Securities and exchange commission


Download 2.02 Mb.
NameSecurities and exchange commission
page6/26
A typeDocumentation
manual-guide.com > manual > Documentation
1   2   3   4   5   6   7   8   9   ...   26

Plan Registrant's Proxy

Statement dated

November 3, 1997

10(e) Time Accelerated Restricted Stock Purchase Exhibit 10(j) to

Agreements between Registrant and Principals of the Registrant's

Comtech Communications Corp. operating unit 1994 Form 10-K

10(f) Time Accelerated Restricted Stock Purchase

Agreements between Registrant and Principals of

Comtech Mobile Datacom Corp. operating unit

10(g) Movement Tracking System Contract between Comtech

Mobile Datacom Corp. and U.S. Army's CECOM

Acquisition Center dated June 24, 1999 (certain

portions of this agreement have been omitted and

filed separately with the Securities and Exchange

Commission pursuant to a request for confidential

treatment)

10(h) License Agreement between Vistar

Telecommunications Inc. and Comtech Mobile

Datacom Corp. dated August 31, 1999 (certain

portions of this agreement have been omitted and

filed separately with the Securities and Exchange

Commission pursuant to a request for confidential

treatment)

21 Subsidiaries of the Company

23 Consent of KPMG LLP

27 Financial Data Schedule
Exhibits to this Annual Report on Form 10-K are available from the Company upon

request and payment to the Company for the cost of reproduction.

18
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

October 19, 1999 By: s/Fred Kornberg

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

(Date) Fred Kornberg, Chairman of the Board

and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Signature Title

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

October 19, 1999 s/ Fred Kornberg Chairman of the Board

------------------ --------------------------- Chief Executive Officer

(Date) Fred Kornberg and President

(Principal Executive Officer)
October 19, 1999 s/ J. Preston Windus Senior Vice President

------------------ --------------------------- Chief Financial Officer

(Date) J. Preston Windus
October 19, 1999 s/ George Bugliarello Director

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

(Date) George Bugliarello
October 19, 1999 s/ Richard L. Goldberg Director

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

(Date) Richard L. Goldberg
October 19, 1999 s/ Gerard R. Nocita Director

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

(Date) Gerard R. Nocita
October 19, 1999 s/ John B. Payne III Director

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

(Date) John B. Payne III
October 19, 1999 s/ Sol S. Weiner Director

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

(Date) Sol S. Weiner

19
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
Index to Consolidated Financial Statements and Schedule
Page

----
Independent Auditors' Report F-2
Consolidated Financial Statements:
Balance Sheets at July 31, 1999 and 1998 F-3
Statements of Operations for each of the years in the three-year

period ended July 31, 1999 F-4
Statements of Stockholders' Equity for each of the years in the

three-year period ended July 31, 1999 F-5
Statements of Cash Flows for each of the years in the

three-year period ended July 31, 1999 F-6, F-7
Notes to Consolidated Financial Statements F-8 - F-20
Additional Financial Information Pursuant to the Requirements of

Form 10-K:
Schedule II - Valuation and Qualifying Accounts and Reserves S-1
Schedules not listed above have been omitted because they are either

not applicable or the required information has been given

elsewhere in the consolidated financial statements or notes

thereto.

F-1
[LOGO] KPMG

Independent Auditors' Report
The Board of Directors and Stockholders

Comtech Telecommunications Corp.:
We have audited the consolidated financial statements of Comtech

Telecommunications Corp. and subsidiaries as listed in the accompanying index.

In connection with our audits of the consolidated financial statements, we also

have audited the financial statement schedule II as listed in the accompanying

index. These consolidated financial statements and financial statement schedule

are the responsibility of the Company's management. Our responsibility is to

express an opinion on these consolidated financial statements and financial

statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing

standards. Those standards require that we plan and perform the audit to obtain

reasonably assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting

the amounts and disclosures in the financial statements. An audit also includes

assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation.

We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present

fairly, in all material respects, the financial position of Comtech

Telecommunications Corp. and subsidiaries as of July 31, 1999 and 1998, and the

results of their operations and their cash flows for each of the years in the

three-year period ended July 31, 1999 in conformity with generally accepted

accounting principles. Also in our opinion, the related financial statement

schedule II, when considered in relation to the basic consolidated financial

statements taken as a whole, presents fairly, in all material respects, the

information set forth therein.
/s/ KPMG LLP

KPMG LLP
Melville, New York

September 24, 1999

F-2
COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES
Consolidated Balance Sheets

July 31, 1999 and 1998

Assets 1999 1998

------------ ------------
Current assets:

Cash and cash equivalents $ 5,896,000 2,724,000

Restricted cash -- 22,000

Accounts receivable, less allowance for doubtful

accounts of $145,000 in 1999 and $170,000 in 1998 5,152,000 5,932,000

Inventories, net 7,879,000 6,135,000

Prepaid expenses and other current assets 138,000 276,000

Deferred tax asset - current 1,658,000 --

------------ ------------
Total current assets 20,723,000 15,089,000
Property, plant and equipment, net 4,310,000 4,314,000

Intangible assets, net of amortization of $78,000 1,623,000 --

Other assets 274,000 307,000

Deferred tax asset - non current 2,917,000 --

------------ ------------
$ 29,847,000 19,710,000

============ ============

Liabilities and Stockholders' Equity
Current liabilities:

Current installments of long-term debt (including payable to

related party of $316,000 in 1999 and $309,000 in 1998) $ 605,000 804,000

Accounts payable 3,763,000 2,588,000

Accrued expenses and other current liabilities 6,026,000 2,780,000

Net liabilities of discontinued operation 137,000 --

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

Total current liabilities 10,531,000 6,172,000
Long-term debt, less current installments (including payable to

related party of $501,000 in 1999 and $817,000 in 1998) 959,000 1,445,000

------------ ------------
Total liabilities 11,490,000 7,617,000

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

Stockholders' equity:

Preferred stock, par value $.10 per share; shares authorized and

unissued 2,000,000 -- --

Common stock, par value $.10 per share; authorized 15,000,000

shares; issued, 4,471,368 shares in 1999 and

4,008,006 shares in 1998 447,000 401,000

Additional paid-in capital 23,801,000 22,055,000

Accumulated deficit (4,746,000) (10,011,000)

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

19,502,000 12,445,000

Less:

Treasury stock (82,500 shares in 1999 and 1998) (184,000) (184,000)

Deferred compensation (961,000) (168,000)

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

18,357,000 12,093,000

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

Commitments and contingencies
$ 29,847,000 19,710,000

============ ============
See accompanying notes to consolidated financial statements

F-3
COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended July 31, 1999, 1998 and 1997

1999 1998 1997

------------ ------------ ------------
Net sales $ 37,886,000 30,114,000 24,746,000

------------ ------------ ------------
Costs and expenses:

Cost of sales 26,405,000 21,330,000 17,670,000

Selling, general and administrative 6,632,000 6,013,000 5,415,000

Research and development 2,022,000 1,319,000 1,023,000

------------ ------------ ------------
35,059,000 28,662,000 24,108,000

------------ ------------ ------------
Operating income from continuing operations 2,827,000 1,452,000 638,000
Other expenses (income):

Interest expense 204,000 234,000 284,000

Interest income (65,000) (36,000) (33,000)

Other (39,000) (30,000) (151,000)

------------ ------------ ------------
Income from continuing operations before

income taxes 2,727,000 1,284,000 538,000

Provision (benefit) for income taxes (3,754,000) 180,000 54,000

------------ ------------ ------------
Income from continuing operations 6,481,000 1,104,000 484,000
Discontinued operations (Note 13):

Loss from operations of discontinued segment

(net of applicable income tax benefit of $320,000) (622,000) -- --

Loss on disposal of segment, including provision

of $430,000 for operating losses during phase-out period

(net of applicable income tax benefit of $306,000) (594,000) -- --

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

Net income $ 5,265,000 1,104,000 484,000

============ ============ ============
Basic income (loss) per share:

Income from continuing operations $ 1.56 0.28 0.13

Loss from discontinued operations (.29) -- --

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

Basic income per share $ 1.27 0.28 0.13

============ ============ ============
Diluted income (loss) per share:

Income from continuing operations $ 1.42 0.27 0.12

Loss from discontinued operations (.27) -- --

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

Diluted income per share $ 1.15 0.27 0.12

============ ============ ============

Weighted average number of common

shares outstanding - Basic computation 4,143,000 3,902,000 3,873,000
Potential dilutive common shares 430,000 264,000 33,000

------------ ------------ ------------
Weighted average number of common and common

equivalent shares outstanding assuming dilution -

Diluted computation 4,573,000 4,166,000 3,906,000

============ ============ ============
See accompanying notes to consolidated financial statements.

F-4
COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended July 31, 1999, 1998 and 1997

Common stock Additional Treasury stock

--------------------------- paid-in Accumulated ---------------------------

Shares Amount capital deficit Shares Amount

------ ------ ------- ------- ------ ------
Balance July 31, 1996 3,911,016 $ 391,000 $ 22,105,000 $(11,599,000) 22,500 $ (180,000)
Amortization of deferred compensation -- -- -- -- -- --

Forfeiture of unvested restricted shares

issued pursuant to employee stock award

agreement -- -- (211,000) -- -- --

Purchase of treasury shares 60,000 (4,000)

Stock options exercised 64,590 7,000 100,000 -- -- --

Net income -- -- -- 484,000 -- --

------------ ------------ ------------ ------------ ------------ ------------
Balance July 31, 1997 3,975,606 398,000 21,994,000 (11,115,000) 82,500 (184,000)
Amortization of deferred compensation -- -- -- -- -- --

Stock options exercised 32,400 3,000 61,000 -- -- --

Net income -- -- -- 1,104,000 -- --

------------ ------------ ------------ ------------ ------------ ------------
Balance July 31, 1998 4,008,006 401,000 22,055,000 (10,011,000) 82,500 (184,000)
Amortization of deferred compensation -- -- -- -- -- --

Stock issued in acquisition of

Mobile Datacom 150,000 15,000 513,000 -- -- --

Restricted shares issued pursuant to

employment stock award agreement 225,000 22,000 1,034,000 -- -- --

Stock options exercised 88,362 9,000 199,000 -- -- --

Net income -- -- 5,265,000 -- --

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

Balance July 31, 1999 4,471,368 $ 447,000 $ 23,801,000 $ (4,746,000) 82,500 $ (184,000)

============ ============ ============ ============ ============ ============

Deferred Stock-

compen- holders'

sation equity

------ ------
Balance July 31, 1996 $ (416,000) $ 10,301,000
Amortization of deferred compensation 43,000 43,000

Forfeiture of unvested restricted shares

issued pursuant to employee stock award

agreement 158,000 (53,000)

Purchase of treasury shares -- (4,000)

Stock options exercised -- 107,000

Net income -- 484,000

------------ ------------
Balance July 31, 1997 (215,000) 10,878,000
Amortization of deferred compensation 47,000 47,000

Stock options exercised -- 64,000

Net income -- 1,104,000

------------ ------------
Balance July 31, 1998 (168,000) 12,093,000
Amortization of deferred compensation 248,000 248,000

Stock issued in acquisition of

Mobile Datacom -- 528,000

Restricted shares issued pursuant to

employment stock award agreement (1,041,000) 15,000

Stock options exercised -- 208,000

Net income -- 5,265,000

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

Balance July 31, 1999 $ (961,000) $ 18,357,000

============ ============
See accompanying notes to consolidated financial statements.

F-5
COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended July 31, 1999, 1998 and 1997

1999 1998 1997
1   2   3   4   5   6   7   8   9   ...   26

Related:

Securities and exchange commission iconNeither the Securities and Exchange Commission nor any state securities...

Securities and exchange commission iconNeither the securities and exchange commission nor any state securities...

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconU. S. Securities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and Exchange Commission

Securities and exchange commission iconSecurities and exchange commission




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search