康姆泰克通讯 2026年季度报告

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Comtech Telecommunications Corp. Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller Large accelerated filer☐Accelerated filerNon-accelerated filer☒Smaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of June11, 2026, the number of outstanding shares of Common Stock, par value $0.10 per share, of the registrant was 29,961,431shares. COMTECH TELECOMMUNICATIONS CORP.INDEX PART I. FINANCIAL INFORMATION Item 1.Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets - April 30, 2026 and July 31, 2025 (Unaudited)2Condensed Consolidated Statements of Operations - Three and Nine Months EndedApril 30, 2026and 2025 (Unaudited)3 PART II. OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures (1)General The accompanyingCondensed Consolidated Financial Statementsof Comtech Telecommunications Corp. and its subsidiaries("Comtech," "we," "us," or "our") as of and for the three and nine months ended April 30, 2026 and 2025 are unaudited. In theopinion of management, the information furnished reflects all material adjustments (which include normal recurring The preparation of ourCondensed Consolidated Financial Statementsin conformity with accounting principles generallyaccepted in the United States of America requires us to make estimates and assumptions that affect the reported amount of OurCondensed Consolidated Financial Statementsshould be read in conjunction with our audited consolidated financialstatements, filed with the Securities and Exchange Commission ("SEC"), for the fiscal year ended July31, 2025 and the notes Certain reclassifications have been made to previously reported condensed consolidated financial statements to conform to As discussed in more detail below and in a Current Report on Form 8-K filed by us with the SEC on June 15, 2026,subsequent to quarter end, on June 14, 2026, we entered into a transaction to sell most of Comtech's Satellite and SpaceCommunications ("S&S") business to an affiliate of Gilat Satellite Networks Ltd. As the criteria for reporting the portion ofthe S&S business being sold as "held for sale" was not met as of April 30, 2026, theCondensed Consolidated FinancialStatementsas of and for the three and nine months ended April 30, 2026 and 2025 reflect the portion of the S&S business Subsequent Events Sale of Most of Satellite and Space Communications BusinessOn June 14, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”), with Wavestream Corporation (the “Buyer”), an affiliate of Gilat Satellite Networks Ltd (the “Buyer Parent”), under which the Buyer agreed toacquire the ownership interests of certain of our subsidiaries comprising most of our S&S business. The transaction providesfor a base purchase price in cash of $157,500,000, of which $10,000,000 (the "Advance Payment") was payable uponexecution of the Purchase Agreement. The closing is subject to customary adjustments for the acquired entities’ cash,indebtedness, net working capital and transaction expenses as of the closing, as well as customary regulatory and otherclosing conditions, including the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, asamended ("HSR") and the Committee on Foreign Investment in the United States ("CFIUS") having been expired orterminated. If the Purchase Agreement is terminated under specified circumstances, we may retain the Advance Payment as In accordance with our existing credit facilities, we will use 65% of the net proceeds from the sale of most of S&S' businessto prepay the majority of our Credit Facility, with the remaining 35% to prepay subordinated debt