Michael D. Porcelain
Analyst · NOBLE Capital. Please go ahead
Thanks. As Fred stated, COVID-19 was present right from the start of our third quarter. And as a result, we experienced significant order delays, lower sales and implemented a variety of cost-saving measures. Let me give you some detailed color by segment and product line of what is happening. Our Commercial Solutions segment achieved a book-to-bill ratio of 0.73 or bookings of $57.4 million. Net sales in this segment were $78.3 million this quarter compared to $89.6 million last year, a decrease of 12.6%. Here, you can see that our satellite ground station technology product line which has historically required significant in-person meetings to generate new business and finalized sales orders has been most impacted by restrictions on business travel. With our recent deployment of new video sales channel methods and the partial resumption of business activities in some places around the world, we believe this product line has started to slowly recover as we enter Q4. Importantly, we have been awarded multiple satellite ground station technology solution contracts to support several U.S. Department of Defense end customers, and we have received initial funding for these critical projects that we expect will generate revenues for 2021 and for several years beyond. Although our U.S. government business was always important, given the increased uncertainty of the international business and commercial markets right now, it is even more so. Here, we are well positioned and recently announced two contracts. First, we announced a $1.7 million order for engineering services to support the Data Link Modernization or DLM contract by providing new advanced Satcom systems for the U.S. Army’s Gray Eagle Unmanned Aircraft System. Under the development and prototype phase, we will provide advanced engineering services, including porting of waveforms to the prime’s airborne and ground-based satellite modems and supporting the stringent Army Cyber Security requirements. We believe this program will generate double-digit millions across a number of years, once hardware and the customer are ready for installation, which could begin to happen in fiscal 2021. Second, we were awarded a $4.7 million contract for engineering services from a large prime contractor to support a critical Air Force and Army anti-jam modem or A3M program under the U.S. Space Force’s Space and Missile Systems Center. Our equipment when delivered will provide the Air Force and Army with a secure wideband anti-jam satellite communication terminal modem for tactical satellite communication operations. In addition, it will support the U.S. Space Force’s Space and Missile Systems Center protected tactical waveform technology. And anti-jam capability operating on military satellite communication terminals through the Wideband Global Satcom constellation. The prime contractor, who was our customer, was awarded a five-year, 500 million ceiling, indefinite delivery, indefinite quantity contract. The prime received an initial delivery order in excess of $30 million for the development and prototype phase. Comtech will be a key subcontractor to this prime, providing both engineering and hardware services. Like the A3M contract I discussed, once development is completed, we expect to also receive significant multimillion hardware production orders in the future. In addition to good visibility from our U.S. government satellite ground station business, we believe things are pretty good with our Commercial Solutions segment’s portfolio of 911 in location-based technologies. Although we have experienced some order and contract finalization delays for new 911 in location projects, we do believe that the pandemic has only heightened the importance of our solutions. In fact, during the peak of the pandemic crisis, our secure highly reliable communication solutions saw unprecedented demand. During the months of March and April and continuing into May, our network supported over 400 million text messages per hour, which is over two-times normal usage. Comtech has aligned itself with the FCC’s Keep Americans Connected pledge and has agreed to provide our mobile network operator partners with ongoing and additional access to SMS text messaging at no cost, ensuring that Americans did not lose their mobile connectivity as a result of these exceptional circumstances. This decision did cost us a few million dollars of profit in 2020, but we felt it was the right thing to do, and in the long run, fostered better relationships with our partners and help highlight the need for our critical technologies and reliability of our solutions. As it relates to our Next Generation 911 technologies, we believe that demand for our solution remains strong, and we are in the process of finalizing a number of large multiyear projects and remain optimistic that we will announce them soon. We continue to expand our 911 product leadership. And during the quarter, we announced and closed on an acquisition of NG911, Inc, a pioneer in providing Next Generation 911 solutions to public safety agencies in the Midwest. NG911 was a small distributor based in Illinois, Iowa and Missouri, and maintain key customer relationships and local know-how. We knew NG911 a long time, as they previously partnered with Solacom. Given certain customers’ desire to have more support and the need to buy more product, we purchased them for less than a few million dollars. Right after we purchased NG911, we were able to secure several multiyear contracts valued at more than $15 million to deploy new call handling solutions in the Midwest. We absolutely think NG911 was a smart investment. During the quarter, we also announced that we were awarded a five-year contract valued at $9.1 million from a U.S. Tier 1 mobile network operator for 5G virtual mobile location-based technology solutions, including Public Safety applications. This $9.1 million contract win is highly strategic, as it further positions Comtech as a leading supplier of location-based platforms, which is a key enabler for 5G. You may recall that for more than one year, we have been repositioning this product line to focus on what we do best, and we believe this contract win provides tangible evidence of the success of our strategy. We are working with at least one other major U.S. carrier and hope to announce another award soon. We believe there are more opportunities for us, not only in the United States but worldwide. Since our 5G location platform is fully virtualized, cloud-native and compliant with almost all major industry standards, it is ready for adoption, not only in test environments, but the real world. As such, we are well positioned with mobile network operators on a global basis to help them build and operate their 5G networks. In fact, we believe there are at least 35 other mobile network operators that can benefit directly from our technology and our focusing business activities in this area. Our repositioned location-based product line also enables public safety to support new applications and use cases that 5G is creating today, and we ultimately expect to significantly benefit as 5G is adopted. All in all, we believe our public safety and location technology products will benefit from strong customer relationships, a good base of backlog and growing opportunities. End market conditions, while competitive and subject to state government funding for NG911, we believe, remains healthy. Now, let me turn to our Government Solutions segment. Here, net sales were $56.8 million in Q3 and were lower as compared to last year, largely due to the timing and performance on orders related to our $98.6 million U.S. Army global field support contract and satellite tracking antennas and high reliability satellite-based space components. Although this segment did experience Q3 order and shipment delays, as a result of the corona pandemic, demand for almost all of our government solution remains strong. In fact, our Government Solutions segment achieved a book-to-bill ratio of 1.41 or bookings of 80.1 million. In particular, we saw strength in VSAT equipment that we sold to the U.S. government, and we also saw orders for ongoing sustainment services for several critical programs, including the SNAP and BFT-1 programs. In addition, we continue to support the U.S. government cybersecurity posture. And during Q3, received large orders for its Joint Cyber Analysis Course with JCAC training solutions. We are continuing to make significant efforts to win multi-year awards for several large opportunities with the DoD, that, we believe, bode well for the future. As many of you know, there is increased attention on space, and NASA is focused on going to the moon by 2024. In this regard, we are proud that we can support this effort. In fact, just yesterday, we announced that during our third quarter, we were awarded a $12.6 million contract from a major U.S. subcontractor for the supply of EEE space components to be utilized on NASA’s Artemis rocket launch program. This program is intended to help NASA carry the first women and next man to the moon by 2024. We are excited to be part of this important program and expect more follow-on orders in the future. In addition, as Fred mentioned, we announced a Comtech COMET, the world’s smallest over-the-horizon microwave terminal and received an initial order from the U.S. special operations command. The Comtech COMET is the first rapid, deployable, low power, airline checkable over-the-horizon communication terminal which uniquely addresses the Solacom’s community concern of low probability of intercept and low probability of detection, while providing high reliable, mission essential communication. Given our success with the U.S. Marine’s troposcatter program, we are very excited about this new product, and we look forward to receiving additional orders in 2021 from both of these customers. Finally, during Q3, we mostly completed the integration of CGC Technology Limited. CGC, which is based in the United Kingdom, is a leading provider of high-precision, full-motion fixed and mobile X/Y satellite tracking antennas. Although very small in revenues today, this acquisition adds another growth dynamic to Comtech and we are working with several top- tier European aerospace companies and other government entities, in particular, in the LEO and MEO’s satellite space. All in all, although sales in this segment can be lumpy and difficult to project, we do believe our Government Solutions segment is well positioned for 2021. Now, let me give you an acquisition update. First, let me start with UHP, which we first announced in November 2019. UHP Networks is a leading provider of innovative and disruptive satellite ground station technology solutions. The UHP business, although impacted by the coronavirus remains a healthy business. In fact, UHP announced this afternoon that it completed its fiscal year ended April 2020 with record revenue and record profits. Nevertheless, given overall changes in business conditions and the economy, we were able to amend our agreement with UHP. Specifically, UHP agreed to reduce the purchase price from $50 million to $38 million, which reflects a 24% price reduction. Additionally, of the original $50 million deal, at least $35 million was payable in cash. In order to provide more balance sheet flexibility to Comtech, our amended agreement now allows us to pay only $5 million in cash with the remainder in cash or stock or a combination at our option when we close. The UHP transaction remains subject to customary closing conditions, including necessary regulatory approval in Russia. I can tell you that we were very pleased that we were able to reach an amended agreement with UHP. I cannot wait for them to be on board, and we look forward to attacking the market together. Now, let me turn to Gilat. As most of you know, Gilat provides satellite networking technology solutions and services, with a presence in the satellite ground station and in-flight connectivity markets and expertise in operating large network infrastructures. Let me provide you with some comments relating to Gilat’s business and the acquisition status. As Gilat remains a public company, I will simply repeat information that Gilat itself has publicly reported about its financial results, including in a press release, that was issued today. The coronavirus in Gilat’s own words has significantly impacted the travel and aviation markets that it is in and has resulted in a slowdown in their business. They have experienced postponed orders and suspended decision-making by customers. Gilat experienced a reduction in Q1 2020 sales as compared to Q1 of fiscal 2019, and they incurred an operating and adjusted EBITDA loss for Q1 of fiscal 2020, which runs from January to March 2020. One of the conditions to close the Gilat transaction is regulatory approval in Russia. Here, we can provide an update. In May 2020, Comtech received notification from the Federal Antimonopoly Service or FAS of the Russian Federation that it was extending the review period for Comtech’s application to purchase Gilat. This extension is intended to allow the Russian government sufficient time to determine under the Russian Federal Investment Law, whether approval of the Gilat transaction is required from the Chairman, from the Russian Government Commission for supervising foreign investments. The Russian Government Commission is an interagency group with the authority to review certain foreign investments. Here, let me give you some more color. If the Chairman decides a review, but the commission is not warranted, our application will continue to be processed by the Russian Federal Antimonopoly Service or FAS. If the Chairman decides a review, but the commission is not warranted, our application will continue to be processed by the Russian Federal Antimonopoly Service or FAS. If the Chairman decides to send it to the commission, we will need to fill out a second application, and this process could take a number of months. I want to point out that given this regulatory process is ongoing and Gilat remains a public company, we will not be making additional comments relating to this regulatory process or regarding other conditions to closing of the Gilat transaction. We will, however, update investors as appropriate. Now, let me turn it back to Fred, who will provide some closing remarks.