COMTECH TELECOMMUNICATIONS CORP /DE/ 10-K

Business

ITEM 1. BUSINESS Overview Comtech Telecommunications Corp., a Delaware corporation ("Comtech" or the "Company"), through its Allerium segment, is a leading provider of mission-critical communications infrastructure and software for public safety and mobile networks worldwide, including technologies that locate, route, deliver and answer 9-1-1 calls and emergency communications, as well as carrier-grade location, messaging and public alerting capabilities, when every connection counts. We are pleased to report that the transformation plan we first announced in January 2025 has continued to contribute to our improved operational and financial performance, as evidenced by a number of meaningful developments in our business, including: (i) the removal of the substantial doubt regarding our ability to continue as a going concern in November 2025; (ii) achieving positive consolidated operating cash flows for each of the last six quarters, with fiscal 2026 totaling $37.4 million; (iii) increasing our consolidated liquidity as of July 31, 2026 to $61.3 million; (iv) reducing our debt; and (v) securing long-term customer commitments, including a large, multi-year contract extension with a top tier mobile network operator in the U.S., valued in excess of $130.0 million. Furthermore, on June 14, 2026, we entered into a definitive Securities Purchase Agreement (the "Purchase Agreement," and the transaction contemplated by the Purchase Agreement and related ancillary documents, the "Strategic Transaction") to sell most of our Satellite and Space Communications ("S&S") segment (the "Disposal Group") to Wavestream Corporation ("Buyer"), an affiliate of Gilat Satellite Networks Ltd (together with Buyer, "Gilat"). The Purchase Agreement provides for a base purchase price of $157.5 million in cash, subject to customary adjustments as defined in the Purchase Agreement. Upon execution of the Purchase Agreement, we received $10.0 million of the purchase price (the "Advance Payment"). Comtech will have the right to retain the Advance Payment in the event that the Purchase Agreement is terminated, if at the time of such termination: (i) all closing conditions have been satisfied or waived, other than certain conditions relating to regulatory approval and clearance, and any conditions by their nature are to be satisfied at the closing, and (ii) Sellers, as defined, are not in mater