3,975,000 3,190,000 Former CEO transition costs related to equity-classified stock-based awards — — 7,388,000 — Total stock-based compensation expense before income tax benefit 1,071,000 1,204,000 11,363,000 3,190,000 Estimated income tax benefit ( 226,000 ) ( 260,000 ) ( 1,449,000 ) ( 684,000 ) Net stock-based compensation expense $ 845,000 944,000 $ 9,914,000 2,506,000 ESPP stock-based compensation expense primarily relates to the 15 % discount offered to participants in the ESPP. 23 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The estimated income tax benefit as shown in the above table was computed using income tax rates expected to apply when the awards are settled. Such deferred tax asset was recorded net as part of our non-current deferred tax liability on our Condensed Consolidated Balance Sheet as of April 30, 2022 and July 31, 2021. The actual income tax benefit recognized for tax reporting is based on the fair market value of our common stock at the time of settlement and can significantly differ from the estimated income tax benefit recorded for financial reporting. Stock Options The following table summarizes the Plan’s activity: Awards (in Shares) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at July 31, 2021 1,073,435 $ 25.76 Expired/canceled ( 56,250 ) 27.59 Exercised ( 1,220 ) 17.88 Outstanding at October 31, 2021 1,015,965 25.66 Expired/canceled ( 10,030 ) 27.14 Outstanding at January 31, 2022 1,005,935 25.65 Expired/canceled ( 463,950 ) 26.44 Outstanding at April 30, 2022 541,985 $ 24.97 4.17 $ — Exercisable at April 30, 2022 424,625 $ 26.93 3.09 $ — Vested and expected to vest at April 30, 2022 536,090 $ 25.05 4.13 $ — Stock options outstanding as of April 30, 2022 have exercise prices ranging from $ 17.88 - $ 33.94 , representing the fair market value of our common stock on the date of grant, a contractual term of ten years and a vesting period of five years . The total intrinsic value relating to stock options exercised during the nine months ended April 30, 2022 was $ 7,000 . There were no stock options exercised during the nine months ended April 30, 2021. 24 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Performance Shares, RSUs, Restricted Stock and Share Unit Awards The following table summarizes the Plan’s activity relating to performance shares, RSUs, restricted stock and share units: Awards (in Shares) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding at July 31, 2021 1,068,370 $ 21.93 Granted 228,161 26.81 Settled ( 190,310 ) 23.97 Canceled/Forfeited ( 40,880 ) 23.15 Outstanding at October 31, 2021 1,065,341 22.56 Granted 187,658 23.35 Settled ( 191,238 ) 22.47 Canceled/Forfeited ( 15,156 ) 21.88 Outstanding at January 31, 2022 1,046,605 22.73 Granted 84,125 16.39 Settled ( 14,099 ) 24.00 Canceled/Forfeited ( 18,190 ) 22.46 Outstanding at April 30, 2022 1,098,441 $ 22.23 $ 14,939,000 Vested at April 30, 2022 444,847 $ 22.12 $ 6,050,000 Vested and expected to vest at April 30, 2022 1,064,636 $ 22.22 $ 14,479,000 The total intrinsic value relating to fully-vested awards settled during the three and nine months ended April 30, 2022 was $ 262,000 and $ 9,726,000 , respectively. The total intrinsic value relating to fully-vested awards settled during the three and nine months ended April 30, 2021 was $ 178,000 and $ 3,083,000 , respectively. The performance shares granted to employees principally vest over a three-year performance period, if pre-established performance goals are attained, or as specified pursuant to the Plan and related agreements. As of April 30, 2022, the number of outstanding performance shares included in the above table, and the related compensation expense prior to consideration of estimated pre-vesting forfeitures, assume achievement of the pre-established goals at a target level. RSUs and restricted stock granted to non-employee directors prior to July 31, 2019 had a vesting period of three years and are convertible into shares of our common stock generally at the time of termination, on a one -for-one basis for no cash consideration, or earlier under certain circumstances. After July 31, 2019, such awards have a vesting period of five years . Also, restricted stock granted to our non-executive Chairman of the Board of Directors, pursuant to his Senior Technology Advisor consulting agreement, vests 1/12 on the date of grant and in eleven equal monthly installments thereafter. RSUs granted to employees have a vesting period of five years and are convertible into shares of our common stock generally at the time of vesting, on a one -for-one basis for no cash consideration. Also, certain RSUs granted to our newly appointed CEO, pursuant to his employment agreement, vest over three years . Share units granted prior to July 31, 2017 were vested when issued and are convertible into shares of our common stock, generally at the time of termination, on a one -for-one basis for no cash consideration, or earlier under certain circumstances. Share units granted on or after July 31, 2017 were granted to certain employees in lieu of non-equity incentive compensation and are convertible into shares of our common stock on the one-year anniversary of the respective grant date. 25 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The fair value of performance shares, RSUs, restricted stock and share units is determined using the closing market price of our common stock on the date of grant, less the present value of any estimated future dividend equivalents such awards are not entitled to receive and an applicable estimated discount for any post-vesting transfer restrictions. RSUs, performance shares and restricted stock granted since fiscal 2013 are entitled to dividend equivalents unless forfeited before vesting occurs. Share units granted since fiscal 2014 are entitled to dividend equivalents while the underlying shares are unissued. Dividend equivalents are subject to forfeiture, similar to the terms of the underlying stock-based awards, and are payable in cash generally at the time of settlement of the underlying award. During the three and nine months ended April 30, 2022, we accrued $ 97,000 and $ 314,000 , respectively, of dividend equivalents (net of forfeitures) and paid out $ 2,000 and $ 527,000 , respectively. Accrued dividend equivalents were recorded as a reduction to retained earnings. As of April 30, 2022 and July 31, 2021, accrued dividend equivalents were $ 671,000 and $ 884,000 , respectively. With respect to the actual settlement of stock-based awards for income tax reporting, during the three and nine months ended April 30, 2022, we recorded an income tax expense of $ 483,000 and $ 344,000 , respectively, and during the three and nine months ended April 30, 2021, we recorded an income tax benefit of $ 18,000 and an income tax expense of $ 189,000 , respectively. (14) Segment Information Reportable operating segments are determined based on Comtech’s management approach. The management approach, as defined by FASB ASC 280 - "Segment Reporting" is based on the way that the CODM organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. Our CODM, for purposes of FASB ASC 280, is our Chief Executive Officer. In connection with his recent appointment on December 31, 2021, our new CEO is currently evaluating his management approach to the business. At the moment, we are currently managing our business through the following reportable operating segments: Our Commercial Solutions segment offers satellite ground station technologies (such as modems and amplifiers) and public safety and location technologies (such as 911 call routing, 911 call handling 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. Our Government Solutions segment provides tactical satellite-based networks and ongoing support for complicated communications networks and 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. Our CODM primarily uses a metric that we refer to as Adjusted EBITDA to measure an operating segment’s performance and to make decisions about resources to be allocated. Our Adjusted EBITDA metric for the Commercial Solutions and Government Solutions segments do not consider any allocation of indirect expense, or any of the following: income taxes, interest (income) and other, change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, amortization of cost to fulfill assets, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID-19 related costs, strategic emerging technology costs (for next-generation satellite technology), facility exit costs, former CEO transition costs, proxy solicitation costs, strategic alternatives analysis expenses and other. These items, while periodically affecting our results, may vary significantly from period to period and may have a disproportionate effect in a given period, thereby affecting the comparability of results. Any amounts shown in the Adjusted EBITDA calculation for our Commercial Solutions and Government Solutions segments are directly attributable to those segments. Our Adjusted EBITDA is also used by our management in assessing the Company's operating results. Although closely aligned, the Company's definition of Adjusted EBITDA is different than the Consolidated EBITDA (as such term is defined in our Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted EBITDA used by other companies and, therefore, may not be comparable to similarly titled measures used by other companies. 26 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Operating segment information, along with a reconciliation of segment net income (loss) and consolidated net income (loss) to Adjusted EBITDA is presented in the tables below: Three months ended April 30, 2022 Commercial Solutions Government Solutions Unallocated Total Net sales $ 88,131,000 33,985,000 — $ 122,116,000 Operating income (loss) $ 7,424,000 ( 2,928,000 ) ( 5,062,000 ) $ ( 566,000 ) Net income (loss) $ 6,631,000 ( 1,832,000 ) ( 4,824,000 ) $ ( 25,000 ) Provision for (benefit from) income taxes 823,000 ( 666,000 ) ( 928,000 ) ( 771,000 ) Interest (income) and other ( 30,000 ) ( 408,000 ) ( 11,000 ) ( 449,000 ) Change in fair value of convertible preferred stock purchase option liability — — ( 302,000 ) ( 302,000 ) Interest expense — ( 22,000 ) 1,003,000 981,000 Amortization of stock-based compensation — — 1,071,000 1,071,000 Amortization of intangibles 4,260,000 1,089,000 — 5,349,000 Depreciation 1,991,000 443,000 48,000 2,482,000 Amortization of cost to fulfill assets — 233,000 — 233,000 Restructuring costs 1,310,000 290,000 — 1,600,000 COVID-19 related costs — 115,000 — 115,000 Strategic emerging technology costs 268,000 644,000 — 912,000 Adjusted EBITDA $ 15,253,000 ( 114,000 ) ( 3,943,000 ) $ 11,196,000 Purchases of property, plant and equipment $ 4,849,000 759,000 — $ 5,608,000 Total assets at April 30, 2022 $ 732,436,000 222,259,000 28,942,000 $ 983,637,000 Three months ended April 30, 2021 Commercial Solutions Government Solutions Unallocated Total Net sales $ 91,364,000 48,012,000 — $ 139,376,000 Operating income (loss) $ 9,318,000 768,000 ( 7,736,000 ) $ 2,350,000 Net income (loss) $ 9,020,000 752,000 ( 8,980,000 ) $ 792,000 Provision for (benefit from) income taxes 302,000 ( 85,000 ) 99,000 316,000 Interest (income) and other ( 7,000 ) 101,000 ( 370,000 ) ( 276,000 ) Interest expense 3,000 — 1,515,000 1,518,000 Amortization of stock-based compensation — — 1,204,000 1,204,000 Amortization of intangibles 4,221,000 1,089,000 — 5,310,000 Depreciation 1,779,000 439,000 56,000 2,274,000 Acquisition plan expenses — — 5,267,000 5,267,000 Restructuring costs 594,000 — — 594,000 COVID-19 related costs — 416,000 — 416,000 Strategic emerging technology costs — 315,000 — 315,000 Adjusted EBITDA $ 15,912,000 3,027,000 ( 1,209,000 ) $ 17,730,000 Purchases of property, plant and equipment $ 3,159,000 1,389,000 3,000 $ 4,551,000 Long-lived assets acquired in connection with acquisitions $ 45,597,000 — — $ 45,597,000 Total assets at April 30, 2021 $ 721,857,000 237,798,000 38,937,000 $ 998,592,000 27 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Nine months ended April 30, 2022 Commercial Solutions Government Solutions Unallocated Total Net sales $ 248,342,000 110,914,000 — $ 359,256,000 Operating income (loss) $ 14,179,000 ( 4,538,000 ) ( 41,312,000 ) $ ( 31,671,000 ) Net income (loss) $ 13,251,000 ( 3,091,000 ) ( 38,043,000 ) $ ( 27,883,000 ) Provision for (benefit from) income taxes 869,000 ( 1,297,000 ) ( 5,672,000 ) ( 6,100,000 ) Interest (income) and other 53,000 ( 242,000 ) ( 71,000 ) ( 260,000 ) Change in fair value of convertible preferred stock purchase option liability — — ( 1,004,000 ) ( 1,004,000 ) Interest expense 6,000 92,000 3,478,000 3,576,000 Amortization of stock-based compensation — — 3,975,000 3,975,000 Amortization of intangibles 12,780,000 3,267,000 — 16,047,000 Depreciation 5,743,000 1,163,000 151,000 7,057,000 Amortization of cost to fulfill assets — 233,000 — 233,000 Former CEO transition costs — — 13,554,000 13,554,000 Proxy solicitation costs — — 11,248,000 11,248,000 Restructuring costs 3,819,000 219,000 — 4,038,000 COVID-19 related costs — 1,144,000 — 1,144,000 Strategic emerging technology costs 268,000 644,000 — 912,000 Adjusted EBITDA $ 36,789,000 2,132,000 ( 12,384,000 ) $ 26,537,000 Purchases of property, plant and equipment $ 11,617,000 2,803,000 — $ 14,420,000 Total assets at April 30, 2022 $ 732,436,000 222,259,000 28,942,000 $ 983,637,000 Nine months ended April 30, 2021 Commercial Solutions Government Solutions Unallocated Total Net sales $ 260,991,000 174,895,000 — $ 435,886,000 Operating income (loss) $ 27,439,000 8,813,000 ( 114,216,000 ) $ ( 77,964,000 ) Net income (loss) $ 26,618,000 9,138,000 ( 116,599,000 ) $ ( 80,843,000 ) Provision for (benefit from) income taxes 858,000 ( 497,000 ) ( 2,439,000 ) ( 2,078,000 ) Interest (income) and other ( 40,000 ) 108,000 ( 344,000 ) ( 276,000 ) Interest expense 3,000 64,000 5,166,000 5,233,000 Amortization of stock-based compensation — — 3,190,000 3,190,000 Amortization of intangibles 12,794,000 2,877,000 — 15,671,000 Depreciation 5,709,000 1,285,000 289,000 7,283,000 Acquisition plan expenses ( 1,052,000 ) — 100,859,000 99,807,000 Restructuring costs 1,195,000 — — 1,195,000 COVID-19 related costs — 576,000 — 576,000 Strategic emerging technology costs — 315,000 — 315,000 Adjusted EBITDA $ 46,085,000 13,866,000 ( 9,878,000 ) $ 50,073,000 Purchases of property, plant and equipment $ 5,123,000 3,031,000 83,000 $ 8,237,000 Long-lived assets acquired in connection with acquisitions $ 45,597,000 2,443,000 — $ 48,040,000 Total assets at April 30, 2021 $ 721,857,000 237,798,000 38,937,000 $ 998,592,000 28 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Unallocated expenses result from corporate expenses such as executive compensation, accounting, legal and other regulatory compliance related costs and also includes all of our amortization of stock-based compensation. During the three and nine months ended April 30, 2021, we recorded $ 5,267,000 and $ 99,807,000 , respectively of acquisition plan expenses, most of which were recorded in our unallocated expenses. See Note (2) - "Acquisitions" for further information. There were no such charges recorded in the three and nine months ended April 30, 2022. During the nine months ended April 30, 2022, we incurred $ 11,248,000 of proxy solicitation costs (including legal and advisory fees and costs associated with a related lawsuit) as a result of a now settled proxy contest initiated by a shareholder during the first quarter of fiscal 2022. Also, during the nine months ended April 30, 2022, we expensed $ 13,554,000 of transition costs related to our former CEO. See Note (1) - " General - Former CEO Transition Costs " for a further discussion. During the three and nine months ended April 30, 2022, our Commercial Solutions segment recorded $ 1,310,000 and $ 3,819,000 , respectively, of restructuring costs to streamline our operations, including costs related to the ongoing relocation of certain of our satellite earth station production facilities to a new 146,000 square foot facility in Chandler, Arizona. Similar restructuring costs of $ 594,000 and $ 1,195,000 , respectively, were incurred during three and nine months ended April 30, 2021. In addition, during the three and nine months ended April 30, 2022, our Government Solutions segment recorded $ 115,000 and $ 1,144,000 , respectively, of incremental operating costs related to our antenna facility located in the United Kingdom due to the impact of the COVID-19 pandemic. Similar incremental operating costs of $ 416,000 and $ 576,000 , respectively, were incurred during three and nine months ended April 30, 2021. Interest expense in the tables above primarily relates to our Credit Facility, and includes the amortization of deferred financing costs. See Note (10) - " Credit Facility " for further discussion. Interest expense for the nine months ended April 30, 2021 includes $ 1,178,000 of incremental interest expense related to a now terminated financing commitment letter, as discussed in more detail in Note (2) - " Acquisitions ." Intersegment sales for the three months ended April 30, 2022 and 2021 by the Commercial Solutions segment to the Government Solutions segment were $ 920,000 and $ 827,000 , respectively. Intersegment sales for the nine months ended April 30, 2022 and 2021 by the Commercial Solutions segment to the Government Solutions segment were $ 2,986,000 and $ 2,622,000 , respectively. There were nominal sales by the Government Solutions segment to the Commercial Solutions segment for these periods. All intersegment sales are eliminated in consolidation and are excluded from the tables above. Unallocated assets at April 30, 2022 consist principally of cash and cash equivalents, income taxes receivable, corporate property, plant and equipment and deferred financing costs. The large majority of our long-lived assets are located in the U.S. (15) Goodwill The following table represents goodwill by reportable operating segment, including the changes in the net carrying value of goodwill during the nine months ended April 30, 2022: Commercial Solutions Government Solutions Total Balance as of July 31, 2021 $ 270,389,000 77,309,000 $ 347,698,000 UHP acquisition ( 6,000 ) — ( 6,000 ) Balance as of April 30, 2022 $ 270,383,000 77,309,000 $ 347,692,000 In accordance with FASB ASC 350, 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. 29 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On August 1, 2021 (the first day of our fiscal 2022), 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, 2021 total public market capitalization and assessed implied control premiums based on our common stock price of $ 24.97 as of August 1, 2021. Based on our quantitative evaluation performed on August 1, 2021, we determined that our Commercial Solutions and Government Solutions reporting units had estimated fair values in excess of their carrying values of at least 22.7 % and 94.1 %, 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. It is possible that, during the remainder of fiscal 2022 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 fluctuate. Such fluctuation could be caused by uncertainty about the severity and length of the COVID-19 pandemic, and its impact on global 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 fiscal 2022 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 assigned to the respective reporting units could be impaired. In the past several months, COVID-19, Russia's military incursion into Ukraine and the related global supply chain constraints have impacted our business, operating results and financial condition, as well as the operations and financial performance of many of the customers and suppliers in industries that we serve. We have experienced order and production delays, disruptions in component availability, increased pricing both for labor and parts, lower levels of factory utilization and higher logistics and operational costs. Such business conditions are expected to continue during our fourth quarter of fiscal 2022 and carry into fiscal 2023. In addition, as of April 30, 2022, our stock price has declined to $ 13.60 . 30 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) We have started our next annual goodwill impairment analysis, which is required to be performed on August 1, 2022 (the start of our fiscal 2023). Such analysis will consider the challenging business environment we are operating in. Also, as disclosed in Note (14) - "Segment Information," our new CEO is currently evaluating his management approach to the business. 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. Any impairment charges that we may record in the future could be material to our results of operations and financial condition. (16) Intangible Assets Intangible assets with finite lives are as follows: April 30, 2022 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 20.2 $ 302,058,000 103,928,000 $ 198,130,000 Technologies 14.8 114,949,000 74,580,000 40,369,000 Trademarks and other 16.7 32,926,000 18,773,000 14,153,000 Total $ 449,933,000 197,281,000 $ 252,652,000 July 31, 2021 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 20.2 $ 302,058,000 93,215,000 $ 208,843,000 Technologies 14.8 114,949,000 70,924,000 44,025,000 Trademarks and other 16.7 32,926,000 17,095,000 15,831,000 Total $ 449,933,000 181,234,000 $ 268,699,000 The weighted average amortization period in the above table excludes fully amortized intangible assets. Amortization expense for the three months ended April 30, 2022 and 2021 was $ 5,349,000 and $ 5,310,000 , respectively. Amortization expense for the nine months ended April 30, 2022 and 2021 was $ 16,047,000 and $ 15,671,000 , respectively. The estimated amortization expense consists of the following for the fiscal years ending July 31: 2022 $ 21,396,000 2023 21,781,000 2024 21,154,000 2025 21,041,000 2026 19,888,000 We review net intangible assets with finite lives for impairment when an event occurs indicating the potential for impairment. Based on our last assessment, we believe that the carrying values of our net intangible assets were recoverable as of April 30, 2022. However, if business conditions deteriorate, we may be required to record impairment losses, and or increase the amortization of intangibles in the future. Any impairment charges that we may record in the future could be material to our results of operations and financial condition. 31 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (17) Convertible Preferred Stock On October 18, 2021, we entered into a Subscription Agreement (the “Subscription Agreement”) with certain affiliates and related funds of White Hat Capital Partners LP and Magnetar Capital LLC (collectively, the “Investors”), relating to the issuance and sale of up to 125,000 shares of a new series of the Company's Series A Convertible Preferred Stock, par value $ 0.10 per share (the “Convertible Preferred Stock”), for an aggregate purchase price of up to $ 125,000,000 , or $ 1,000 per share. On October 19, 2021 (the “Initial Closing Date”), pursuant to the terms of the Subscription Agreement, the Investors purchased an aggregate of 100,000 shares of Convertible Preferred Stock (the “Initial Issuance”) for an aggregate purchase price of $ 100,000,000 . The Investors have a one-time option exercisable at any time on or prior to March 31, 2023 to purchase additional shares of Convertible Preferred Stock for an aggregate purchase price of $ 25,000,000 . This purchase option is commonly referred to as a “Green Shoe” and together with the Initial Issuance, is collectively referred to as the “Issuance.” The initial conversion price for the shares issued in the Initial Issuance is $ 24.50 , subject to an increase in the conversion price to $ 26.00 upon the achievement of $ 76.0 million of Adjusted EBITDA (as defined in the Subscription Agreement) for our fiscal 2022 year, and the initial conversion price for the Green Shoe is $ 32.00 . The Convertible Preferred Stock ranks senior to the shares of our common stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. The Convertible Preferred Stock initially had a liquidation preference of $ 1,000 per share with each share entitled to a cumulative dividend (the “Dividend”) at the rate of 6.5 % per annum, compounding quarterly, paid-in-kind or paid in cash, at our election. For any quarter in which we elect not to pay the Dividend in cash with respect to a share of Convertible Preferred Stock, such Dividend becomes part of the liquidation preference of such share. In addition, no dividend or other distribution on our common stock in excess of our $ 0.10 per share per quarter will be declared or paid on the common stock unless, at the time of such declaration and payment, an equivalent dividend or distribution is declared and paid on the Convertible Preferred Stock (the “Participating Dividend”), provided that in the case of any such dividend in the form of cash, in lieu of a cash payment, such Participating Dividend will become part of the liquidation preference of the shares of the Convertible Preferred Stock. Such Participating Dividend results in the Convertible Preferred Stock meeting the definition of a "participating security" for purposes of our earnings per share calculations. The Convertible Preferred Stock is convertible into shares of common stock at the option of the holders thereof at or following the earlier to occur of (a) the filing of our Annual Report on Form 10-K for the fiscal year ending July 31, 2022 but no later than October 19, 2022, or (b) immediately prior to (and conditioned upon) the consummation of a Change of Control. At any time after October 19, 2024, we have the right to mandate the conversion of the Convertible Preferred Stock, subject to certain restrictions, based on the price of the common stock in the preceding thirty trading days. Holders of the Convertible Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis, as well as are entitled to a separate class vote with respect to, among other things, amendments to our organizational documents that have an adverse effect on the Convertible Preferred Stock, authorizations or issuances of securities of the Company, the payment of dividends other than dividends on common stock in the ordinary course consistent with past practice on a quarterly basis in an amount not to exceed our current dividend rate of $ 0.10 per share per quarter, related party transactions, repurchases or redemptions of securities of the Company (other than the repurchase of up to $ 25,000,000 of shares of common stock), dispositions of businesses or assets, the incurrence of certain indebtedness and certain amendments or extensions of our existing Credit Facility. Holders will have the right to require the Company to repurchase such holder's Convertible Preferred Stock on a date occurring either (a) on or after October 19, 2026 (the “Optional Repurchase Trigger Date”) at a price equal to the liquidation preference or (b) in connection with a conversion of Convertible Preferred Stock, pursuant to which the number of shares of common stock issuable upon such conversion would exceed 19.99 % of the issued and outstanding shares of common stock as of October 18, 2021 (such excess shares, "Excess Conversion Shares"), at any time after the date that is 91 days after the maturity date of the Company's existing Credit Facility, at a price per share equal to the number of Excess Conversion Shares multiplied by the Last Reported Sales Price (as defined) of common stock on the applicable conversion date. In addition, each holder will have the right to cause the Company to repurchase its shares of Convertible Preferred Stock in connection with a Change of Control, at a price equal to the liquidation preference. 32 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) We determined that our obligation to issue the Green Shoe at any time on or prior to March 31, 2023 meets the definition of a freestanding financial instrument that should be accounted for as a liability. As such, we established an initial convertible preferred stock purchase option liability of $ 1,005,000 and reduced the proceeds from the Initial Issuance by such amount. The liability will be remeasured to its estimated fair value each reporting period until such instrument is exercised or expires. Changes in its estimated fair value are recognized as a non-cash charge or benefit and presented on the condensed consolidated statement of operations. The estimated fair value of the convertible preferred stock purchase option liability was nominal as of April 30, 2022. During the three and nine months ended April 30, 2022, we recorded benefits of $ 302,000 and $ 1,004,000 , respectively for the remeasurement of the convertible preferred stock purchase option liability. In accordance with ASC 480, " Distinguishing Liabilities from Equity ," specifically ASC 480-10-S99-3A(2), SEC Staff Announcement: Classification and Measurement of Redeemable Securities , we have classified the Convertible Preferred Stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within our control and we could be required by the holder to redeem the shares for cash or other assets, at their option. Upon the Initial Issuance, we recorded the Convertible Preferred Stock, net of issuance costs of $ 4,007,000 and net of the portion of such proceeds allocated to the convertible preferred stock purchase option liability described above, which resulted in an initial carrying value of the Convertible Preferred Stock less than its initial redemption value of $ 100,000,000 . We have elected to adjust the carrying value of the Convertible Preferred Stock to its current redemption value of $ 103,522,000 , which includes $ 2,964,000 of dividends paid in kind and $ 558,000 of accumulated and unpaid dividends. As such, an adjustment of $ 8,534,000 to increase the carrying value of the Convertible Preferred Stock was recorded against retained earnings during the nine months ended April 30, 2022. (18) Stockholders’ Equity Sale of Common Stock On March 3, 2021, in connection with our acquisition of UHP, we filed a shelf registration statement with the SEC for the sale of up to 1,381,567 shares of our common stock by the selling stockholder of UHP. See Note (2) - " Acquisitions - UHP Networks Inc ." for further information. Common Stock Repurchase Program On September 29, 2020, our Board of Directors authorized a new $ 100,000,000 stock repurchase program, which replaced our prior program. The new $ 100,000,000 stock repurchase program has no time restrictions and repurchases may be made from time to time in open-market or privately negotiated transactions, or by other means in accordance with federal securities laws. There were no repurchases of our common stock during the nine months ended April 30, 2022 or 2021. Common Stock Dividends Since September 2010, we have paid quarterly dividends pursuant to an annual targeted dividend amount that was established by our Board of Directors. On October 4, 2021, December 9, 2021 and March 10, 2022, our Board of Directors declared a dividend of $ 0.10 per common share, which were paid on November 12, 2021, February 18, 2022 and May 20, 2022, respectively. On June 9, 2022, our Board of Directors declared a dividend of $ 0.10 per common share, payable on August 19, 2022 to stockholders of record at the close of business on July 20, 2022. Future dividends remain subject to compliance with financial covenants under our Credit Facility, as well as Board approval and certain voting rights of holders of our Series A Convertible Preferred Stock. 33 Index COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (19) Legal Proceedings and Other Matters Settled Litigation Related to the Convertible Preferred Stock Issuance In October 2021, Anthony Franchi (the “Plaintiff”) brought a putative class action in the Court of Chancery of the State of Delaware against the Company's current directors, the Company, White Hat Capital Partners LP (“White Hat”) and Magnetar Capital LLC (“Magnetar”), which was fully resolved by the parties and the case dismissed by court order on May 3, 2022. The ultimate resolution of this matters did not result in a material adverse effect on our consolidated results of operations and financial condition. Other Matters In the ordinary course of business, we include indemnification provisions in certain of our customer contracts to indemnify, hold harmless and reimburse such customers for certain losses, including but not limited to losses related to third-party claims of intellectual property infringement arising from the customer’s use of our products or services. We may also, from time to time, receive indemnification requests from customers related to third-party claims that 911 calls were improperly routed during an emergency. We evaluate such claims as and when they arise. We do not always agree with customers that they are entitled to indemnification and in such cases reject their claims. Despite maintaining that we have properly carried out our duties, we may seek coverage under our various insurance policies; however, we cannot be sure that we will be able to maintain or obtain insurance coverage at acceptable costs or in sufficient amounts or that our insurer will not disclaim coverage as to such claims. Accordingly, pending or future claims asserted against us by a party that we agree to indemnify could result in legal costs and damages that could have a material adverse effect on our consolidated results of operations and financial condition. There are certain other pending and threatened legal actions which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to accurately predict, we believe that the outcome of these other pending and threatened actions will not have a material adverse effect on our consolidated financial condition or results of operations. Employment Change of Control and Indemnification Agreements We have an employment agreement and change of control agreement with Mr. Porcelain, our President and CEO, and member of our Board of Directors. We have also entered into change of control agreements with certain of our executive officers and certain key employees. All of these agreements may require payments by us, in certain circumstances, including, but not limited to, a change in control of our Company or a termination of the employee. 34 Index