Michael D. Porcelain
Analyst · that. So at what point on the R&D side and the corporate side -- your corporate costs are going down, but not in line with sales. R&D is not going down, sales are going down a lot. At what point do feel like you need to take more aggressive action
Thanks, Fred, and good morning, everyone. I'll walk you through the Q2 results and provide some commentary on our updated 2013 business outlook. During Q2, we generated revenues of $74.6 million, of which 32.8% were for U.S. government end users, 54.3% were for international end users, with the remainder being for domestic, commercial end customers. Let me provide some color on sales by segment. Net sales on our Telecom Transmission segment were $45.8 million in Q2 of fiscal 2013 as compared to the $51.3 million we achieved in Q2 of last year, representing a decrease of 10.7%. This decline is attributable to significantly lower sales of our Satellite Earth Station products, which were partially offset by higher sales of our over-the-horizon microwave system product line. During Q2 of fiscal 2013, sales of our Satellite Earth Station product line were negatively impacted by reduced spending by both U.S. government and our international customers. Q2 fiscal 2013 bookings and related ending backlog for our Satellite Earth Station products were higher as compared to Q2 of fiscal 2012 and Q1 of fiscal 2013. Our bookings during the quarter included a $5 million order that we announced in February from a U.S. government system integrator to support reliable high-bandwidth war fighter communications. Despite this order, we believe that the order level we achieved on our most recent quarter was suppressed due to uncertainty that exists amongst our global customer base. We believe this uncertainty will continue to impact bookings for this product line for the remainder of fiscal 2013. In particular, our Q3 bookings are expected to be lower than Q2 before picking up in Q4. Based on expected order flow, we believe that the Satellite Earth Station sales will be lower in fiscal 2013 as compared to fiscal 2012. Sales of our over-the-horizon microwave systems in Q2 primarily reflect an increased level of performance on our ongoing 3-year, $55 million contract to design and furnish a telecommunications system for use in a North African government communications network. These large contracts are sometimes lumpy, and we are currently in between project stages and deliveries within this contract. We also have a number of other over-the-horizon microwave system contracts in our backlog, such as our $2.7 million order for TRC-170 modem upgrade kits that are expected to ship in Q4 as opposed to Q3. As such, based on the timing of expected contract performance on our North African government contracts and the timing of shipments for our other contracts, which are in backlog, sales of over-the-horizon microwave systems are expected to significantly decrease during Q3 of fiscal 2013 before increasing in Q4 fiscal 2013. This lumpiness will cause our operating margins in our Telecom segment in Q3 to dip below the 12% we just increased -- we just achieved before significantly increasing in Q4. In addition, we did not have any sales or received new orders for our Mobile -- Modular Track Transportable Troposcatter Systems or MTTS systems during Q2 2013, and we do not expect any shipments for the rest of the year. Based on our current backlog and the anticipated receipt of other orders, we still expect net sales for this product line in fiscal 2013 to be higher than the level we achieved in fiscal 2012. Although there's always performance risk, much of our expected fiscal 2013 over-the-horizon microwave revenue is in our backlog. Net sales in our RF Microwave Amplifier segment were $20.4 million in Q2 of fiscal 2013 as compared to $22.4 million in Q2 of fiscal 2012, a decrease of 8.9%. Bookings in this segment for Q2 of fiscal 2013 were significantly lower than the level we achieved for Q2 of fiscal 2012. Based on our current backlog and the anticipated timing of orders we expect to receive, we now expect net sales in the RF Microwave Amplifier segment in fiscal 2013 to be lower than the level we achieved in fiscal 2012. Based on the timing of expected order flow, sales in Q3 of fiscal 2013 are expected to decline from the level we just achieved in Q2. Although we are not anticipating any meaningful improvement in the overall economy, based on expected order flow including known opportunities, sales in Q4 of fiscal 2013 for this segment are anticipated to be near or at the peak for this segment for fiscal 2013. Turning to our Mobile Data Communications segment. Sales in Q2 of fiscal 2013 were $8.4 million, a substantial decrease of 66.9% from Q2 of last year. This anticipated decrease is attributable to a substantial decline in MTS and BFT-1 sales for the U.S. Army and our fiscal 2012 decision to wind down our microsatellite product line. As we mentioned earlier, we expect no additional microsatellite product revenue to be generated for the remainder of fiscal 2013. Microsatellite product revenues were $4.4 million in Q2 of fiscal 2012. Although Mobile Data Communications sales for the second quarter of fiscal 2013 include $2.5 million of revenue related to our $10 million annual intellectual property license fee, we continue to expect that sales in our Mobile Data Communications segment will be materially lower in fiscal 2013 as compared to fiscal 2012. As a reminder, since June 30, 2012, we no longer procure or provide satellite transponder capacity to the U.S. Army. We currently have $4.5 million of BFT-1 orders in our backlog, and as Fred will discuss in a bit, we're expecting that the BFT-1 sustainment contracts optional performance period will be exercised by the U.S. Army later this month. Let me walk you through our gross margin and SG&A line items on the balance sheet -- on the income statement. Our gross profit in Q2 of fiscal 2013 as a percentage of net sales was 43.2% as compared to 41.8% of Q2 of last year. Our gross profit percentage this quarter benefited from a significantly higher percentage of consolidated net sales occurring in our Telecom Transmission segment and an overall better mix of products and services in both our RF Microwave Amplifiers and Mobile Data Communications segments. Our gross profit also reflects the benefit of the $2.5 million IP fee. Looking forward, we believe gross profit, as a percentage of consolidated net sales in fiscal 2013, will be slightly higher than the percentage we achieved in fiscal 2012. On the expense side, SG&A expenses were $15.4 million or 20.6% of Q2 2013 net sales, as compared to the $19.6 million or 19.8% we reported in Q2 of last year. The decrease in our SG&A expenses in dollars was primarily due to overall lower spending associated with the significantly lower level of consolidated net sales during Q2 of fiscal 2013 as compared to the prior period last year. In addition, our SG&A expenses this quarter include a benefit of $900,000 related to a change in the fair value of a contingent earn-out liability associated with our acquisition of Stampede Technologies and a benefit of $200,000 related to the reversal of previously accrued costs associated with the wind down of our microsatellite product line that were lower than expected. Excluding these amounts in Q2 of fiscal 2013, SG&A expenses would have been 22.1% of Q2 fiscal 2013 net sales. Given the absence of fair market value adjustments and cost reversals, as well as the impact of the timing of certain planned operating expenses, we do expect that consolidated SG&A expenses in Q3 and in Q4 of fiscal 2013 in dollars to be higher than the reported amount in the second quarter of fiscal 2013. However, total SG&A expenses in dollars are still expected to significantly decrease in fiscal 2013, as compared to fiscal 2012, and as a percentage of consolidated net sales, are expected to be comparable to the reported amount for fiscal 2012. Research and development expenses were $9.3 million or 12.5% of consolidated net sales in our most recent quarter, versus $9.4 million last year. Looking forward, despite challenging business conditions and notwithstanding our cost reduction efforts, we expect to continue to invest in R&D. As such, we expect that R&D expenses in dollars for fiscal 2013 will be comparable to the amount we invested during fiscal 2012. Total stock-based compensation expense, which is recorded in our unallocated segment for the second quarter of fiscal 2013 was $800,000 compared to $1 million in the second quarter of fiscal 2012. Amortization of intangibles with finite lives in the second quarter of fiscal 2013 was $1.6 million compared to $1.7 million in the second quarter of fiscal 2012. Consolidated operating income in Q2 of fiscal 2013 was $5.9 million or 7.9% of consolidated net sales, as compared to $10.7 million or 10.8% in the second quarter of last year. Based on the orders currently in our backlog and orders we expect to receive, our GAAP consolidated operating income in fiscal 2013 as a percentage of consolidated net sales is expected to approximate 10%. As further discussed in our Form 10-Q filed yesterday afternoon, given the timing of shipments related to expected RF microwave amplifier orders and the timing of our performance on our over-the-horizon microwave system contracts, most of which are currently in our backlog, we expect that our consolidated operating income, both in dollars and as a percentage, will decrease in Q3 before increasing in Q4. Interest expense was $2 million in the second quarter of fiscal 2013 compared to $2.2 million for the second quarter of fiscal 2012. Interest income and other was $315,000 in the second quarter of fiscal 2013 compared to $434,000 in the second quarter of fiscal 2012. Turning to income taxes. Our GAAP effective tax rate for the second quarter of fiscal 2013 was 44.1%. This rate reflects a net discrete tax expense of approximately $400,000, of which $700,000 relates to the establishment of a valuation allowance on certain deferred tax assets of one of our some foreign subsidiaries offset in part by a $300,000 discrete tax benefit related to the retroactive extension of the federal research and experimentation credit. Excluding these discrete tax items, our effective tax rate for Q2 of fiscal 2013 would have been 35.5%, which is the amount that we expect for the fiscal 2013 year period excluding any additional discrete tax items. For the second quarter of fiscal 2013, we delivered GAAP diluted EPS of $0.14. Now let me provide some other financial metrics. Adjusted EBITDA, as defined at the end of our press release that we issued yesterday, was $10.1 million in Q2. As of January 31, 2013, our backlog was $126.4 million compared to $153.9 million at year end and $126.3 million at January 31, 2012. Our current backlog includes $4.5 million of orders related to our BFT-1 sustainment activities. Now let me turn to our balance sheet, which remains very strong. As of January 31, 2013, we had $352.9 million of cash. This cash balance does not reflect the use of approximately $5.7 million of cash for stock repurchases that we made so far in Q3 of fiscal 2013. We generated $11.4 million of positive cash flow from operations during the first 6 months of fiscal 2013, and we expect to generate positive net cash from operating activities for the remainder of fiscal 2013. Finally, I want to highlight a few comments related to our expected fiscal 2013 performance. In light of current market conditions and the timing of expected orders, we do believe it is prudent to provide some comments on Q3. We expect that our sales in Q3 of fiscal 2013 will approximate $70 million, and that our fourth quarter revenue will be near or at the peak for what we achieved in fiscal 2013. As a result of our outlook, we expect that our 3% convertible notes in Q3 will not be dilutive. As such, for income statement modeling purposes, you should consider excluding the shares from your diluted EPS ratio calculation and not adding back the interest expense to the net income. From an EPS perspective, Q3 GAAP diluted EPS is expected to be between $0.03 and $0.05. Of course, this does not reflect any stock repurchases that we may make pursuant to our share repurchase plan or any one-time items. Now let me turn it back to Fred, who will discuss our business strategies and outlook in further detail. Fred?