Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2017 | Mar. 02, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2017 | |
Current Fiscal Year End Date | --07-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Entity Registrant Name | COMTECH TELECOMMUNICATIONS CORP /DE/ | |
Entity Central Index Key | 23,197 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 23,553,159 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 63,144,000 | $ 66,805,000 |
Accounts receivable, net | 125,545,000 | 150,967,000 |
Inventories, net | 71,168,000 | 71,354,000 |
Prepaid expenses and other current assets | 18,638,000 | 14,513,000 |
Total current assets | 278,495,000 | 303,639,000 |
Property, plant and equipment, net | 35,759,000 | 38,667,000 |
Goodwill | 290,633,000 | 287,618,000 |
Intangibles with finite lives, net | 272,607,000 | 284,694,000 |
Deferred financing costs, net | 2,946,000 | 3,309,000 |
Other assets, net | 3,068,000 | 3,269,000 |
Total assets | 883,508,000 | 921,196,000 |
Current liabilities: | ||
Accounts payable | 24,807,000 | 33,462,000 |
Accrued expenses and other current liabilities | 88,795,000 | 98,034,000 |
Dividends payable | 2,343,000 | 7,005,000 |
Customer advances and deposits | 23,714,000 | 29,665,000 |
Current portion of long-term debt | 13,281,000 | 11,067,000 |
Current portion of capital lease obligations | 3,064,000 | 3,592,000 |
Interest payable | 850,000 | 1,321,000 |
Total current liabilities | 156,854,000 | 184,146,000 |
Non-current portion of long-term debt, net | 229,834,000 | 239,969,000 |
Non-current portion of capital lease obligations | 2,696,000 | 4,021,000 |
Income taxes payable | 3,012,000 | 2,992,000 |
Deferred tax liability, net | 12,479,000 | 9,798,000 |
Customer advances and deposits, non-current | 8,726,000 | 5,764,000 |
Other liabilities | 3,448,000 | 4,105,000 |
Total liabilities | 417,049,000 | 450,795,000 |
Commitments and contingencies (See Note 19) | ||
Stockholders’ equity: | ||
Preferred stock, par value $.10 per share; shares authorized and unissued 2,000,000 | 0 | 0 |
Common stock, par value $.10 per share; authorized 100,000,000 shares; issued 38,586,476 shares and 38,367,997 shares at January 31, 2017 and July 31, 2016, respectively | 3,859,000 | 3,837,000 |
Additional paid-in capital | 526,267,000 | 524,797,000 |
Retained earnings | 378,182,000 | 383,616,000 |
Stockholders' equity before treasury stock | 908,308,000 | 912,250,000 |
Treasury stock, at cost (15,033,317 shares at January 31, 2017 and July 31, 2016) | (441,849,000) | (441,849,000) |
Total stockholders’ equity | 466,459,000 | 470,401,000 |
Total liabilities and stockholders’ equity | $ 883,508,000 | $ 921,196,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2017 | Jul. 31, 2016 |
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 38,586,476 | 38,367,997 |
Treasury stock, shares (in shares) | 15,033,317 | 15,033,317 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 139,028,000 | $ 70,323,000 | $ 274,814,000 | $ 134,440,000 |
Cost of sales | 85,824,000 | 40,885,000 | 169,502,000 | 76,800,000 |
Gross profit | 53,204,000 | 29,438,000 | 105,312,000 | 57,640,000 |
Expenses: | ||||
Selling, general and administrative | 30,988,000 | 17,390,000 | 63,673,000 | 34,108,000 |
Research and development | 13,314,000 | 7,663,000 | 27,410,000 | 15,603,000 |
Settlement of intellectual property litigation | (9,979,000) | 0 | (9,979,000) | 0 |
Amortization of intangibles | 6,032,000 | 1,196,000 | 12,087,000 | 2,572,000 |
Total operating expenses | 40,355,000 | 26,249,000 | 93,191,000 | 52,283,000 |
Operating income | 12,849,000 | 3,189,000 | 12,121,000 | 5,357,000 |
Other expenses (income): | ||||
Interest expense and other | 2,852,000 | 73,000 | 6,177,000 | 148,000 |
Interest income and other | (74,000) | (110,000) | (76,000) | (222,000) |
Income before provision for income taxes | 10,071,000 | 3,226,000 | 6,020,000 | 5,431,000 |
Provision for income taxes | 3,486,000 | 750,000 | 1,924,000 | 1,516,000 |
Net income | $ 6,585,000 | $ 2,476,000 | $ 4,096,000 | $ 3,915,000 |
Net income per share (See Note 5): | ||||
Basic (in dollars per share) | $ 0.28 | $ 0.15 | $ 0.17 | $ 0.24 |
Diluted (in dollars per share) | $ 0.28 | $ 0.15 | $ 0.17 | $ 0.24 |
Weighted average number of common shares outstanding – basic (in shares) | 23,428,000 | 16,186,000 | 23,406,000 | 16,178,000 |
Weighted average number of common and common equivalent shares outstanding – diluted (in shares) | 23,445,000 | 16,205,000 | 23,427,000 | 16,201,000 |
Dividends declared per issued and outstanding common share as of the applicable dividend record date (in dollars per share) | $ 0.1 | $ 0.3 | $ 0.4 | $ 0.6 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] |
Beginning balance at Jul. 31, 2015 | $ 401,409,000 | $ 3,117,000 | $ 427,083,000 | $ 413,058,000 | $ (441,849,000) |
Common stock, beginning balance (in shares) at Jul. 31, 2015 | 31,165,401 | ||||
Treasury stock, beginning balance (in shares) at Jul. 31, 2015 | 15,033,317 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-classified stock award compensation | 2,084,000 | 2,084,000 | |||
Proceeds from issuance of employee stock purchase plan shares | 348,000 | $ 2,000 | 346,000 | ||
Proceeds from issuance of employee stock purchase plan shares (in shares) | 20,131 | ||||
Common stock issued for net settlement of stock-based awards | (73,000) | $ 1,000 | (74,000) | ||
Common stock issued for net settlement of stock-based awards (in shares) | 9,925 | ||||
Cash dividends declared, net | (9,692,000) | (9,692,000) | |||
Accrual of dividend equivalents, net of reversal | (41,000) | (41,000) | |||
Net income tax shortfall from settlement of stock-based awards | (43,000) | (43,000) | |||
Reversal of deferred tax assets associated with expired and unexercised stock-based awards | (35,000) | (35,000) | |||
Net income | 3,915,000 | 3,915,000 | |||
Ending balance at Jan. 31, 2016 | 397,872,000 | $ 3,120,000 | 429,361,000 | 407,240,000 | $ (441,849,000) |
Common stock, ending balance (in shares) at Jan. 31, 2016 | 31,195,457 | ||||
Treasury stock, ending balance (in shares) at Jan. 31, 2016 | 15,033,317 | ||||
Beginning balance at Jul. 31, 2016 | $ 470,401,000 | $ 3,837,000 | 524,797,000 | 383,616,000 | $ (441,849,000) |
Common stock, beginning balance (in shares) at Jul. 31, 2016 | 38,367,997 | 38,367,997 | |||
Treasury stock, beginning balance (in shares) at Jul. 31, 2016 | 15,033,317 | 15,033,317 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-classified stock award compensation | $ 1,989,000 | 1,989,000 | |||
Proceeds from issuance of employee stock purchase plan shares | 348,000 | $ 3,000 | 345,000 | ||
Proceeds from issuance of employee stock purchase plan shares (in shares) | 33,226 | ||||
Issuance of restricted stock | 0 | $ 15,000 | (15,000) | ||
Issuance of restricted stock (in shares) | 144,899 | ||||
Common stock issued for net settlement of stock-based awards | (244,000) | $ 4,000 | (248,000) | ||
Common stock issued for net settlement of stock-based awards (in shares) | 40,354 | ||||
Cash dividends declared, net | (9,351,000) | (9,351,000) | |||
Accrual of dividend equivalents, net of reversal | (179,000) | (179,000) | |||
Net income tax shortfall from settlement of stock-based awards | (257,000) | (257,000) | |||
Reversal of deferred tax assets associated with expired and unexercised stock-based awards | (344,000) | (344,000) | |||
Net income | 4,096,000 | 4,096,000 | |||
Ending balance at Jan. 31, 2017 | $ 466,459,000 | $ 3,859,000 | $ 526,267,000 | $ 378,182,000 | $ (441,849,000) |
Common stock, ending balance (in shares) at Jan. 31, 2017 | 38,586,476 | 38,586,476 | |||
Treasury stock, ending balance (in shares) at Jan. 31, 2017 | 15,033,317 | 15,033,317 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 4,096,000 | $ 3,915,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property, plant and equipment | 7,317,000 | 2,996,000 |
Amortization of intangible assets with finite lives | 12,087,000 | 2,572,000 |
Amortization of stock-based compensation | 1,989,000 | 2,125,000 |
Amortization of deferred financing costs | 968,000 | 0 |
Settlement of intellectual property litigation | (9,979,000) | 0 |
Gain on disposal of property, plant and equipment | (146,000) | (2,000) |
Provision for allowance for doubtful accounts | 433,000 | 520,000 |
Provision for excess and obsolete inventory | 1,061,000 | 1,294,000 |
Excess income tax benefit from stock-based award exercises | (61,000) | (5,000) |
Deferred income tax expense (benefit) | 4,307,000 | (2,479,000) |
Changes in assets and liabilities, net of effects of business acquisition: | ||
Accounts receivable | 24,989,000 | 14,986,000 |
Inventories | (875,000) | 2,369,000 |
Prepaid expenses and other current assets | 409,000 | 1,836,000 |
Other assets | 201,000 | 11,000 |
Accounts payable | (8,572,000) | 2,555,000 |
Accrued expenses and other current liabilities | (4,126,000) | (484,000) |
Customer advances and deposits | (2,989,000) | (8,112,000) |
Other liabilities, non-current | (749,000) | (269,000) |
Interest payable | (471,000) | 0 |
Income taxes payable | (4,525,000) | (436,000) |
Net cash provided by operating activities | 25,364,000 | 23,392,000 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (4,147,000) | (1,463,000) |
Net cash used in investing activities | (4,147,000) | (1,463,000) |
Cash flows from financing activities: | ||
Repayment of long-term debt under Term Loan Facility | (4,427,000) | 0 |
Net payments under Revolving Loan Facility | (4,100,000) | 0 |
Repayment of principal amounts under capital lease obligations | (1,853,000) | 0 |
Cash dividends paid | (14,177,000) | (9,691,000) |
Payment of issuance costs related to equity offering | (626,000) | (78,000) |
Payment of deferred financing costs | (104,000) | 0 |
Proceeds from issuance of employee stock purchase plan shares | 348,000 | 348,000 |
Excess income tax benefit from stock-based award exercises | 61,000 | 5,000 |
Net cash used in financing activities | (24,878,000) | (9,416,000) |
Net (decrease) increase in cash and cash equivalents | (3,661,000) | 12,513,000 |
Cash and cash equivalents at beginning of period | 66,805,000 | 150,953,000 |
Cash and cash equivalents at end of period | 63,144,000 | 163,466,000 |
Cash paid during the period for: | ||
Interest | 5,538,000 | 0 |
Income taxes | 2,143,000 | 4,431,000 |
Non-cash investing and financing activities: | ||
Cash dividends declared but unpaid (including accrual of dividend equivalents) | 2,522,000 | 5,206,000 |
Accrued additions to property, plant and equipment | 1,147,000 | 0 |
Issuance of restricted stock | 15,000 | 0 |
Accrued Deferred Financing Costs | 0 | 759,000 |
Accrued Shelf Registration Costs | $ 0 | $ 235,000 |
Acquisition
Acquisition | 6 Months Ended |
Jan. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On February 23, 2016 , we completed the acquisition of TeleCommunication Systems, Inc. ("TCS"), pursuant to the Agreement and Plan of Merger, dated as of November 22, 2015 (the “Merger Agreement”), among Comtech, TCS and Typhoon Acquisition Corp., a Maryland corporation and a direct, wholly owned subsidiary of Comtech (“Merger Sub”). TCS is a leading provider of commercial solutions such as public safety systems and enterprise application technologies and government solutions such as command and control (also known as Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (“C4ISR”) applications). The TCS acquisition resulted in Comtech entering complementary markets and expanding our domestic and international commercial offerings. TCS is now a wholly-owned subsidiary of Comtech. The acquisition has an aggregate purchase price for accounting purposes of $340,432,000 (also referred to as the transaction equity value) and an enterprise value of $423,629,000 . The fair value of consideration transferred in connection with the TCS acquisition was $280,535,000 in cash, which is net of $59,897,000 of cash acquired. We funded the acquisition (including approximately $48,000,000 of transaction and merger related expenditures) and repaid $134,101,000 of debt assumed in connection with the acquisition by redeploying a significant amount of our combined cash and cash equivalents, with the remaining funds coming from a $400,000,000 Secured Credit Facility (the "Secured Credit Facility"), which is discussed further in Note (10) - " Secured Credit Facility. " We have incurred transaction and merger related expenditures totaling $48,000,000 , which includes significant amounts for: (i) change-in-control payments, (ii) severance, (iii) costs associated with establishing our Secured Credit Facility and equity offering, and (iv) professional fees for financial and legal advisors for both Comtech and TCS. Through January 31, 2017 , acquisition plan expenses were $21,276,000 and primarily related to the TCS acquisition. The remaining transaction and merger related expenditures have been accounted for by TCS prior to being acquired by Comtech or have been capitalized (such as deferred financing costs) or recorded as a reduction to additional paid-in capital (such as issuance costs related to our June 2016 equity offering) on our Condensed Consolidated Balance Sheet. There were no transaction and merger related expenses during the three and six months ended January 31, 2017 . There were $2,337,000 and $3,729,000 , respectively, of transaction and merger related expenses recorded during the three and six months ended January 31, 2016 . Our condensed consolidated financial results for the three and six months ended January 31, 2017 include $75,885,000 and $153,885,000 , respectively, of net sales from TCS operations. We are accounting for the TCS acquisition under the acquisition method of accounting in accordance with FASB ASC 805, "Business Combinations." The purchase price was allocated to the assets acquired and liabilities assumed, based on their fair value at February 23, 2016 , pursuant to the business combination accounting rules. Acquisition-related transaction costs are not included as components of consideration transferred but are expensed in the period incurred. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in connection with the TCS acquisition: Purchase Price Allocation (1) Measurement Period Adjustments (2) Purchase Price Allocation (as adjusted) Shares of TCS common stock purchased $ 318,605,000 — 318,605,000 Stock-based awards settled 21,827,000 — 21,827,000 Aggregate purchase price at fair value $ 340,432,000 — 340,432,000 Allocation of aggregate purchase price: Cash and cash equivalents $ 59,897,000 — 59,897,000 Current assets 115,996,000 (83,000 ) 115,913,000 Deferred tax assets, net, non-current 83,431,000 2,059,000 85,490,000 Property, plant and equipment 25,689,000 — 25,689,000 Other assets, non-current 2,641,000 — 2,641,000 Current liabilities (excluding interest accrued on debt) (119,756,000 ) (4,200,000 ) (123,956,000 ) Debt (including interest accrued) (134,101,000 ) — (134,101,000 ) Capital lease obligations (8,993,000 ) — (8,993,000 ) Other liabilities (9,156,000 ) — (9,156,000 ) Net tangible assets at fair value $ 15,648,000 (2,224,000 ) 13,424,000 Identifiable intangible assets, deferred taxes and goodwill: Estimated Useful Lives Customer relationships and backlog $ 223,100,000 — 223,100,000 21 years Trade names 20,000,000 — 20,000,000 10 to 20 years Technology 35,000,000 — 35,000,000 5 to 15 years Deferred tax liabilities (104,371,000 ) — (104,371,000 ) Goodwill 151,055,000 2,224,000 153,279,000 Indefinite Allocation of aggregate purchase price $ 340,432,000 — 340,432,000 (1) As reported in the Company's Quarterly Report on Form 10-Q for the three months ended October 31, 2016. (2) Principally relates to the finalization of: (i) the estimated fair value of TCS's 911 call handling software warranty obligations; (ii) TCS's income tax returns for the pre-acquisition period which began January 1, 2016 and ended February 23, 2016; and (iii) the related adjustments to deferred income taxes. These measurement period adjustments were recorded to reflect final determinations of estimated fair values of the assets acquired and the liabilities assumed in connection with the TCS acquisition based on facts and circumstances that existed as of the acquisition date. The purchase price allocation shown in the above table includes the estimated fair value of contingent liabilities associated with TCS's intellectual property matters and the warranty obligations for TCS's 911 call handling software, which are discussed in more detail in Note (19) - " Legal Proceedings and Other Matters " and Note (8) - " Accrued Expenses and Other Current Liabilities, " respectively. These estimated fair values reflect market participant assumptions, as required by FASB ASC 850 "Business Combinations," and do not reflect our settlement position or amounts we actually may pay. The acquired identifiable intangible assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. The fair value of technologies and trade names was based on the discounted capitalization of royalty expense saved because we now own the assets. The estimated fair value of customer relationships and backlog was primarily based on the value of the discounted cash flows that the related intangible asset could be expected to generate in the future. Among the factors contributing to the recognition of goodwill, as a component of the purchase price allocation, were synergies in products and technologies and the addition of a skilled, assembled workforce. This goodwill has been assigned to our Government Solutions and Commercial Solutions segments based on specific identification and, while generally not deductible for income tax purposes, certain goodwill related to previous business combinations by TCS will be deductible for income tax purposes. |
General
General | 6 Months Ended |
Jan. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General The accompanying condensed consolidated financial statements of Comtech Telecommunications Corp. and its subsidiaries (“Comtech,” “we,” “us,” or “our”) as of and for the three and six months ended January 31, 2017 and for the three and six months ended January 31, 2016 are unaudited. In the opinion of management, the information furnished reflects all material adjustments (which include normal recurring adjustments) necessary for a fair presentation of the results for the unaudited interim periods. Our results of operations for such periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, and the reported amounts of net sales and expenses during the reported period. Actual results may differ from those estimates. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements, filed with the Securities and Exchange Commission (“SEC”), for the fiscal year ended July 31, 2016 and the notes thereto contained in our Annual Report on Form 10-K, and all of our other filings with the SEC. As disclosed in more detail in our Annual Report on Form 10-K for the fiscal year ended July 31, 2016 and " Notes to Condensed Consolidated Financial Statements - Note (15) - Segment Information ," beginning with our third quarter of fiscal 2016, we began managing our business in two reportable segments: Commercial Solutions and Government Solutions. Accordingly, certain prior period amounts have been reclassified to conform to current period presentation. We had previously reported three reportable segments: Telecommunications Transmission, RF Microwave Amplifiers and Mobile Data Communications. |
Adoption of Accounting Standard
Adoption of Accounting Standards and Updates | 6 Months Ended |
Jan. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Adoption of Accounting Standards and Updates | Adoption of Accounting Standards and Updates We are required to prepare our condensed consolidated financial statements in accordance with the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) which is the source for all authoritative U.S. generally accepted accounting principles, which are commonly referred to as “GAAP.” The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates (“ASUs”). During the six months ended January 31, 2017 , we adopted: • FASB ASU No. 2014-12, issued in June 2014, which requires that a performance target which affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Our adoption of this FASB ASU did not impact our condensed consolidated financial statements or disclosures. • FASB ASU No. 2014-15, issued in August 2014, which provides guidance about management's responsibility to evaluate whether there is a substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Our adoption of this ASU did not impact our condensed consolidated financial statements or disclosures. • FASB ASU No. 2015-11, issued in July 2015, which simplifies the guidance on the subsequent measurement of inventory other than inventory measured using the last-in, first out or the retail inventory method. This ASU requires in-scope inventory to be subsequently measured at the lower of cost and net realizable value, the latter of which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2016-07, issued in March 2016, which eliminates the requirement to retroactively adopt the equity method of accounting for an investment as a result of an increase in the level of ownership interest or degree of influence. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2016-17, issued in October 2016, which amends the consolidation guidance on how a reporting entity (that is the single decision maker of a Variable Interest Entity (“VIE”)) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2016-18, issued in November 2016, which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2017-01, issued in January 2017, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 6 Months Ended |
Jan. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments FASB ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, using the fair value hierarchy described in FASB ASC 820, we valued our cash and cash equivalents using Level 1 inputs that were based on quoted market prices. We believe that the carrying amounts of our other current financial assets and liabilities, including accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to their short-term maturities. The fair value of the non-current portion of our Secured Credit Facility as of January 31, 2017 approximates its carrying amount due to its variable interest rate and pricing grid that is dependent upon our leverage ratio as of the end of each fiscal quarter. We believe the fair value of our non-current portion of capital lease obligations, which currently has a blended interest rate of 5.4% , would not be materially different than its $2,696,000 carrying value as of January 31, 2017 . As of January 31, 2017 and July 31, 2016 , other than the financial instruments discussed above, we had no other significant assets or liabilities included in our Condensed Consolidated Balance Sheets recorded at fair value, as such term is defined by FASB ASC 820. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jan. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Our basic earnings per share (“EPS”) is computed based on the weighted average number of common shares (including vested but unissued stock units, share units, performance shares and restricted stock units ("RSUs")), outstanding during each respective period. Our diluted EPS reflects the dilution from potential common stock issuable pursuant to the exercise of equity-classified stock-based awards, if dilutive, outstanding during each respective period. Pursuant to FASB ASC 260, "Earnings Per Share," equity-classified stock-based awards that are subject to performance conditions are not considered in our diluted EPS calculations until the respective performance conditions have been satisfied. When calculating our diluted earnings per share, we consider (i) the amount an employee must pay upon assumed exercise of stock-based awards; (ii) the amount of stock-based compensation cost attributed to future services and not yet recognized; and (iii) the amount of excess tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of in-the-money stock-based awards. This excess tax benefit is the amount resulting from a tax deduction for compensation in excess of compensation expense recognized for financial reporting purposes. There were no repurchases of our common stock during the six months ended January 31, 2017 and 2016 . Weighted average stock options, RSUs and restricted stock outstanding of 2,173,000 and 2,369,000 for the three months ended January 31, 2017 and 2016 , respectively, and 2,305,000 and 2,367,000 for the six months ended January 31, 2017 and 2016 , respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Our EPS calculations exclude 237,000 and 144,000 weighted average performance shares outstanding for the three months ended January 31, 2017 and 2016 , respectively, and 229,000 and 143,000 weighted average performance shares outstanding for the six months ended January 31, 2017 and 2016 , respectively, as the performance conditions have not yet been satisfied. However, the compensation expense related to these awards is included in net income (the numerator) for EPS calculations for each respective period. The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations: Three months ended January 31, Six months ended January 31, 2017 2016 2017 2016 Numerator: Net income for basic calculation $ 6,585,000 2,476,000 4,096,000 3,915,000 Numerator for diluted calculation $ 6,585,000 2,476,000 4,096,000 3,915,000 Denominator: Denominator for basic calculation 23,428,000 16,186,000 23,406,000 16,178,000 Effect of dilutive securities: Stock-based awards 17,000 19,000 21,000 23,000 Denominator for diluted calculation 23,445,000 16,205,000 23,427,000 16,201,000 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jan. 31, 2017 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consist of the following at: January 31, 2017 July 31, 2016 Billed receivables from commercial and international customers $ 73,002,000 90,185,000 Unbilled receivables from commercial and international customers 23,405,000 19,333,000 Billed receivables from the U.S. government and its agencies 16,958,000 21,465,000 Unbilled receivables from the U.S. government and its agencies 13,642,000 21,013,000 Total accounts receivable 127,007,000 151,996,000 Less allowance for doubtful accounts 1,462,000 1,029,000 Accounts receivable, net $ 125,545,000 150,967,000 Unbilled receivables relate to contracts-in-progress for which revenue has been recognized but we have not yet billed the customer for work performed. We had $118,000 of retainage included in unbilled receivables at both January 31, 2017 and July 31, 2016 and management estimates that substantially all of the total unbilled receivables at January 31, 2017 will be billed and collected within one year. Of the unbilled receivables from commercial and international customers at January 31, 2017 and July 31, 2016 , approximately $3,860,000 and $6,070,000 , respectively, relates to a large over-the-horizon microwave system contract with our large U.S. prime contractor customer (all of which related to our North African country end-customer). As of January 31, 2017 , the U.S. government (and its agencies) and Verizon Communications Inc. (through various divisions) represented 24.1% and 11.7% , respectively, of total accounts receivable. As of July 31, 2016 , except for the U.S. government (and its agencies), which represented 27.9% of total accounts receivable, there were no other customers which accounted for greater than 10.0% of total accounts receivable. As of January 31, 2017 and July 31, 2016 , 11.8% and 10.5% , respectively, of our total accounts receivable related to our North African country end customers. |
Inventories
Inventories | 6 Months Ended |
Jan. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at: January 31, 2017 July 31, 2016 Raw materials and components $ 54,913,000 54,723,000 Work-in-process and finished goods 32,027,000 32,829,000 Total inventories 86,940,000 87,552,000 Less reserve for excess and obsolete inventories 15,772,000 16,198,000 Inventories, net $ 71,168,000 71,354,000 As of January 31, 2017 and July 31, 2016 , the amount of inventory directly related to long-term contracts (including contracts-in-progress) was $1,823,000 and $2,896,000 , respectively. As of January 31, 2017 and July 31, 2016 , $1,829,000 and $1,428,000 , respectively, of the inventory balance above related to contracts from third party commercial customers who outsource their manufacturing to us. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jan. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following at: January 31, 2017 July 31, 2016 Accrued wages and benefits $ 23,395,000 23,394,000 Accrued legal costs 19,909,000 32,469,000 Accrued warranty obligations 19,014,000 15,362,000 Accrued acquisition-related costs — 2,119,000 Accrued contract costs 10,687,000 8,348,000 Accrued commissions and royalties 3,233,000 3,473,000 Other 12,557,000 12,869,000 Accrued expenses and other current liabilities $ 88,795,000 98,034,000 Accrued legal costs as of January 31, 2017 and July 31, 2016 include $14,758,000 and $28,112,000 , respectively, related to estimated costs associated with certain TCS intellectual property matters. The amount accrued as of January 31, 2017 does not reflect our settlement position or amounts we actually may pay. Ongoing legal expenses associated with defending these legacy TCS intellectual property legal proceedings and their ultimate resolution could vary and have a material adverse effect on our future consolidated results of operations, financial position or cash flows. TCS intellectual property matters are discussed in more detail in Note (19) - " Legal Proceedings and Other Matters. " Accrued contract costs represent direct and indirect costs on contracts as well as estimates of amounts owed for invoices not yet received from vendors or reflected in accounts payable. Accrued warranty obligations relate to estimated liabilities for warranty coverage that we provide to our customers. We generally provide warranty coverage for some of our products for a period of at least one year from the date of delivery. We record a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Some of our product warranties are provided under long-term contracts, the costs of which are incorporated into our estimates of total contract costs. Accrued warranty obligations include warranty obligations for a TCS 911 call handling software solution that was licensed to customers prior to our acquisition of TCS. During the three months ended January 31, 2017 , we finalized our estimated fair value for this pre-acquisition contingent liability and, as a result, we recorded an increase of $4,200,000 to accrued warranty obligations. In aggregate, $10,595,000 of accrued warranty obligations as of January 31, 2017 related to this contingent liability, net of charges incurred to date. This amount reflects a consideration of contractual obligations as well as an estimate of future costs to resolve software issues. Changes in our product warranty liability during the six months ended January 31, 2017 and 2016 were as follows: Six months ended January 31, 2017 2016 Balance at beginning of period $ 15,362,000 8,638,000 Provision for warranty obligations 3,234,000 2,096,000 Adjustment to TCS pre-acquisition contingent liability 4,200,000 — Charges incurred (3,782,000 ) (2,110,000 ) Balance at end of period $ 19,014,000 8,624,000 |
Radyne Acquisition-Related Rest
Radyne Acquisition-Related Restructuring Plan | 6 Months Ended |
Jan. 31, 2017 | |
Radyne Acquisition Related Restructuring Plan [Abstract] | |
Radyne Acquisition-Related Restructuring Plan | Acquisition-Related Restructuring Plans Radyne In connection with our August 1, 2008 acquisition of Radyne, we adopted a restructuring plan for which we recorded $2,713,000 of estimated restructuring costs. Of this amount, $613,000 related to severance for Radyne employees which was paid in fiscal 2009. The remaining estimated amounts relate to facility exit costs and were determined as follows: At August 1, 2008 Total non-cancelable lease obligations $ 12,741,000 Less: Estimated sublease income 8,600,000 Total net estimated facility exit costs 4,141,000 Less: Interest expense to be accreted 2,041,000 Present value of estimated facility exit costs $ 2,100,000 Our total non-cancelable lease obligations were based on the actual lease term which runs from November 1, 2008 through October 31, 2018 . We estimated sublease income based on (i) the terms of a fully executed sublease agreement that expired on October 31, 2015 , and (ii) our assessment of future uncertainties relating to the commercial real estate market. Based on our assessment of commercial real estate market conditions, we currently believe that it is not probable that we will be able to sublease the facility for the remaining lease term. As such, in accordance with grandfathered accounting standards that were not incorporated into the FASB’s ASC, we recorded these costs, at fair value, as assumed liabilities as of August 1, 2008, with a corresponding increase to goodwill. As of January 31, 2017 , the amount of the acquisition-related restructuring reserve is as follows: Cumulative Present value of estimated facility exit costs at August 1, 2008 $ 2,100,000 Cash payments made (9,795,000 ) Cash payments received 8,600,000 Accreted interest recorded 1,747,000 Liability as of January 31, 2017 2,652,000 Amount recorded as accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet 1,459,000 Amount recorded as other liabilities in the Condensed Consolidated Balance Sheet $ 1,193,000 As of July 31, 2016 , the present value of the estimated facility exit costs was $3,327,000 . During the six months ended January 31, 2017 , we made cash payments of $782,000 . Interest accreted for the three and six months ended January 31, 2017 and 2016 was $51,000 and $107,000 , respectively, and $73,000 and $148,000 , respectively, and is included in interest expense for each respective fiscal period. Future cash payments associated with our restructuring plan are summarized below: As of January 31, 2017 Future lease payments to be made $ 2,652,000 Interest expense to be accreted in future periods 294,000 Total remaining payments $ 2,946,000 TCS In connection with our February 23, 2016 acquisition of TCS, we continue to implement a tactical shift in strategy in our Government Solutions segment and have initiated certain cost reduction actions. To date, we have incurred an immaterial amount of severance and retention costs related to our shift in strategy. |
Secured Credit Facility
Secured Credit Facility | 6 Months Ended |
Jan. 31, 2017 | |
Line of Credit Facility [Abstract] | |
Secured Credit Facility | Secured Credit Facility On February 23, 2016 , in connection with our acquisition of TCS, we entered into a $400,000,000 Secured Credit Facility with a syndicate of lenders. The Secured Credit Facility comprises a senior secured term loan A facility of $250,000,000 (the “Term Loan Facility”) and a secured revolving loan facility of up to $150,000,000 , including a $25,000,000 letter of credit sublimit (the “Revolving Loan Facility”) and, together, with the Term Loan Facility, matures on February 23, 2021. The proceeds of these borrowings were primarily used to finance our acquisition of TCS, including the repayment of certain existing indebtedness of TCS. The Term Loan Facility requires mandatory quarterly repayments. During the six months ended January 31, 2017 , we repaid $4,427,000 principal amount of borrowings under the Term Loan Facility. Under the Revolving Loan Facility, we had outstanding balances ranging from $56,904,000 to $84,904,000 during the six months ended January 31, 2017 . As of January 31, 2017 and July 31, 2016 , amounts outstanding under our Secured Credit Facility, net, were as follows: January 31, 2017 July 31, 2016 Term Loan Facility $ 168,220,000 172,647,000 Less unamortized deferred financing costs related to Term Loan Facility 4,909,000 5,515,000 Term Loan Facility, net 163,311,000 167,132,000 Revolving Loan Facility 79,804,000 83,904,000 Amount outstanding under Secured Credit Facility, net 243,115,000 251,036,000 Less current portion of long-term debt 13,281,000 11,067,000 Non-current portion of long-term debt $ 229,834,000 239,969,000 Interest expense, including amortization of deferred financing costs, recorded during the three and six months ended January 31, 2017 related to the Secured Credit Facility was $2,708,000 and $5,883,000 , respectively, and reflects a blended interest rate of approximately 5.06% and 4.79% , respectively. There was no corresponding interest expense recorded during the three and six months ended January 31, 2016 . At January 31, 2017 , we had $3,690,000 of standby letters of credit outstanding related to our guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit. The Revolving Loan Facility can be used for working capital and other general corporate purposes of the Company, including the issuance of letters of credit. Borrowings under the Secured Credit Facility, pursuant to terms defined in the Secured Credit Facility, shall be either (i) Alternate Base Rate ("ABR") borrowings, which bear interest from the applicable borrowing date at a rate per annum equal to (x) the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% per annum and (c) the Adjusted LIBO Rate on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00% per annum (provided that if the LIBO Rate is less than 1.00% , then the LIBO Rate shall be deemed to be 1.00% ), plus (y) the Applicable Rate, or (ii) Eurodollar borrowings, which bear interest from the applicable borrowing date at a rate per annum equal to (x) the Adjusted LIBO Rate for such interest period (provided that if the LIBO Rate is less than 1.00% , then the LIBO Rate shall be deemed to be 1.00% ) plus (y) the Applicable Rate. The Applicable Rate is determined based on a pricing grid that is dependent upon our leverage ratio as of the end of each fiscal quarter. The Secured Credit Facility contains customary representations, warranties and affirmative covenants and customary negative covenants, subject to negotiated exceptions, on (i) liens, (ii) investments, (iii) indebtedness, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) restricted payments, including stockholder dividends, and (vii) certain other restrictive agreements. The Secured Credit Facility also contains certain financial covenants and customary events of default (subject to grace periods, as appropriate), such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control and the failure to observe the negative covenants and other covenants related to the operation of our business. Our Secured Credit Facility requires that we maintain compliance with various financial covenants, including a maximum Leverage Ratio (which, in simple terms, represents Total Indebtedness less Available Cash (up to $50,000,000 ) divided by the trailing twelve months Consolidated EBITDA, as such terms are defined in the Secured Credit Facility). The definition of Consolidated EBITDA is similar to our Adjusted EBITDA metric (which is fully described in Note (15) - " Segment Information "); however, Adjusted EBITDA is reduced by the favorable adjustment to operating income related to the settlement of a TCS intellectual property matter during the three months ended January 31, 2017 (which is discussed in Note (19) - " Legal Proceedings and Other Matters "). As such, the trailing twelve months Consolidated EBITDA for purposes of our Secured Credit Facility financial covenant calculations is higher by $9,979,000 as compared to the Adjusted EBITDA financial metric presented in our segment disclosures for the same period. During the three months ended January 31, 2017 , our Leverage Ratio was 2.57 x Consolidated EBITDA as compared to a maximum allowable of 3.00 x Consolidated EBITDA. The maximum allowable Leverage Ratio for the third quarter of fiscal 2017 will remain at 3.00 x Consolidated EBITDA and will decrease to 2.75 x Consolidated EBITDA by the end of our fiscal 2017. Given our $63,144,000 of cash and cash equivalents as of January 31, 2017 and our expected fiscal 2017 business performance, we anticipate maintaining compliance with our Leverage Ratio and other covenants in our Secured Credit Facility for at least the remainder of fiscal 2017. We may not be able to maintain compliance with such covenants at all times in the future. Accordingly, in order to obtain increased flexibility and other enhancements, we continue to be actively engaged in substantive discussions with our financial lenders to modify various terms and conditions contained in our Secured Credit Facility. We believe we have good working relationships with our financial lenders and, based on specific feedback we have received, we believe we will be able to obtain modifications and or waivers, if necessary, to remain in compliance with the terms of our Secured Credit Facility. The obligations under the Secured Credit Facility are guaranteed by certain of our domestic subsidiaries (the “Subsidiary Guarantors”). As collateral security for amounts outstanding under our Secured Credit Facility and the guarantees thereof, we and our Subsidiary Guarantors have granted to an administrative agent, for the benefit of the lenders, a lien on, and first priority security interest in, substantially all of our tangible and intangible assets. Capitalized terms used but not defined herein have the meanings set forth for such terms in the credit agreement, dated as of February 23, 2016, pursuant to which the Secured Credit Facility is documented and which has been filed with the SEC. |
Capital Lease Obligations
Capital Lease Obligations | 6 Months Ended |
Jan. 31, 2017 | |
Capital Leases [Abstract] | |
Capital Lease Obligations | Capital Lease Obligations We lease certain equipment under capital leases, the majority of which we assumed in connection with our acquisition of TCS. As of January 31, 2017 and July 31, 2016 , the net book value of the leased assets which collateralize the capital lease obligations was $7,125,000 and $8,698,000 , respectively, and consisted primarily of machinery and equipment. As of January 31, 2017 , our capital lease obligations reflect a blended interest rate of approximately 5.4% . Our capital leases generally contain provisions whereby we can purchase the equipment at the end of the lease for a one dollar buyout. Depreciation of leased assets is included in depreciation expense. Future minimum payments under capital lease obligations consisted of the following at January 31, 2017 : Remainder of fiscal 2017 $ 1,880,000 Fiscal 2018 2,473,000 Fiscal 2019 1,469,000 Fiscal 2020 304,000 Fiscal 2021 — Total minimum lease payments 6,126,000 Less: amounts representing interest 366,000 Present value of net minimum lease payments 5,760,000 Current portion of capital lease obligations 3,064,000 Non-current portion of capital lease obligations $ 2,696,000 |
Income Taxes
Income Taxes | 6 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At January 31, 2017 and July 31, 2016 , total unrecognized tax benefits were $9,068,000 and $9,171,000 , respectively, including interest of $97,000 and $63,000 , respectively. At January 31, 2017 and July 31, 2016 , $3,012,000 and $2,992,000 , respectively, of our unrecognized tax benefits were recorded as non-current income taxes payable in our Condensed Consolidated Balance Sheets. At January 31, 2017 and July 31, 2016 , the remaining unrecognized tax benefits of $6,056,000 and $6,179,000 , respectively, were recorded on our Condensed Consolidated Balance Sheets in non-current deferred tax liabilities (as an offset to the associated deferred tax asset). Of the total unrecognized tax benefits at January 31, 2017 and July 31, 2016 , $8,084,000 and $8,261,000 , respectively, net of the reversal of the Federal benefit recognized as a deferred tax asset relating to state reserves, excluding interest, would positively impact our effective tax rate, if recognized. Unrecognized tax benefits result from income tax positions taken or expected to be taken on our income tax returns for which a tax benefit has not been recorded in our condensed consolidated financial statements. Our policy is to recognize interest and penalties relating to uncertain tax positions in income tax expense. During the six months ended January 31, 2017 , we reached an effective settlement with the Internal Revenue Service (“IRS”) relating to its audit of our Federal income tax return for fiscal 2014. This effective settlement did not have a material impact on our results of operations. Our Federal income tax returns for fiscal 2013 and 2015 are also subject to potential future IRS audit. None of our state income tax returns prior to fiscal 2012 are subject to audit. TCS’s Federal income tax returns for tax years 2013 through 2015 and the tax period from January 1, 2016 to February 23, 2016 are subject to potential future IRS audit. None of TCS’s state income tax returns prior to calendar year 2012 are subject to audit. Future tax assessments or settlements could have a material adverse effect on our condensed consolidated results of operations and financial condition. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jan. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock Based Compensation Overview We issue stock-based awards to certain of our employees and our Board of Directors pursuant to our 2000 Stock Incentive Plan, as amended, (the “Plan”) and our 2001 Employee Stock Purchase Plan (the “ESPP”), and recognize related stock-based compensation in our condensed consolidated financial statements. The Plan provides for the granting to employees and consultants of Comtech (including prospective employees and consultants): (i) incentive and non-qualified stock options, (ii) restricted stock units ("RSUs"), (iii) RSUs with performance measures (which we refer to as "performance shares"), (iv) restricted stock, (v) stock units (reserved for issuance to non-employee directors) and share units (reserved for issuance to employees) (collectively, “share units”) and (vi) stock appreciation rights (“SARs”), among other types of awards. Our non-employee directors are eligible to receive non-discretionary grants of stock-based awards, subject to certain limitations. The aggregate number of shares of common stock which may be issued, pursuant to the Plan, may not exceed 9,462,500 . Stock options granted may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10.0% of the voting power, no more than five years . We expect to settle all outstanding awards under the Plan and ESPP with the issuance of new shares of our common stock. As of January 31, 2017 , we had granted stock-based awards pursuant to the Plan representing the right to purchase and/or acquire an aggregate of 7,685,537 shares (net of 3,650,782 expired and canceled awards), of which an aggregate of 5,206,985 have been exercised or converted into common stock. As of January 31, 2017 , the following stock-based awards, by award type, were outstanding: Stock options 1,910,576 Performance shares 252,000 RSUs and restricted stock 308,217 Share units 7,759 Total 2,478,552 Our ESPP provides for the issuance of up to 800,000 shares of our common stock. Our ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85% of fair market value at the date of issuance. Through January 31, 2017 , we have cumulatively issued 667,598 shares of our common stock to participating employees in connection with our ESPP. Stock-based compensation for awards issued is reflected in the following line items in our Condensed Consolidated Statements of Operations: Three months ended January 31, Six months ended January 31, 2017 2016 2017 2016 Cost of sales $ 58,000 100,000 106,000 163,000 Selling, general and administrative expenses 878,000 881,000 1,729,000 1,755,000 Research and development expenses 83,000 93,000 154,000 207,000 Stock-based compensation expense before income tax benefit 1,019,000 1,074,000 1,989,000 2,125,000 Estimated income tax benefit (361,000 ) (347,000 ) (702,000 ) (712,000 ) Net stock-based compensation expense $ 658,000 727,000 1,287,000 1,413,000 Stock-based compensation for equity-classified awards is measured at the date of grant, based on an estimate of the fair value of the award and is generally expensed over the vesting period of the award. At January 31, 2017 , unrecognized stock-based compensation of $ 8,741,000 , net of estimated forfeitures of $ 771,000 , is expected to be recognized over a weighted average period of 3.0 years. Total stock-based compensation capitalized and included in ending inventory at both January 31, 2017 and July 31, 2016 was $51,000 . There are no liability-classified stock-based awards outstanding as of January 31, 2017 or July 31, 2016 . Stock-based compensation expense, by award type, is summarized as follows: Three months ended January 31, Six months ended January 31, 2017 2016 2017 2016 Stock options $ 386,000 609,000 632,000 1,212,000 Performance shares 372,000 390,000 866,000 724,000 RSUs and restricted stock 224,000 35,000 412,000 106,000 ESPP 37,000 40,000 79,000 83,000 Stock-based compensation expense before income tax benefit 1,019,000 1,074,000 1,989,000 2,125,000 Estimated income tax benefit (361,000 ) (347,000 ) (702,000 ) (712,000 ) Net stock-based compensation expense $ 658,000 727,000 1,287,000 1,413,000 ESPP stock-based compensation expense primarily relates to the 15% discount offered to participants in the ESPP. The estimated income tax benefit as shown in the above table was computed using income tax rates expected to apply when the awards are settled. Such deferred tax asset was recorded net as part of our non-current deferred tax liability in our Condensed Consolidated Balance Sheet as of January 31, 2017 . The actual income tax benefit recognized for tax reporting is based on the fair market value of our common stock at the time of settlement and can significantly differ from the estimated income tax benefit recorded for financial reporting. The following table reconciles the actual income tax benefit recognized for tax deductions relating to the settlement of stock-based awards to the excess income tax benefit reported as a cash flow from financing activities in our Condensed Consolidated Statements of Cash Flows: Six months ended January 31, 2017 2016 Actual income tax benefit recorded for the tax deductions relating to the settlement of stock-based awards $ 335,000 132,000 Less: Tax benefit initially recognized on settled stock-based awards vesting subsequent to the adoption of accounting standards that require us to expense stock-based awards 274,000 127,000 Excess income tax benefit from settled equity-classified stock-based awards recorded as an increase to additional paid-in capital and reported as a cash inflow from financing activities in our Condensed Consolidated Statements of Cash Flows $ 61,000 5,000 As of January 31, 2017 and July 31, 2016 , the amount of hypothetical tax benefits related to stock-based awards, recorded as a component of additional paid-in capital, was $16,336,000 and $16,937,000 , respectively. These amounts represent the initial hypothetical tax benefit of $8,593,000 determined upon adoption of FASB ASC 718 (which reflects our estimate of cumulative actual tax deductions for awards issued and settled prior to August 1, 2005), adjusted for actual excess income tax benefits or shortfalls since that date. During the six months ended January 31, 2017 and 2016 , we recorded $601,000 and $78,000 , respectively, of a reduction to additional paid-in capital and accumulated hypothetical tax benefits, which represent net income tax shortfalls recognized from the settlement of stock-based awards and the reversal of unrealized deferred tax assets associated with certain vested equity-classified stock-based awards that expired during each of the respective periods. Stock Options The following table summarizes the Plan's activity during the six months ended January 31, 2017 : Awards (in Shares) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at July 31, 2016 2,256,679 $ 28.87 Expired/canceled (118,505 ) 27.34 Outstanding at October 31, 2016 2,138,174 28.96 Expired/canceled (227,598 ) 32.06 Outstanding at January 31, 2017 1,910,576 $ 28.59 6.01 $ — Exercisable at January 31, 2017 1,168,372 $ 28.57 5.18 $ — Vested and expected to vest at January 31, 2017 1,850,536 $ 28.58 5.97 $ — Stock options outstanding as of January 31, 2017 have exercise prices ranging from $ 12.43 to $ 33.94 . There were no stock options granted or exercised during the six months ended January 31, 2017 . Stock options granted during the three and six months ended January 31, 2016 had exercise prices equal to the fair market value of our common stock on the date of grant, a contractual term of five or ten years and a vesting period of three or five years. There were no stock options exercised during the three months ended January 31, 2016. The total intrinsic value relating to stock options exercised during the six months ended January 31, 2016 was $32,000 . During the six months ended January 31, 2016 , at the election of certain holders of vested stock options, 19,200 stock options were net settled upon exercise, which resulted in the issuance of 706 net shares of our common stock after reduction of shares retained to satisfy the exercise price and minimum statutory tax withholding requirements. As there were no exercises during the respective period, there were no net settlement of stock options or the related issuance of common stock during the six months ended January 31, 2017 . The estimated per-share weighted average grant-date fair value of stock options granted during the three and six months ended January 31, 2016 was $3.69 and $5.69 , respectively, which was determined using the Black-Scholes option pricing model, and included the following weighted average assumptions: Three months ended Six months ended January 31, 2016 January 31, 2016 Expected dividend yield 5.74 % 4.32 % Expected volatility 34.76 % 34.27 % Risk-free interest rate 1.64 % 1.54 % Expected life (years) 5.04 5.16 Expected dividend yield is the expected annual dividend as a percentage of the fair market value of our common stock on the date of grant, based on our Board's annual dividend target at the time of grant. We estimate expected volatility by considering the historical volatility of our stock and the implied volatility of publicly-traded call options on our stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for an instrument which closely approximates the expected term. The expected term is the number of years we estimate that awards will be outstanding prior to exercise and is determined by employee groups with sufficiently distinct behavior patterns. Assumptions used in computing the fair value of stock-based awards reflect our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by recipients of stock-based awards. Performance Shares, RSUs, Restricted Stock and Share Unit Awards The following table summarizes the Plan's activity relating to performance shares, RSUs, restricted stock and share units: Awards (in Shares) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding at July 31, 2016 217,213 $ 28.32 Granted 418,684 13.10 Converted to common stock (38,706 ) 14.75 Forfeited (5,155 ) 25.10 Outstanding at October 31, 2016 592,036 17.80 Granted 2,632 11.40 Converted to common stock (19,866 ) 29.41 Forfeited (6,826 ) 19.65 Outstanding at January 31, 2017 567,976 $ 17.34 $ 6,094,000 Vested at January 31, 2017 35,400 $ 26.94 $ 380,000 Vested and expected to vest at January 31, 2017 542,282 $ 17.34 $ 5,819,000 The total intrinsic value relating to fully-vested awards converted into our common stock during the three months ended January 31, 2017 and 2016 was $208,000 and $102,000 , respectively. The total intrinsic value relating to fully-vested awards converted into our common stock during the six months ended January 31, 2017 and 2016 was $633,000 and $275,000 , respectively. Performance shares granted to employees prior to fiscal 2014 generally vest over a 5.3 year period, beginning on the date of grant once pre-established performance goals were attained, and are convertible into shares of our common stock at the time of vesting, on a one -for-one basis for no cash consideration. The performance shares granted to employees since fiscal 2014 principally vest over a three -year performance period, if pre-established performance goals are attained or as specified pursuant to the Plan and related agreements. As of January 31, 2017 , the number of outstanding performance shares included in the above table, and the related compensation expense prior to consideration of estimated pre-vesting forfeitures, assume achievement of the pre-established goals at a target level. RSUs and restricted stock granted to non-employee directors have a vesting period of three years and are convertible into shares of our common stock generally at the time of termination, on a one -for-one basis for no cash consideration, or earlier under certain circumstances. RSUs granted to employees have a vesting period of five years and are convertible into shares of our common stock generally at the time of vesting, on a one -for-one basis for no cash consideration. Share units are vested when issued and are convertible into shares of our common stock generally at the time of termination, on a one -for-one basis for no cash consideration, or earlier under certain circumstances. Cumulatively through January 31, 2017, 744 share units granted to date have been converted into common stock. The fair value of performance shares, RSUs, restricted stock and share units is determined using the closing market price of our common stock on the date of grant, less the present value of any estimated future dividend equivalents such awards are not entitled to receive. RSUs and performance shares granted in fiscal 2012 are not entitled to dividend equivalents. RSUs, performance shares and restricted stock granted in fiscal 2013 through 2017 are entitled to dividend equivalents unless forfeited before vesting occurs; however, performance shares granted in fiscal 2013 were not entitled to such dividend equivalents until our Board of Directors determined that the pre-established performance goals were met. Share units granted prior to fiscal 2014 are not entitled to dividend equivalents. Share units granted in fiscal 2014 and thereafter are entitled to dividend equivalents while the underlying shares are unissued. Dividend equivalents are subject to forfeiture, similar to the terms of the underlying stock-based awards, and are payable in cash generally at the time of conversion of the underlying shares into our common stock. During the six months ended January 31, 2017 , we accrued $179,000 of dividend equivalents and paid out $164,000 . As of January 31, 2017 and July 31, 2016 , accrued dividend equivalents were $472,000 and $457,000 , respectively. Such amounts were recorded as a reduction to retained earnings. Cash payments to remit employees' minimum statutory tax withholding requirements related to the net settlement of stock-based awards for the six months ended January 31, 2017 and 2016 were $244,000 and $73,000 , respectively, which is reported as a cash outflow from operating activities in our Condensed Consolidated Statements of Cash Flows for each respective period. |
Customer and Geographic Informa
Customer and Geographic Information | 6 Months Ended |
Jan. 31, 2017 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Customer and Geographic Information | Customer and Geographic Information Sales by geography and customer type, as a percentage of consolidated net sales, are as follows: Three months ended January 31, Six months ended January 31, 2017 2016 2017 2016 United States U.S. government 32.1 % 42.0 % 33.7 % 41.7 % Domestic 35.8 % 20.0 % 36.3 % 17.4 % Total United States 67.9 % 62.0 % 70.0 % 59.1 % International 32.1 % 38.0 % 30.0 % 40.9 % Total 100.0 % 100.0 % 100.0 % 100.0 % Sales to U.S. government customers include the Department of Defense ("DoD") and intelligence and civilian agencies, as well as sales directly to or through prime contractors. Domestic sales include sales to U.S. state and local governments. International sales for the three months ended January 31, 2017 and 2016 (which include sales to U.S. domestic companies for inclusion in products that will be sold to international customers) were $ 44,623,000 and $26,731,000 , respectively. International sales for the six months ended January 31, 2017 and 2016 (which include sales to U.S. domestic companies for inclusion in products that will be sold to international customers) were $82,457,000 and $54,983,000 , respectively. For the three and six months ended January 31, 2017 and 2016 , except for the U.S. government, no other customer or individual country (including sales to U.S. domestic companies for inclusion in products that will be sold to a foreign country) represented more than 10% of consolidated net sales. |
Segment Information
Segment Information | 6 Months Ended |
Jan. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Reportable operating segments are determined based on Comtech’s management approach. The management approach, as defined by FASB ASC 280, "Segment Reporting," is based on the way that the chief operating decision-maker ("CODM") organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. Our CODM, for purposes of FASB ASC 280, is our Chief Executive Officer and President. As disclosed in more detail in our Annual Report on Form 10-K for the fiscal year ended July 31, 2016 , we changed the way we report and evaluate segment information. We had previously reported three reportable segments: Telecommunications Transmission, RF Microwave Amplifiers and Mobile Data Communications. Beginning with our third quarter of fiscal 2016, we began managing our business in two reportable segments: Commercial Solutions and Government Solutions. As a result, the segment information for the prior fiscal periods has been recasted to conform to the current fiscal period's presentation. Our Commercial Solutions segment serves commercial customers and smaller government customers, such as state and local governments, that require advanced communications technologies to meet their needs. This segment also serves certain large government customers (including the U.S. government) when they have requirements for off-the-shelf commercial equipment. Commercial solutions products include satellite earth station communications equipment such as modems and traveling wave tube amplifiers, public safety technologies including those that are utilized in next generation 911 systems and enterprise technologies such as trusted location and text-messaging platforms. Our Government Solutions segment serves large U.S. and foreign government end-users that require mission critical technologies and systems. Government solutions products include command and control technologies (such as remote sensing tracking systems, rugged solid state drives, land mobile products, and quick deploy satellite systems), troposcatter technologies systems (such as digital troposcatter multiplexers, digital over-the-horizon modems, troposcatter systems, and frequency converter systems), and RF power and switching technologies products (such as solid-state high-power narrow and broadband amplifiers, enhanced position location reporting system ("EPLRS") amplifier assemblies, identification friend or foe amplifiers, and amplifiers used in the counteraction of improvised explosive devices). Our CODM primarily uses a metric that we refer to as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") to measure an operating segment’s performance and to make decisions about resources to be allocated. Our Adjusted EBITDA metric does not consider any allocation of the following: income taxes, interest income and other expense, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, acquisition plan expenses, an adjustment to reflect a lower than estimated loss associated with a settlement of a TCS intellectual property matter or strategic alternatives analysis expenses and other. These items, while periodically affecting our results, may vary significantly from period to period and may have a disproportionate effect in a given period, thereby affecting the comparability of results. Adjusted EBITDA is used by management in assessing the Company's operating results. The Company's definition of Adjusted EBITDA is different than the Consolidated EBITDA (as such term is defined in our Secured Credit Facility) utilized for financial covenant calculations and also may differ from the definition of Adjusted EBITDA used by other companies (including TCS prior to our acquisition) and, therefore, may not be comparable to similarly titled measures used by other companies. Operating segment information, along with a reconciliation of segment net income (loss) and consolidated net income (loss) to Adjusted EBITDA is presented in the tables below: Three months ended January 31, 2017 Commercial Solutions Government Solutions Unallocated Total Net sales $ 82,103,000 56,925,000 — $ 139,028,000 Operating income $ 5,864,000 2,338,000 4,647,000 $ 12,849,000 Net income (loss) $ 5,730,000 2,362,000 (1,507,000 ) $ 6,585,000 Provision for income taxes 135,000 — 3,351,000 3,486,000 Interest (income) and other expense (60,000 ) (23,000 ) 9,000 (74,000 ) Interest expense 59,000 (1,000 ) 2,794,000 2,852,000 Amortization of stock-based compensation — — 1,019,000 1,019,000 Amortization of intangibles 4,413,000 1,619,000 — 6,032,000 Depreciation 2,429,000 752,000 387,000 3,568,000 Settlement of intellectual property litigation — — (9,979,000 ) (9,979,000 ) Adjusted EBITDA $ 12,706,000 4,709,000 (3,926,000 ) $ 13,489,000 Purchases of property, plant and equipment $ 1,652,000 413,000 7,000 $ 2,072,000 Total assets at January 31, 2017 $ 620,147,000 197,035,000 66,326,000 $ 883,508,000 Three months ended January 31, 2016 Commercial Solutions Government Solutions Unallocated Total Net sales $ 50,722,000 19,601,000 — $ 70,323,000 Operating income (loss) $ 5,241,000 4,679,000 (6,731,000 ) $ 3,189,000 Net income (loss) $ 5,023,000 4,688,000 (7,235,000 ) $ 2,476,000 Provision for income taxes 116,000 — 634,000 750,000 Interest (income) and other expense 29,000 (9,000 ) (130,000 ) (110,000 ) Interest expense 73,000 — — 73,000 Amortization of stock-based compensation — — 1,074,000 1,074,000 Amortization of intangibles 1,196,000 — — 1,196,000 Depreciation 1,186,000 272,000 8,000 1,466,000 Acquisition plan expenses — — 2,337,000 2,337,000 Adjusted EBITDA $ 7,623,000 4,951,000 (3,312,000 ) $ 9,262,000 Purchases of property, plant and equipment $ 467,000 347,000 13,000 $ 827,000 Total assets at January 31, 2016 $ 227,963,000 77,733,000 156,474,000 $ 462,170,000 Six months ended January 31, 2017 Commercial Solutions Government Solutions Unallocated Total Net sales $ 158,281,000 116,533,000 — $ 274,814,000 Operating income (loss) $ 8,962,000 4,838,000 (1,679,000 ) $ 12,121,000 Net income (loss) $ 8,743,000 4,865,000 (9,512,000 ) $ 4,096,000 Provision for income taxes 158,000 — 1,766,000 1,924,000 Interest (income) and other expense (62,000 ) (26,000 ) 12,000 (76,000 ) Interest expense 123,000 (1,000 ) 6,055,000 6,177,000 Amortization of stock-based compensation — — 1,989,000 1,989,000 Amortization of intangibles 8,849,000 3,238,000 — 12,087,000 Depreciation 5,016,000 1,503,000 798,000 7,317,000 Settlement of intellectual property litigation — — (9,979,000 ) (9,979,000 ) Adjusted EBITDA $ 22,827,000 9,579,000 (8,871,000 ) $ 23,535,000 Purchases of property, plant and equipment $ 3,647,000 423,000 77,000 $ 4,147,000 Total assets at January 31, 2017 $ 620,147,000 197,035,000 66,326,000 $ 883,508,000 Six months ended January 31, 2016 Commercial Solutions Government Solutions Unallocated Total Net sales $ 93,672,000 40,768,000 — $ 134,440,000 Operating income (loss) $ 7,489,000 9,759,000 (11,891,000 ) $ 5,357,000 Net income (loss) $ 7,200,000 9,775,000 (13,060,000 ) $ 3,915,000 Provision for income taxes 92,000 — 1,424,000 1,516,000 Interest (income) and other expense 50,000 (16,000 ) (256,000 ) (222,000 ) Interest expense 148,000 — — 148,000 Amortization of stock-based compensation — — 2,125,000 2,125,000 Amortization of intangibles 2,572,000 — — 2,572,000 Depreciation 2,439,000 541,000 16,000 2,996,000 Acquisition plan expenses — — 3,729,000 3,729,000 Adjusted EBITDA $ 12,501,000 10,300,000 (6,022,000 ) $ 16,779,000 Purchases of property, plant and equipment $ 948,000 500,000 15,000 $ 1,463,000 Total assets at January 31, 2016 $ 227,963,000 77,733,000 156,474,000 $ 462,170,000 Unallocated expenses result from corporate expenses such as executive compensation, accounting, legal and other regulatory compliance related costs. Unallocated expenses for the three and six months ended January 31, 2016 include $2,337,000 and $3,729,000 , respectively, of transaction costs primarily related to our acquisition of TCS. There were no such expenses during the six months ended January 31, 2017 . Interest expense for the three and six months ended January 31, 2017 includes $2,708,000 and $5,883,000 , respectively, related to our Secured Credit Facility, as further discussed in Note (10) - “ Secured Credit Facility, ” including the amortization of deferred financing costs. There was no such corresponding interest expense for the three and six months ended January 31, 2016 . Intersegment sales for the three months ended January 31, 2017 and 2016 by the Commercial Solutions segment to the Government Solutions segment were $3,059,000 and $805,000 , respectively. Intersegment sales for the six months ended January 31, 2017 and 2016 by the Commercial Solutions segment to the Government Solutions segment were $6,485,000 and $1,884,000 , respectively. There were nominal sales by the Government Solutions segment to the Commercial Solutions segment for these periods. Unallocated assets at January 31, 2017 consist principally of cash, income taxes receivable, corporate property, plant and equipment and deferred financing costs. Substantially all of our long-lived assets are located in the U.S. and all intersegment sales are eliminated in consolidation and are excluded from the tables above. |
Goodwill
Goodwill | 6 Months Ended |
Jan. 31, 2017 | |
Goodwill [Abstract] | |
Goodwill | Goodwill The following table represents the amount of goodwill by reportable operating segment, including the changes in the net carrying value of goodwill during the six months ended January 31, 2017 : Commercial Solutions Government Solutions Total Balance as of July 31, 2016 $ 229,273,000 58,345,000 $ 287,618,000 Changes resulting from TCS acquisition 2,167,000 848,000 3,015,000 Balance as of January 31, 2017 $ 231,440,000 59,193,000 $ 290,633,000 See Note (2) - “ Acquisition ” for further discussion of the TCS acquisition and the related changes in the net carrying value of goodwill. In accordance with FASB ASC 350, we perform a goodwill impairment analysis at least annually (in the first quarter of each fiscal year), unless indicators of impairment exist in interim periods. If we fail the Step One test, we would do a Step Two test which compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. On August 1, 2016 (the first day of our fiscal 2017 ), we performed our annual quantitative assessment (commonly referred to as a Step One test) using market participant assumptions to determine if the fair value of each of our reporting units with goodwill exceeded its carrying value. In making this assessment, we considered, among other things, expectations of projected net sales and cash flows, assumptions impacting the weighted average cost of capital, trends in trading multiples of comparable companies, changes in our stock price and changes in the carrying values of our reporting units with goodwill. We also considered overall business conditions, including, among other things, the fact that the end-markets for certain of our products and services have been significantly impacted by adverse global economic conditions. We believe that business conditions will improve over time. In performing Step One of the goodwill impairment test, we estimated the fair value of each of our reporting units using a combination of the income and market approaches. The income approach, also known as the discounted cash flow ("DCF") method, utilizes the present value of cash flows to estimate fair value. The future cash flows for our reporting units were projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). We assumed revenue growth rates based on our actual long-term expectations. The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period and reflected our estimate of stable, perpetual growth. We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. Finally, we compared our estimates of fair values to our August 1, 2016 total public market capitalization and assessed implied control premiums based on our common stock price of $13.43 as of August 1, 2016 . Based on our quantitative evaluation, we determined that our Commercial Solutions and Government Solutions reporting units had estimated fair values in excess of their carrying values of at least 11.8% and 40.5% , respectively, and concluded that our goodwill was not impaired. As such, we did not perform a Step Two assessment and concluded that neither of our two reporting units was at risk of failing the Step One test as prescribed under the FASB ASC. However, in order to sensitize our goodwill impairment test, we performed a second analysis using only the income approach and concluded that neither reporting units' goodwill was impaired. Under the second analysis, if we do not achieve assumed net sales and cash flow projections in future periods, our Commercial Solutions reporting unit's goodwill would be at risk of impairment. As of January 31, 2017 , our common stock price has declined since August 1, 2016 , the date we performed our last annual impairment test. We believe that such decline is temporary and primarily relates to uncertainty regarding our business performance that we expect to achieve in the second half of fiscal 2017. It is possible that, during the remainder of fiscal 2017 or beyond, business conditions (both in the U.S. and internationally) could deteriorate from the current state and our current or prospective customers could materially postpone, reduce or even forgo purchases of our products and services to a greater extent than we currently anticipate or our common stock price could decline further. A significant decline in our customers' spending that is greater than we anticipate or a shift in funding priorities may also have a negative effect on future orders, sales, income and cash flows and we might be required to perform an interim Step One goodwill impairment test during the remainder of fiscal 2017 or beyond. If assumed net sales and cash flow projections are not achieved in future periods or our common stock price does not increase, our Commercial Solutions and Government Solutions reporting units could be at risk of failing Step One of the goodwill impairment test and goodwill and intangibles assigned to the respective reporting units could be impaired. In any event, we are required to perform the next annual goodwill impairment analysis on August 1, 2017 (the start of our fiscal 2018 ). If our assumptions and related estimates change in the future, or if we change our reporting unit structure or other events and circumstances change (e.g., a sustained decrease in the price of our common stock (considered on both absolute terms and relative to peers)), we may be required to record impairment charges when we perform these tests, or in other future periods. In addition to our impairment analysis of goodwill, we also review net intangibles with finite lives when an event occurs indicating the potential for impairment. We believe that the carrying values of our net intangibles were recoverable as of January 31, 2017 . Any impairment charges that we may record in the future could be material to our results of operations and financial condition. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jan. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets with finite lives are as follows: As of January 31, 2017 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 20.3 $ 249,831,000 35,210,000 $ 214,621,000 Technologies 12.3 82,370,000 45,741,000 36,629,000 Trademarks and other 16.3 28,894,000 7,537,000 21,357,000 Total $ 361,095,000 88,488,000 $ 272,607,000 As of July 31, 2016 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 20.3 $ 249,831,000 28,497,000 $ 221,334,000 Technologies 12.3 82,370,000 42,860,000 39,510,000 Trademarks and other 16.3 28,894,000 5,044,000 23,850,000 Total $ 361,095,000 76,401,000 $ 284,694,000 The weighted average amortization period in the above table excludes fully amortized intangible assets. Amortization expense for the three months ended January 31, 2017 and 2016 was $6,032,000 and $1,196,000 , respectively. Amortization expense for the six months ended January 31, 2017 and 2016 was $12,087,000 and $2,572,000 , respectively. Intangible assets at January 31, 2017 , and the associated amortization expense for the three and six months ended January 31, 2017 , include the impact of the TCS acquisition which closed on February 23, 2016 and which is further discussed in Note (2) - " Acquisition. " The estimated amortization expense consists of the following for the fiscal years ending July 31,: 2017 $ 22,823,000 2018 21,075,000 2019 17,155,000 2020 17,155,000 2021 16,196,000 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jan. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Sale of Common Stock In June 2016, the Company sold 7,145,000 shares of its common stock in a public offering at a price to the public of $14.00 per share, resulting in proceeds to the Company of $95,029,000 , net of underwriting discounts and commissions. As of January 31, 2017 and March 8, 2017 , an aggregate registered amount of $74,970,000 under the Company's existing Shelf Registration Statement filed with the SEC remains available for sale of various types of securities, including debt. Stock Repurchase Program As of January 31, 2017 and March 8, 2017 , we were authorized to repurchase up to an additional $8,664,000 of our common stock, pursuant to our current $100,000,000 stock repurchase program. Our stock repurchase program has no time restrictions and repurchases may be made in open-market or privately negotiated transactions and may be made pursuant to SEC Rule 10b5-1 trading plans. There were no repurchases made during the six months ended January 31, 2017 or 2016 . Dividends Since September 2010, we have paid quarterly dividends pursuant to an annual targeted dividend amount that was established by our Board of Directors. On October 6, 2016 , our Board of Directors declared a dividend of $0.30 per common share, which was paid on November 22, 2016 . On December 7, 2016 , our Board of Directors declared a dividend of $0.10 per common share, which was paid on February 17, 2017 . On March 8, 2017 , our Board of Directors declared a dividend of $0.10 per common share, payable on May 19, 2017 to stockholders of record at the close of business on April 19, 2017 . The Board is currently targeting the fourth quarter fiscal 2017 dividend to be $0.10 per common share. Future dividends remain subject to compliance with financial covenants under our Secured Credit Facility as well as Board approval. |
Legal Proceedings and Other Mat
Legal Proceedings and Other Matters | 6 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Other Matters | Legal Proceedings and Other Matters Settlement of Certain TCS Intellectual Property Matters On January 30, 2017, we entered into a final settlement of a legacy TCS patent infringement litigation matter which resulted in a lower loss than originally estimated. The settlement resolved litigation in the U.S. District Court for the Eastern District of Texas (“Eastern District Court”) in which TracBeam, LLC ("TracBeam") asserted a patent infringement claim and sought monetary damages, fees and expenses and other relief from, among others, TCS’s customers T-Mobile US, Inc. and T-Mobile USA, Inc. (together, "T-Mobile"), based on the defendants’ E911 service and locator products. TCS was defending T-Mobile against TracBeam. We made an initial cash payment pursuant to the TracBeam settlement during our third quarter of fiscal 2017, and will make a final payment during our fourth quarter of fiscal 2017. In addition, during our third quarter of fiscal 2017, TCS settled its claims against a prior owner of the TCS assets that were the subject of the TracBeam infringement claim and we received cash settlement proceeds. Our total net cash outflow related to these two matters is immaterial and, on a GAAP basis, the resolution resulted in a favorable $9,979,000 contribution, net of estimated legal fees, to operating income for the second quarter of fiscal 2017. Settlement of Mississippi Lawsuit A family in Mississippi sued Verizon Wireless in June 2016 and TCS in July 2016 in the U.S. District Court for the Southern District of Mississippi, for compensatory and punitive damages resulting from the family’s allegations that their 911 calls were improperly routed during an emergency. Both TCS and Verizon denied the allegations in the plaintiffs’ complaint and, during the three months ended January 31, 2017, the case was settled on terms that had no material impact on our condensed consolidated financial statements. Since the plaintiffs include a minor child, certain terms of the settlement are subject to court approval, which approval, final settlement documentation and case dismissal are pending. Other Pre-Acquisition Contingencies Related to TCS Intellectual Property Vehicle IP Matter In December 2009, Vehicle IP, LLC ("Vehicle IP") filed a patent infringement lawsuit in the U.S. District Court for the District of Delaware, seeking monetary damages, fees and expenses and other relief from, among others, our customer Verizon Wireless ("Verizon"), based on the VZ Navigator product, and TCS is defending Verizon against Vehicle IP. In 2013, the District Court granted the defendants’ motion for summary judgment on the basis that the products in question did not infringe plaintiff’s patent. Plaintiff appealed that decision and, in 2014, the U.S. Court of Appeals for the Federal Circuit reversed the District Court's claim construction, overturned the District Court's grant of summary judgment of noninfringement, and remanded the case for further proceedings. Fact discovery and expert discovery has closed. Substantive settlement conversations have occurred but to date, the parties have been unable to reach a settlement. Trial regarding the validity of Vehicle IP's patent and Vehicle IP's claims of infringement is scheduled to begin in July 2017. CallWave Matter In 2012, CallWave Communication LLC ("CallWave") brought a patent infringement lawsuit in the U.S. District Court for the District of Delaware seeking monetary damages, fees and expenses and other relief from, among others, Verizon Wireless and certain of its affiliates (collectively, "Verizon"), based on Verizon's VZ Family Locator and VZ Navigator products, and TCS has agreed to indemnify Verizon with respect to one of the asserted patents of plaintiff that implicates a TCS product. In August 2016, the court agreed to stay the proceedings of the case against Verizon in connection with the one asserted patent, pending negotiation of a settlement agreement among TCS, Verizon and CallWave. On September 15, 2016, the court granted a motion for judgment on the pleadings, finding that the asserted claims of the patent are invalid because they relate to unpatentable subject matter. On February 13, 2017, the court granted CallWave's motion to enforce an alleged settlement agreement between TCS and CallWave. As a result of the court's decision, we are currently negotiating a final settlement between TCS and CallWave which is likely to result in two small immaterial payments to CallWave during the next six months. Other Matters In October 2014, we disclosed to the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) that we learned during a self-assessment of our export transactions that a shipment of modems sent to a Canadian customer by Comtech EF Data was incorporated into a communication system, the ultimate end user of which was the Sudan Civil Aviation Authority. The sales value of this equipment was approximately $288,000 . OFAC regulations prohibit U.S. persons from doing business directly or indirectly with Sudan. In late 2015, OFAC issued an administrative subpoena seeking further information about the disclosed transaction. We have responded to the subpoena, including alerting OFAC to Comtech’s repair of three modems for a customer in Lebanon who may have rerouted the modems from Lebanon to Sudan without the required U.S. licensing authorization. We are not able to predict when OFAC will complete its review, nor whether it will take any action against us, which could include civil and criminal penalties. If OFAC determines that we have violated U.S. trade sanctions, we may suffer reputational harm. Even though we take precautions to avoid engaging in transactions that may violate U.S. trade sanctions, those measures may not be effective in every instance. There are certain other pending and threatened legal actions which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to accurately predict, we believe that the outcome of these other pending and threatened actions will not have a material adverse effect on our consolidated financial condition or results of operations. |
Adoption of Accounting Standa26
Adoption of Accounting Standards and Updates Adoption of Accounting Standards and Updates (Policies) | 6 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Adoption of Accounting Standards and Updates | Adoption of Accounting Standards and Updates We are required to prepare our condensed consolidated financial statements in accordance with the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) which is the source for all authoritative U.S. generally accepted accounting principles, which are commonly referred to as “GAAP.” The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates (“ASUs”). During the six months ended January 31, 2017 , we adopted: • FASB ASU No. 2014-12, issued in June 2014, which requires that a performance target which affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Our adoption of this FASB ASU did not impact our condensed consolidated financial statements or disclosures. • FASB ASU No. 2014-15, issued in August 2014, which provides guidance about management's responsibility to evaluate whether there is a substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Our adoption of this ASU did not impact our condensed consolidated financial statements or disclosures. • FASB ASU No. 2015-11, issued in July 2015, which simplifies the guidance on the subsequent measurement of inventory other than inventory measured using the last-in, first out or the retail inventory method. This ASU requires in-scope inventory to be subsequently measured at the lower of cost and net realizable value, the latter of which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2016-07, issued in March 2016, which eliminates the requirement to retroactively adopt the equity method of accounting for an investment as a result of an increase in the level of ownership interest or degree of influence. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2016-17, issued in October 2016, which amends the consolidation guidance on how a reporting entity (that is the single decision maker of a Variable Interest Entity (“VIE”)) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2016-18, issued in November 2016, which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. • FASB ASU No. 2017-01, issued in January 2017, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Our early adoption of this ASU did not have any impact on our condensed consolidated financial statements or disclosures. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in connection with the TCS acquisition: Purchase Price Allocation (1) Measurement Period Adjustments (2) Purchase Price Allocation (as adjusted) Shares of TCS common stock purchased $ 318,605,000 — 318,605,000 Stock-based awards settled 21,827,000 — 21,827,000 Aggregate purchase price at fair value $ 340,432,000 — 340,432,000 Allocation of aggregate purchase price: Cash and cash equivalents $ 59,897,000 — 59,897,000 Current assets 115,996,000 (83,000 ) 115,913,000 Deferred tax assets, net, non-current 83,431,000 2,059,000 85,490,000 Property, plant and equipment 25,689,000 — 25,689,000 Other assets, non-current 2,641,000 — 2,641,000 Current liabilities (excluding interest accrued on debt) (119,756,000 ) (4,200,000 ) (123,956,000 ) Debt (including interest accrued) (134,101,000 ) — (134,101,000 ) Capital lease obligations (8,993,000 ) — (8,993,000 ) Other liabilities (9,156,000 ) — (9,156,000 ) Net tangible assets at fair value $ 15,648,000 (2,224,000 ) 13,424,000 Identifiable intangible assets, deferred taxes and goodwill: Estimated Useful Lives Customer relationships and backlog $ 223,100,000 — 223,100,000 21 years Trade names 20,000,000 — 20,000,000 10 to 20 years Technology 35,000,000 — 35,000,000 5 to 15 years Deferred tax liabilities (104,371,000 ) — (104,371,000 ) Goodwill 151,055,000 2,224,000 153,279,000 Indefinite Allocation of aggregate purchase price $ 340,432,000 — 340,432,000 (1) As reported in the Company's Quarterly Report on Form 10-Q for the three months ended October 31, 2016. (2) Principally relates to the finalization of: (i) the estimated fair value of TCS's 911 call handling software warranty obligations; (ii) TCS's income tax returns for the pre-acquisition period which began January 1, 2016 and ended February 23, 2016; and (iii) the related adjustments to deferred income taxes. These measurement period adjustments were recorded to reflect final determinations of estimated fair values of the assets acquired and the liabilities assumed in connection with the TCS acquisition based on facts and circumstances that existed as of the acquisition date. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of numerators and denominators used in basic and diluted EPS calculations | The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations: Three months ended January 31, Six months ended January 31, 2017 2016 2017 2016 Numerator: Net income for basic calculation $ 6,585,000 2,476,000 4,096,000 3,915,000 Numerator for diluted calculation $ 6,585,000 2,476,000 4,096,000 3,915,000 Denominator: Denominator for basic calculation 23,428,000 16,186,000 23,406,000 16,178,000 Effect of dilutive securities: Stock-based awards 17,000 19,000 21,000 23,000 Denominator for diluted calculation 23,445,000 16,205,000 23,427,000 16,201,000 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Accounts receivable | Accounts receivable consist of the following at: January 31, 2017 July 31, 2016 Billed receivables from commercial and international customers $ 73,002,000 90,185,000 Unbilled receivables from commercial and international customers 23,405,000 19,333,000 Billed receivables from the U.S. government and its agencies 16,958,000 21,465,000 Unbilled receivables from the U.S. government and its agencies 13,642,000 21,013,000 Total accounts receivable 127,007,000 151,996,000 Less allowance for doubtful accounts 1,462,000 1,029,000 Accounts receivable, net $ 125,545,000 150,967,000 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following at: January 31, 2017 July 31, 2016 Raw materials and components $ 54,913,000 54,723,000 Work-in-process and finished goods 32,027,000 32,829,000 Total inventories 86,940,000 87,552,000 Less reserve for excess and obsolete inventories 15,772,000 16,198,000 Inventories, net $ 71,168,000 71,354,000 |
Accrued Expenses and Other Cu31
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following at: January 31, 2017 July 31, 2016 Accrued wages and benefits $ 23,395,000 23,394,000 Accrued legal costs 19,909,000 32,469,000 Accrued warranty obligations 19,014,000 15,362,000 Accrued acquisition-related costs — 2,119,000 Accrued contract costs 10,687,000 8,348,000 Accrued commissions and royalties 3,233,000 3,473,000 Other 12,557,000 12,869,000 Accrued expenses and other current liabilities $ 88,795,000 98,034,000 |
Product warranty rollforward | our product warranty liability during the six months ended January 31, 2017 and 2016 were as follows: Six months ended January 31, 2017 2016 Balance at beginning of period $ 15,362,000 8,638,000 Provision for warranty obligations 3,234,000 2,096,000 Adjustment to TCS pre-acquisition contingent liability 4,200,000 — Charges incurred (3,782,000 ) (2,110,000 ) Balance at end of period $ 19,014,000 8,624,000 |
Radyne Acquisition-Related Re32
Radyne Acquisition-Related Restructuring Plan (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Radyne Acquisition Related Restructuring Plan [Abstract] | |
Determination of estimated facility exit costs table | The remaining estimated amounts relate to facility exit costs and were determined as follows: At August 1, 2008 Total non-cancelable lease obligations $ 12,741,000 Less: Estimated sublease income 8,600,000 Total net estimated facility exit costs 4,141,000 Less: Interest expense to be accreted 2,041,000 Present value of estimated facility exit costs $ 2,100,000 |
Summary of acquisition-related restructuring liabilities | As of January 31, 2017 , the amount of the acquisition-related restructuring reserve is as follows: Cumulative Present value of estimated facility exit costs at August 1, 2008 $ 2,100,000 Cash payments made (9,795,000 ) Cash payments received 8,600,000 Accreted interest recorded 1,747,000 Liability as of January 31, 2017 2,652,000 Amount recorded as accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet 1,459,000 Amount recorded as other liabilities in the Condensed Consolidated Balance Sheet $ 1,193,000 |
Summary of future cash payments associated with estimated facility exit costs | Future cash payments associated with our restructuring plan are summarized below: As of January 31, 2017 Future lease payments to be made $ 2,652,000 Interest expense to be accreted in future periods 294,000 Total remaining payments $ 2,946,000 |
Secured Credit Facility (Tables
Secured Credit Facility (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Line of Credit Facility [Abstract] | |
Schedule of Line of Credit Facilities | As of January 31, 2017 and July 31, 2016 , amounts outstanding under our Secured Credit Facility, net, were as follows: January 31, 2017 July 31, 2016 Term Loan Facility $ 168,220,000 172,647,000 Less unamortized deferred financing costs related to Term Loan Facility 4,909,000 5,515,000 Term Loan Facility, net 163,311,000 167,132,000 Revolving Loan Facility 79,804,000 83,904,000 Amount outstanding under Secured Credit Facility, net 243,115,000 251,036,000 Less current portion of long-term debt 13,281,000 11,067,000 Non-current portion of long-term debt $ 229,834,000 239,969,000 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Capital Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum payments under capital lease obligations consisted of the following at January 31, 2017 : Remainder of fiscal 2017 $ 1,880,000 Fiscal 2018 2,473,000 Fiscal 2019 1,469,000 Fiscal 2020 304,000 Fiscal 2021 — Total minimum lease payments 6,126,000 Less: amounts representing interest 366,000 Present value of net minimum lease payments 5,760,000 Current portion of capital lease obligations 3,064,000 Non-current portion of capital lease obligations $ 2,696,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-based Awards Outstanding by Award Type | As of January 31, 2017 , the following stock-based awards, by award type, were outstanding: Stock options 1,910,576 Performance shares 252,000 RSUs and restricted stock 308,217 Share units 7,759 Total 2,478,552 |
Stock-based compensation for awards detailing where recorded in Condensed Consolidated Statement of Operations | Stock-based compensation for awards issued is reflected in the following line items in our Condensed Consolidated Statements of Operations: Three months ended January 31, Six months ended January 31, 2017 2016 2017 2016 Cost of sales $ 58,000 100,000 106,000 163,000 Selling, general and administrative expenses 878,000 881,000 1,729,000 1,755,000 Research and development expenses 83,000 93,000 154,000 207,000 Stock-based compensation expense before income tax benefit 1,019,000 1,074,000 1,989,000 2,125,000 Estimated income tax benefit (361,000 ) (347,000 ) (702,000 ) (712,000 ) Net stock-based compensation expense $ 658,000 727,000 1,287,000 1,413,000 |
Summary of net stock-based compensation expense by award type | Stock-based compensation expense, by award type, is summarized as follows: Three months ended January 31, Six months ended January 31, 2017 2016 2017 2016 Stock options $ 386,000 609,000 632,000 1,212,000 Performance shares 372,000 390,000 866,000 724,000 RSUs and restricted stock 224,000 35,000 412,000 106,000 ESPP 37,000 40,000 79,000 83,000 Stock-based compensation expense before income tax benefit 1,019,000 1,074,000 1,989,000 2,125,000 Estimated income tax benefit (361,000 ) (347,000 ) (702,000 ) (712,000 ) Net stock-based compensation expense $ 658,000 727,000 1,287,000 1,413,000 |
Components of actual Income tax benefit recognized for tax deductions relating to settlement of stock-based awards | The following table reconciles the actual income tax benefit recognized for tax deductions relating to the settlement of stock-based awards to the excess income tax benefit reported as a cash flow from financing activities in our Condensed Consolidated Statements of Cash Flows: Six months ended January 31, 2017 2016 Actual income tax benefit recorded for the tax deductions relating to the settlement of stock-based awards $ 335,000 132,000 Less: Tax benefit initially recognized on settled stock-based awards vesting subsequent to the adoption of accounting standards that require us to expense stock-based awards 274,000 127,000 Excess income tax benefit from settled equity-classified stock-based awards recorded as an increase to additional paid-in capital and reported as a cash inflow from financing activities in our Condensed Consolidated Statements of Cash Flows $ 61,000 5,000 |
Summary of the Plan's activity relating to stock options | The following table summarizes the Plan's activity during the six months ended January 31, 2017 : Awards (in Shares) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at July 31, 2016 2,256,679 $ 28.87 Expired/canceled (118,505 ) 27.34 Outstanding at October 31, 2016 2,138,174 28.96 Expired/canceled (227,598 ) 32.06 Outstanding at January 31, 2017 1,910,576 $ 28.59 6.01 $ — Exercisable at January 31, 2017 1,168,372 $ 28.57 5.18 $ — Vested and expected to vest at January 31, 2017 1,850,536 $ 28.58 5.97 $ — |
Certain weighted average assumptions used to estimate the fair value of stock-based awards | The estimated per-share weighted average grant-date fair value of stock options granted during the three and six months ended January 31, 2016 was $3.69 and $5.69 , respectively, which was determined using the Black-Scholes option pricing model, and included the following weighted average assumptions: Three months ended Six months ended January 31, 2016 January 31, 2016 Expected dividend yield 5.74 % 4.32 % Expected volatility 34.76 % 34.27 % Risk-free interest rate 1.64 % 1.54 % Expected life (years) 5.04 5.16 |
Summary of the Plan's activity relating to performance shares, RSUs, restricted stock and share units | The following table summarizes the Plan's activity relating to performance shares, RSUs, restricted stock and share units: Awards (in Shares) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding at July 31, 2016 217,213 $ 28.32 Granted 418,684 13.10 Converted to common stock (38,706 ) 14.75 Forfeited (5,155 ) 25.10 Outstanding at October 31, 2016 592,036 17.80 Granted 2,632 11.40 Converted to common stock (19,866 ) 29.41 Forfeited (6,826 ) 19.65 Outstanding at January 31, 2017 567,976 $ 17.34 $ 6,094,000 Vested at January 31, 2017 35,400 $ 26.94 $ 380,000 Vested and expected to vest at January 31, 2017 542,282 $ 17.34 $ 5,819,000 |
Customer and Geographic Infor36
Customer and Geographic Information (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Schedule of net sales, as a percentage, by geography and customer type | Sales by geography and customer type, as a percentage of consolidated net sales, are as follows: Three months ended January 31, Six months ended January 31, 2017 2016 2017 2016 United States U.S. government 32.1 % 42.0 % 33.7 % 41.7 % Domestic 35.8 % 20.0 % 36.3 % 17.4 % Total United States 67.9 % 62.0 % 70.0 % 59.1 % International 32.1 % 38.0 % 30.0 % 40.9 % Total 100.0 % 100.0 % 100.0 % 100.0 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment information | Operating segment information, along with a reconciliation of segment net income (loss) and consolidated net income (loss) to Adjusted EBITDA is presented in the tables below: Three months ended January 31, 2017 Commercial Solutions Government Solutions Unallocated Total Net sales $ 82,103,000 56,925,000 — $ 139,028,000 Operating income $ 5,864,000 2,338,000 4,647,000 $ 12,849,000 Net income (loss) $ 5,730,000 2,362,000 (1,507,000 ) $ 6,585,000 Provision for income taxes 135,000 — 3,351,000 3,486,000 Interest (income) and other expense (60,000 ) (23,000 ) 9,000 (74,000 ) Interest expense 59,000 (1,000 ) 2,794,000 2,852,000 Amortization of stock-based compensation — — 1,019,000 1,019,000 Amortization of intangibles 4,413,000 1,619,000 — 6,032,000 Depreciation 2,429,000 752,000 387,000 3,568,000 Settlement of intellectual property litigation — — (9,979,000 ) (9,979,000 ) Adjusted EBITDA $ 12,706,000 4,709,000 (3,926,000 ) $ 13,489,000 Purchases of property, plant and equipment $ 1,652,000 413,000 7,000 $ 2,072,000 Total assets at January 31, 2017 $ 620,147,000 197,035,000 66,326,000 $ 883,508,000 Three months ended January 31, 2016 Commercial Solutions Government Solutions Unallocated Total Net sales $ 50,722,000 19,601,000 — $ 70,323,000 Operating income (loss) $ 5,241,000 4,679,000 (6,731,000 ) $ 3,189,000 Net income (loss) $ 5,023,000 4,688,000 (7,235,000 ) $ 2,476,000 Provision for income taxes 116,000 — 634,000 750,000 Interest (income) and other expense 29,000 (9,000 ) (130,000 ) (110,000 ) Interest expense 73,000 — — 73,000 Amortization of stock-based compensation — — 1,074,000 1,074,000 Amortization of intangibles 1,196,000 — — 1,196,000 Depreciation 1,186,000 272,000 8,000 1,466,000 Acquisition plan expenses — — 2,337,000 2,337,000 Adjusted EBITDA $ 7,623,000 4,951,000 (3,312,000 ) $ 9,262,000 Purchases of property, plant and equipment $ 467,000 347,000 13,000 $ 827,000 Total assets at January 31, 2016 $ 227,963,000 77,733,000 156,474,000 $ 462,170,000 Six months ended January 31, 2017 Commercial Solutions Government Solutions Unallocated Total Net sales $ 158,281,000 116,533,000 — $ 274,814,000 Operating income (loss) $ 8,962,000 4,838,000 (1,679,000 ) $ 12,121,000 Net income (loss) $ 8,743,000 4,865,000 (9,512,000 ) $ 4,096,000 Provision for income taxes 158,000 — 1,766,000 1,924,000 Interest (income) and other expense (62,000 ) (26,000 ) 12,000 (76,000 ) Interest expense 123,000 (1,000 ) 6,055,000 6,177,000 Amortization of stock-based compensation — — 1,989,000 1,989,000 Amortization of intangibles 8,849,000 3,238,000 — 12,087,000 Depreciation 5,016,000 1,503,000 798,000 7,317,000 Settlement of intellectual property litigation — — (9,979,000 ) (9,979,000 ) Adjusted EBITDA $ 22,827,000 9,579,000 (8,871,000 ) $ 23,535,000 Purchases of property, plant and equipment $ 3,647,000 423,000 77,000 $ 4,147,000 Total assets at January 31, 2017 $ 620,147,000 197,035,000 66,326,000 $ 883,508,000 Six months ended January 31, 2016 Commercial Solutions Government Solutions Unallocated Total Net sales $ 93,672,000 40,768,000 — $ 134,440,000 Operating income (loss) $ 7,489,000 9,759,000 (11,891,000 ) $ 5,357,000 Net income (loss) $ 7,200,000 9,775,000 (13,060,000 ) $ 3,915,000 Provision for income taxes 92,000 — 1,424,000 1,516,000 Interest (income) and other expense 50,000 (16,000 ) (256,000 ) (222,000 ) Interest expense 148,000 — — 148,000 Amortization of stock-based compensation — — 2,125,000 2,125,000 Amortization of intangibles 2,572,000 — — 2,572,000 Depreciation 2,439,000 541,000 16,000 2,996,000 Acquisition plan expenses — — 3,729,000 3,729,000 Adjusted EBITDA $ 12,501,000 10,300,000 (6,022,000 ) $ 16,779,000 Purchases of property, plant and equipment $ 948,000 500,000 15,000 $ 1,463,000 Total assets at January 31, 2016 $ 227,963,000 77,733,000 156,474,000 $ 462,170,000 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Goodwill [Abstract] | |
Schedule of goodwill by segment | The following table represents the amount of goodwill by reportable operating segment, including the changes in the net carrying value of goodwill during the six months ended January 31, 2017 : Commercial Solutions Government Solutions Total Balance as of July 31, 2016 $ 229,273,000 58,345,000 $ 287,618,000 Changes resulting from TCS acquisition 2,167,000 848,000 3,015,000 Balance as of January 31, 2017 $ 231,440,000 59,193,000 $ 290,633,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible assets with finite lives | Intangible assets with finite lives are as follows: As of January 31, 2017 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 20.3 $ 249,831,000 35,210,000 $ 214,621,000 Technologies 12.3 82,370,000 45,741,000 36,629,000 Trademarks and other 16.3 28,894,000 7,537,000 21,357,000 Total $ 361,095,000 88,488,000 $ 272,607,000 As of July 31, 2016 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 20.3 $ 249,831,000 28,497,000 $ 221,334,000 Technologies 12.3 82,370,000 42,860,000 39,510,000 Trademarks and other 16.3 28,894,000 5,044,000 23,850,000 Total $ 361,095,000 76,401,000 $ 284,694,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated amortization expense consists of the following for the fiscal years ending July 31,: 2017 $ 22,823,000 2018 21,075,000 2019 17,155,000 2020 17,155,000 2021 16,196,000 |
General Narrative (Details)
General Narrative (Details) - operating_segment | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | 3 | 2 | 2 |
Acquisition Narrative (Details)
Acquisition Narrative (Details) - USD ($) | Feb. 23, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Repayments of debt assumed in connection with the acquisition | $ 134,101,000 | |||||
Acquisition plan expenses | $ 2,337,000 | $ 3,729,000 | ||||
Secured Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Secured credit facility, maximum borrowing capacity | 400,000,000 | |||||
TeleCommunication Systems Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Preliminary aggregate purchase price | 340,432,000 | |||||
Enterprise value | 423,629,000 | |||||
Fair value of consideration transferred, net of cash acquired | 280,535,000 | |||||
Cash acquired from the acquisition | 59,897,000 | |||||
Transaction and merger related expenditures | $ 48,000,000 | |||||
Acquisition plan expenses | $ 0 | $ 2,337,000 | $ 0 | $ 3,729,000 | $ 21,276,000 | |
Net sales from the acquisition | $ 75,885,000 | $ 153,885,000 |
Acquisition Summary of Assets A
Acquisition Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Feb. 23, 2016 | Jan. 31, 2017 | Jul. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 290,633,000 | $ 287,618,000 | ||
TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Allocation of aggregate purchase price | $ 340,432,000 | |||
Customer relationships and backlog | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life (in years) | 21 years | |||
Minimum | Trade names | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life (in years) | 10 years | |||
Minimum | Technology | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life (in years) | 5 years | |||
Maximum | Trade names | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life (in years) | 20 years | |||
Maximum | Technology | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life (in years) | 15 years | |||
Purchase Price Allocation | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Shares of TCS common stock purchased | [1] | $ 318,605,000 | ||
Stock-based awards settled | [1] | 21,827,000 | ||
Allocation of aggregate purchase price | [1] | 340,432,000 | ||
Cash and cash equivalents | [1] | 59,897,000 | ||
Current assets | [1] | 115,996,000 | ||
Deferred tax assets, net, non-current | [1] | 83,431,000 | ||
Property, plant and equipment | [1] | 25,689,000 | ||
Other assets, non-current | [1] | 2,641,000 | ||
Current liabilities (excluding interest accrued on debt) | [1] | (119,756,000) | ||
Debt (including interest accrued) | [1] | (134,101,000) | ||
Capital lease obligations | [1] | (8,993,000) | ||
Other liabilities | [1] | (9,156,000) | ||
Net tangible assets at fair value | [1] | 15,648,000 | ||
Deferred tax liabilities | [1] | (104,371,000) | ||
Goodwill | [1] | 151,055,000 | ||
Allocation of aggregate purchase price | [1] | 340,432,000 | ||
Purchase Price Allocation | Customer relationships and backlog | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | [1] | 223,100,000 | ||
Purchase Price Allocation | Trade names | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | [1] | 20,000,000 | ||
Purchase Price Allocation | Technology | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | [1] | 35,000,000 | ||
Measurement Period Adjustments | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Current assets | [2] | (83,000) | ||
Deferred tax assets, net, non-current | [2] | 2,059,000 | ||
Property, plant and equipment | [2] | 0 | ||
Current liabilities (excluding interest accrued on debt) | (4,200,000) | |||
Net tangible assets at fair value | [2] | (2,224,000) | ||
Goodwill | [2] | 2,224,000 | ||
Purchase Price Allocation (as adjusted) | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Shares of TCS common stock purchased | 318,605,000 | |||
Stock-based awards settled | 21,827,000 | |||
Allocation of aggregate purchase price | 340,432,000 | |||
Cash and cash equivalents | 59,897,000 | |||
Current assets | 115,913,000 | |||
Deferred tax assets, net, non-current | 85,490,000 | |||
Property, plant and equipment | 25,689,000 | |||
Other assets, non-current | 2,641,000 | |||
Current liabilities (excluding interest accrued on debt) | (123,956,000) | |||
Debt (including interest accrued) | (134,101,000) | |||
Capital lease obligations | (8,993,000) | |||
Other liabilities | (9,156,000) | |||
Net tangible assets at fair value | 13,424,000 | |||
Deferred tax liabilities | (104,371,000) | |||
Goodwill | 153,279,000 | |||
Allocation of aggregate purchase price | 340,432,000 | |||
Purchase Price Allocation (as adjusted) | Customer relationships and backlog | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 223,100,000 | |||
Purchase Price Allocation (as adjusted) | Trade names | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 20,000,000 | |||
Purchase Price Allocation (as adjusted) | Technology | TeleCommunication Systems Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 35,000,000 | |||
[1] | As reported in the Company's Quarterly Report on Form 10-Q for the three months ended October 31, 2016. | |||
[2] | Principally relates to the finalization of: (i) the estimated fair value of TCS's 911 call handling software warranty obligations; (ii) TCS's income tax returns for the pre-acquisition period which began January 1, 2016 and ended February 23, 2016; and (iii) the related adjustments to deferred income taxes. These measurement period adjustments were recorded to reflect final determinations of estimated fair values of the assets acquired and the liabilities assumed in connection with the TCS acquisition based on facts and circumstances that existed as of the acquisition date. |
Fair Value Measurements and F43
Fair Value Measurements and Financial Instruments (Details) - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Non-current portion of capital lease obligations, a blended interest rate (percent) | 5.40% | |
Non-current portion of capital lease obligations | $ 2,696,000 | $ 4,021,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Earnings Per Share [Abstract] | ||||
Repurchases of common stock (in shares) | 0 | 0 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average performance shares outstanding during the period that are excluded from EPS Calculation (in shares) | 237,000 | 144,000 | 229,000 | 143,000 |
Net income for basic calculation | $ 6,585,000 | $ 2,476,000 | $ 4,096,000 | $ 3,915,000 |
Numerator for diluted calculation | $ 6,585,000 | $ 2,476,000 | $ 4,096,000 | $ 3,915,000 |
Denominator for basic calculation (in shares) | 23,428,000 | 16,186,000 | 23,406,000 | 16,178,000 |
Dilutive effect on shares of stock-based awards (in shares) | 17,000 | 19,000 | 21,000 | 23,000 |
Denominator for diluted calculation (in shares) | 23,445,000 | 16,205,000 | 23,427,000 | 16,201,000 |
Stock options, performance shares (with the performance conditions satisfied), RSUs and restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive equity-classified stock-based awards not included in calculation of diluted earnings per share (in shares) | 2,173,000 | 2,369,000 | 2,305,000 | 2,367,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) | Jan. 31, 2017USD ($)contract | Jul. 31, 2016USD ($)contractcustomer | Jan. 31, 2017USD ($)contract | Jul. 31, 2016USD ($)contractcustomer |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | $ 127,007,000 | $ 151,996,000 | $ 127,007,000 | $ 151,996,000 |
Less allowance for doubtful accounts | 1,462,000 | 1,029,000 | 1,462,000 | 1,029,000 |
Accounts receivable, net | $ 125,545,000 | $ 150,967,000 | $ 125,545,000 | $ 150,967,000 |
Accounts Receivable | Major customer | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of customers accounted for greater than 10% of total accounts receivable | customer | 0 | 0 | ||
Minimum percentage of total accounts receivable outstanding by one customer or individual country requiring additional and separate disclosure | 10.00% | 10.00% | 10.00% | 10.00% |
Accounts Receivable | Major customer | U.S. government and its agencies | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of total accounts receivable | 24.10% | 27.90% | ||
Accounts Receivable | Major customer | Verizon Communications Inc. | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of total accounts receivable | 11.70% | |||
Accounts Receivable | Major customer | North African country end customers | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Percentage of total accounts receivable | 11.80% | 10.50% | ||
Billed Receivables | Commercial and International | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | $ 73,002,000 | $ 90,185,000 | $ 73,002,000 | $ 90,185,000 |
Billed Receivables | U.S. government and its agencies | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | 16,958,000 | 21,465,000 | 16,958,000 | 21,465,000 |
Unbilled Receivables | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Retainage included in unbilled receivables | 118,000 | 118,000 | 118,000 | 118,000 |
Unbilled Receivables | Commercial and International | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | 23,405,000 | 19,333,000 | 23,405,000 | 19,333,000 |
Unbilled Receivables | U.S. government and its agencies | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | 13,642,000 | 21,013,000 | 13,642,000 | 21,013,000 |
Unbilled Receivables | Major customer | U.S. Prime Contractor | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Unbilled receivable related to our large over-the-horizon microwave system contracts | $ 3,860,000 | $ 6,070,000 | $ 3,860,000 | $ 6,070,000 |
Number of large over-the-horizon microwave system contracts | contract | 1 | 1 | 1 | 1 |
Inventories (Details)
Inventories (Details) - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 54,913,000 | $ 54,723,000 |
Work-in-process and finished goods | 32,027,000 | 32,829,000 |
Total inventories | 86,940,000 | 87,552,000 |
Less reserve for excess and obsolete inventories | 15,772,000 | 16,198,000 |
Inventories, net | 71,168,000 | 71,354,000 |
Inventory directly related to long-term contracts | 1,823,000 | 2,896,000 |
Inventory related to contracts from third party commercial customers who outsource their manufacturing to us | $ 1,829,000 | $ 1,428,000 |
Accrued Expenses and Other Cu47
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 | Jan. 31, 2016 | Jul. 31, 2015 |
Business Acquisition [Line Items] | ||||
Accrued wages and benefits | $ 23,395,000 | $ 23,394,000 | ||
Accrued legal costs | 19,909,000 | 32,469,000 | ||
Accrued warranty obligations | 19,014,000 | 15,362,000 | $ 8,624,000 | $ 8,638,000 |
Accrued acquisition-related costs | 0 | 2,119,000 | ||
Accrued contract costs | 10,687,000 | 8,348,000 | ||
Accrued commissions and royalties | 3,233,000 | 3,473,000 | ||
Other | 12,557,000 | 12,869,000 | ||
Accrued expenses and other current liabilities | 88,795,000 | 98,034,000 | ||
TeleCommunication Systems Inc. | Pre-Acquisition Contingencies Related to TCS Intellectual Property | ||||
Business Acquisition [Line Items] | ||||
Accrued legal costs | 14,758,000 | $ 28,112,000 | ||
TeleCommunication Systems Inc. | TCS's 911 call handling software [Member] | ||||
Business Acquisition [Line Items] | ||||
Accrued warranty obligations | $ 10,595,000 |
Accrued Expenses and Other Cu48
Accrued Expenses and Other Current Liabilities - Product Warranty Rollforward (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2017 | Jan. 31, 2016 | |
Business Acquisition [Line Items] | |||
Minimum coverage period of product warranty from the date of shipment | 1 year | ||
Changes in Product Warranty Liability | |||
Accrued warranty obligations, as of the beginning of the period | $ 15,362,000 | $ 8,638,000 | |
Provision for warranty obligations | 3,234,000 | 2,096,000 | |
Adjustment to TCS pre-acquisition contingent liability | 4,200,000 | 0 | |
Charges incurred | (3,782,000) | (2,110,000) | |
Accrued warranty obligations, as of the end of the period | $ 19,014,000 | 19,014,000 | $ 8,624,000 |
TCS's 911 call handling software [Member] | TeleCommunication Systems Inc. | |||
Changes in Product Warranty Liability | |||
Adjustment to TCS pre-acquisition contingent liability | 4,200,000 | ||
Accrued warranty obligations, as of the end of the period | $ 10,595,000 | $ 10,595,000 |
Radyne Acquisition-Related Re49
Radyne Acquisition-Related Restructuring Plan - Summary of Radyne Acquisition Related Restructuring Plan (Details) - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 | Aug. 01, 2008 | Jul. 31, 2008 |
Radyne Acquisition Related Restructuring Plan [Abstract] | ||||
Business acquisition restructuring costs | $ 2,713,000 | |||
Business acquisition restructuring costs related to severance for employees | 613,000 | |||
Total non-cancelable lease obligations | 12,741,000 | |||
Less: Estimated sublease income | 8,600,000 | |||
Total net estimated facility exit costs | 4,141,000 | |||
Less: Interest expense to be accreted | 2,041,000 | |||
Present value of estimated facility exit costs | $ 2,652,000 | $ 3,327,000 | $ 2,100,000 | $ 2,100,000 |
Radyne Acquisition-Related Re50
Radyne Acquisition-Related Restructuring Plan - Activity of Facility Related Exit Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 102 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||||
Present value of estimated facility-related exit costs, beginning balance | $ 3,327,000 | $ 2,100,000 | |||
Cash payments made | (782,000) | (9,795,000) | |||
Cash payments received | 8,600,000 | ||||
Accreted interest recorded | $ 51,000 | $ 73,000 | 107,000 | $ 148,000 | 1,747,000 |
Present value of estimated facility-related exit costs, ending balance | 2,652,000 | 2,652,000 | 2,652,000 | ||
Amount recorded as accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet | 1,459,000 | 1,459,000 | 1,459,000 | ||
Amount recorded as other liabilities in the Condensed Consolidated Balance Sheet | $ 1,193,000 | 1,193,000 | 1,193,000 | ||
Cash payments made | $ 782,000 | $ 9,795,000 |
Radyne Acquisition-Related Re51
Radyne Acquisition-Related Restructuring Plan - Details of Future Cash Payments (Details) - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 | Aug. 01, 2008 | Jul. 31, 2008 |
Radyne Acquisition Related Restructuring Plan [Abstract] | ||||
Future lease payments to be made | $ 2,652,000 | $ 3,327,000 | $ 2,100,000 | $ 2,100,000 |
Interest expense to be accreted in future periods | 294,000 | |||
Total remaining payments | $ 2,946,000 |
Secured Credit Facility (Detail
Secured Credit Facility (Details) | 3 Months Ended | 6 Months Ended | ||||||
Jul. 31, 2017 | Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | Jul. 31, 2016USD ($) | Feb. 23, 2016USD ($) | Jul. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | ||||||||
Current portion of long-term debt | $ 13,281,000 | $ 13,281,000 | $ 11,067,000 | |||||
Non-current portion of long-term debt, net | 229,834,000 | 229,834,000 | 239,969,000 | |||||
Repayment of term loan facility | 4,427,000 | $ 0 | ||||||
Cash and cash equivalents | 63,144,000 | $ 163,466,000 | 63,144,000 | 163,466,000 | 66,805,000 | $ 150,953,000 | ||
Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt | 243,115,000 | 243,115,000 | 251,036,000 | |||||
Current portion of long-term debt | 13,281,000 | 13,281,000 | 11,067,000 | |||||
Non-current portion of long-term debt, net | 229,834,000 | 229,834,000 | 239,969,000 | |||||
Secured credit facility, maximum borrowing capacity | $ 400,000,000 | |||||||
Interest expense related to Credit Facility | 2,708,000 | $ 0 | 5,883,000 | $ 0 | ||||
Outstanding standby letters of credit at period end | 3,690,000 | 3,690,000 | ||||||
Outstanding commercial letters of credit at period end | 0 | 0 | ||||||
Maximum amount of available cash on hand that can be used in leverage ratio calculation | $ 50,000,000 | 50,000,000 | ||||||
Leverage ratio | 2.57 | |||||||
Maximum allowable leverage ratio included in financial covenants | 3 | |||||||
Term Loan Facility | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt, Gross | $ 168,220,000 | 168,220,000 | 172,647,000 | |||||
Unamortized deferred financing costs | 4,909,000 | 4,909,000 | 5,515,000 | |||||
Long-term Debt | 163,311,000 | 163,311,000 | 167,132,000 | |||||
Secured credit facility, maximum borrowing capacity | 250,000,000 | |||||||
Repayment of term loan facility | 4,427,000 | |||||||
Revolving Loan Facility | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt | $ 79,804,000 | $ 79,804,000 | $ 83,904,000 | |||||
Secured credit facility, maximum borrowing capacity | 150,000,000 | |||||||
Revolving Loan Facility | Letter of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Secured credit facility, maximum borrowing capacity | $ 25,000,000 | |||||||
Federal Funds Rate | Revolving Loan Facility | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Variable interest rate (percent) | 0.50% | |||||||
Adjusted LIBO rate | Revolving Loan Facility | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Variable interest rate (percent) | 1.00% | |||||||
Floor interest rate | 1.00% | |||||||
Minimum | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Blended interest rate (percent) | 4.79% | 4.79% | ||||||
Minimum | Revolving Loan Facility | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt | $ 56,904,000 | $ 56,904,000 | ||||||
Maximum | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Blended interest rate (percent) | 5.06% | 5.06% | ||||||
Maximum | Revolving Loan Facility | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt | $ 84,904,000 | $ 84,904,000 | ||||||
Subsequent Event | Secured Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum allowable leverage ratio included in financial covenants | 2.75 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 |
Capital Leases [Abstract] | ||
Net book value of the leased assets | $ 7,125,000 | $ 8,698,000 |
Blended interest rate | 5.40% | |
Remainder of fiscal 2017 | $ 1,880,000 | |
Fiscal 2,018 | 2,473,000 | |
Fiscal 2,019 | 1,469,000 | |
Fiscal 2,020 | 304,000 | |
Fiscal 2,021 | 0 | |
Total minimum lease payments | 6,126,000 | |
Less: amounts representing interest | 366,000 | |
Present value of net minimum lease payments | 5,760,000 | |
Current portion of capital lease obligations | 3,064,000 | 3,592,000 |
Non-current portion of capital lease obligations | 2,696,000 | $ 4,021,000 |
Capital Leases, Option To Buy Leased Asset | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits | $ 9,068,000 | $ 9,171,000 |
Interest accrued relating to income taxes | 97,000 | 63,000 |
Unrecognized tax benefits that would positively impact our effective tax rate, if recognized | 8,084,000 | 8,261,000 |
Non-current income taxes payable | ||
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits | 3,012,000 | 2,992,000 |
Included in the non-current deferred tax liabilities (as an offset to the associated deferred tax asset) | ||
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits | $ 6,056,000 | $ 6,179,000 |
Stock-Based Compensation - Over
Stock-Based Compensation - Overview (Details) - shares | 6 Months Ended | ||
Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | |
Stock options | |||
Stock-Based Awards Outstanding By Award Type | |||
Number of stock-based option awards outstanding at period end (in shares) | 1,910,576 | 2,138,174 | 2,256,679 |
2000 Stock Incentive Plan | |||
2000 Stock Incentive Plan | |||
Aggregate maximum number of shares of common stock which may be issued under stock option plan (in shares) | 9,462,500 | ||
Aggregate net number of stock-based awards granted (in shares) | 7,685,537 | ||
Aggregate number of stock based awards expired and canceled (in shares) | 3,650,782 | ||
Aggregate number of stock-based awards exercised (in shares) | 5,206,985 | ||
Stock-Based Awards Outstanding By Award Type | |||
Number of total stock-based awards outstanding (in shares) | 2,478,552 | ||
2000 Stock Incentive Plan | Stock options | |||
2000 Stock Incentive Plan | |||
Maximum term for grants of incentive and non-qualified stock-based awards, excluding incentive stock-based awards granted to stockholders who own more than 10% of the voting power | 10 years | ||
Percentage of a stockholder's voting power that limits the contractual term of an incentive stock-based award | 10.00% | ||
Maximum term for incentive stock-based awards granted to stockholders who own more than 10% of the voting power | 5 years | ||
Stock-Based Awards Outstanding By Award Type | |||
Number of stock-based option awards outstanding at period end (in shares) | 1,910,576 | ||
2000 Stock Incentive Plan | Performance shares | |||
Stock-Based Awards Outstanding By Award Type | |||
Number of stock-based non-option awards outstanding at period end (in shares) | 252,000 | ||
2000 Stock Incentive Plan | RSUs and restricted stock | |||
Stock-Based Awards Outstanding By Award Type | |||
Number of stock-based non-option awards outstanding at period end (in shares) | 308,217 | ||
2000 Stock Incentive Plan | Share units | |||
Stock-Based Awards Outstanding By Award Type | |||
Number of stock-based non-option awards outstanding at period end (in shares) | 7,759 | ||
2001 Employee Stock Purchase Plan | Employee Stock Purchase Plan - ESPP | |||
2000 Stock Incentive Plan | |||
Aggregate maximum number of shares of common stock which may be issued under stock option plan (in shares) | 800,000 | ||
2001 Employee Stock Purchase Plan | |||
Discount rate from market value, on purchase date, offered to employees participating in the Employee Stock Purchase Plan (ESPP) | 85.00% | ||
Total number of shares of common stock issued to employees under employee stock purchase plan and through the end of the reporting period (in shares) | 667,598 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expenses (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2016 | Jul. 31, 2016 | |
Stock-based Compensation Expenses | ||||||
Stock-based compensation expense before income tax benefit | $ 1,019,000 | $ 1,074,000 | $ 1,989,000 | $ 2,125,000 | ||
Estimated income tax benefit | (361,000) | (347,000) | (702,000) | (712,000) | ||
Net stock-based compensation expense | 658,000 | 727,000 | 1,287,000 | 1,413,000 | ||
Total remaining unrecognized compensation cost related to the unvested stock-based awards | 8,741,000 | 8,741,000 | ||||
Estimated forfeitures related to unvested stock-based awards | 771,000 | $ 771,000 | ||||
Weighted average number of years net compensation cost is expected to be recognized over | 3 years | |||||
Stock-based compensation capitalized and included in ending inventory | 51,000 | $ 51,000 | $ 51,000 | |||
Stock Options | ||||||
Stock-based Compensation Expenses | ||||||
Stock-based compensation expense before income tax benefit | $ 386,000 | 609,000 | $ 632,000 | 1,212,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |||||
Number of stock-based option awards outstanding at period end (in shares) | 1,910,576 | 1,910,576 | 2,138,174 | 2,256,679 | ||
Performance Shares | ||||||
Stock-based Compensation Expenses | ||||||
Stock-based compensation expense before income tax benefit | $ 372,000 | 390,000 | $ 866,000 | 724,000 | ||
Employee Stock Purchase Plan - ESPP | ||||||
Stock-based Compensation Expenses | ||||||
Stock-based compensation expense before income tax benefit | 37,000 | 40,000 | 79,000 | 83,000 | ||
RSUs and restricted stock | ||||||
Stock-based Compensation Expenses | ||||||
Stock-based compensation expense before income tax benefit | $ 224,000 | 35,000 | $ 412,000 | 106,000 | ||
Stock Appreciation Rights (SARs) | ||||||
Stock-based Compensation Expenses | ||||||
Number of stock-based option awards outstanding at period end (in shares) | 0 | 0 | 0 | |||
Cost of sales | ||||||
Stock-based Compensation Expenses | ||||||
Stock-based compensation expense before income tax benefit | $ 58,000 | 100,000 | $ 106,000 | 163,000 | ||
Selling, general and administrative expenses | ||||||
Stock-based Compensation Expenses | ||||||
Stock-based compensation expense before income tax benefit | 878,000 | 881,000 | 1,729,000 | 1,755,000 | ||
Research and development expenses | ||||||
Stock-based Compensation Expenses | ||||||
Stock-based compensation expense before income tax benefit | $ 83,000 | $ 93,000 | $ 154,000 | $ 207,000 | ||
2001 Employee Stock Purchase Plan | Employee Stock Purchase Plan - ESPP | ||||||
Stock-based Compensation Expenses | ||||||
Discount offered to employees participating in the ESPP as a percentage of market price | 15.00% | 15.00% |
Stock-Based Compensation - Inco
Stock-Based Compensation - Income Tax Benefit From Stock-based Awards (Details) - USD ($) | 6 Months Ended | |||
Jan. 31, 2017 | Jan. 31, 2016 | Jul. 31, 2016 | Aug. 01, 2005 | |
Income Tax Benefits From Stock Based Awards [Abstract] | ||||
Actual income tax benefit recorded for the tax deductions relating to the settlement of stock-based awards | $ 335,000 | $ 132,000 | ||
Less: Tax benefit initially recognized on settled stock-based awards vesting subsequent to the adoption of accounting standards that require us to expense stock-based awards | 274,000 | 127,000 | ||
Excess income tax benefit from settled equity-classified stock-based awards recorded as an increase to additional paid-in capital and reported as a cash inflow from financing activities in our Condensed Consolidated Statements of Cash Flows | 61,000 | 5,000 | ||
Hypothetical tax benefits related to stock-based awards | 16,336,000 | $ 16,937,000 | $ 8,593,000 | |
Reduction to APIC and accumulated hypothetical tax benefits | $ 601,000 | $ 78,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - Stock Options - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2017 | Oct. 31, 2016 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Awards (in Shares) | |||||
Outstanding, Beginning Balance (in shares) | 2,138,174 | 2,256,679 | 2,256,679 | ||
Expired/canceled (in shares) | (227,598) | (118,505) | |||
Exercised (in shares) | 0 | 0 | |||
Outstanding, Ending Balance (in shares) | 1,910,576 | 2,138,174 | 1,910,576 | ||
Exercisable, Ending Balance (in shares) | 1,168,372 | 1,168,372 | |||
Vested and Expected to Vest, Ending Balance (in shares) | 1,850,536 | 1,850,536 | |||
Weighted Average Exercise Price | |||||
Outstanding, Beginning Balance (in dollars per share) | $ 28.96 | $ 28.87 | $ 28.87 | ||
Expired/canceled (in dollars per share) | 32.06 | 27.34 | |||
Outstanding, Ending Balance (in dollars per share) | 28.59 | $ 28.96 | 28.59 | ||
Exercisable, Ending Balance (in dollars per share) | 28.57 | 28.57 | |||
Vested and Expected to Vest, Ending Balance (in dollars per share) | $ 28.58 | $ 28.58 | |||
Weighted Average Remaining Contractual Term (Years) | |||||
Outstanding, Ending Balance | 6 years 4 days | ||||
Exercisable, Ending Balance | 5 years 2 months 4 days | ||||
Vested And Expected To Vest, Ending Balance | 5 years 11 months 18 days | ||||
Aggregate Intrinsic Value | |||||
Outstanding, Ending Balance | $ 0 | $ 0 | |||
Exercisable, Ending Balance | 0 | 0 | |||
Vested and Expected to Vest, Ending Balance | $ 0 | $ 0 | |||
Additional Disclosures | |||||
Exercise price, lower range limit (in dollars per share) | $ 12.43 | ||||
Exercise price, upper range limit (in dollars per share) | $ 33.94 | ||||
Granted (in shares) | 0 | ||||
Total intrinsic value of stock-based awards settled | $ 32,000 | ||||
Vested stock based awards net settled upon exercise (in shares) | 0 | 19,200 | |||
Common stock issued for net settlement of stock-based awards (in shares) | 706 | ||||
Per share weighted average grant date fair value of stock based awards granted (in dollars per share) | $ 3.69 | $ 5.69 | |||
Fair Value Assumptions | |||||
Expected dividend yield | 5.74% | 4.32% | |||
Expected volatility | 34.76% | 34.27% | |||
Risk-free interest rate | 1.64% | 1.54% | |||
Expected life (years) | 5 years 15 days | 5 years 1 month 29 days | |||
Minimum | |||||
Additional Disclosures | |||||
Contractual term (in years) | 5 years | ||||
Vesting period (in years) | 3 years | ||||
Maximum | |||||
Additional Disclosures | |||||
Contractual term (in years) | 10 years | ||||
Vesting period (in years) | 5 years |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Shares, RSUs, Restricted Stock and Share Unit Awards (Details) | Jan. 31, 2017USD ($)$ / sharesshares | Jan. 31, 2017USD ($)$ / sharesshares | Oct. 31, 2016$ / sharesshares | Jan. 31, 2016USD ($) | Jan. 31, 2017USD ($)$ / sharesshares | Jan. 31, 2016USD ($) | Jul. 31, 2016USD ($) |
Additional Disclosures | |||||||
Accrual of dividend equivalents, net of reversal | $ | $ 179,000 | ||||||
Carrying value at period end | $ | $ 417,049,000 | $ 417,049,000 | 417,049,000 | $ 450,795,000 | |||
Cash payments to remit employee's minimum statutory tax withholding requirements related to the net settlement of stock-based awards | $ | $ 244,000 | $ 73,000 | |||||
Performance Shares, RSUs, Restricted Stock and Share Units | |||||||
Awards (in Shares) | |||||||
Outstanding, Beginning Balance (in shares) | 592,036 | 217,213 | 217,213 | ||||
Granted (in shares) | 2,632 | 418,684 | |||||
Converted to common stock (in shares) | (19,866) | (38,706) | |||||
Forfeited (in shares) | (6,826) | (5,155) | |||||
Outstanding, Ending Balance (in shares) | 567,976 | 567,976 | 592,036 | 567,976 | |||
Vested, Ending Balance (in shares) | 35,400 | 35,400 | 35,400 | ||||
Vested and Expected to Vest, Ending Balance (in shares) | 542,282 | 542,282 | 542,282 | ||||
Weighted Average Grant Date Fair Value | |||||||
Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 17.80 | $ 28.32 | $ 28.32 | ||||
Granted (in dollars per share) | $ / shares | 11.40 | 13.10 | |||||
Converted to common stock (in dollars per share) | $ / shares | 29.41 | 14.75 | |||||
Forfeited (in dollars per share) | $ / shares | 19.65 | 25.10 | |||||
Outstanding, Ending Balance (in dollars per share) | $ / shares | $ 17.34 | 17.34 | $ 17.80 | 17.34 | |||
Vested, Ending Balance (in dollars per share) | $ / shares | 26.94 | 26.94 | 26.94 | ||||
Vested and Expected to Vest, Ending Balance (in dollars per share) | $ / shares | $ 17.34 | $ 17.34 | $ 17.34 | ||||
Aggregate Intrinsic Value | |||||||
Outstanding, Ending Balance | $ | $ 6,094,000 | $ 6,094,000 | $ 6,094,000 | ||||
Vested, Ending Balance | $ | 380,000 | ||||||
Vested and Expected to Vest, Ending Balance | $ | $ 5,819,000 | 5,819,000 | 5,819,000 | ||||
Additional Disclosures | |||||||
Total intrinsic value of stock-based awards settled | $ | $ 208,000 | $ 102,000 | $ 633,000 | $ 275,000 | |||
Performance Shares | |||||||
Additional Disclosures | |||||||
RSUs and restricted stock into common stock, conversion ratio | 1 | 1 | 1 | ||||
Performance Shares | Granted prior to fiscal 2014 | |||||||
Additional Disclosures | |||||||
Vesting period (in years) | 5 years 3 months 19 days | ||||||
Performance Shares | Granted since fiscal 2014 | |||||||
Additional Disclosures | |||||||
Performance period (in years) | 3 years | 3 years | |||||
RSUs and restricted stock | Non-Employee Director | |||||||
Additional Disclosures | |||||||
Vesting period (in years) | 3 years | ||||||
RSUs and restricted stock into common stock, conversion ratio | 1 | 1 | 1 | ||||
RSUs and restricted stock | Employees | |||||||
Additional Disclosures | |||||||
Vesting period (in years) | 5 years | ||||||
RSUs and restricted stock into common stock, conversion ratio | 1 | 1 | 1 | ||||
Share units | |||||||
Additional Disclosures | |||||||
RSUs and restricted stock into common stock, conversion ratio | 1 | 1 | 1 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Granted Units Converted Into Common Stock | 744 | ||||||
Dividend Equivalents | |||||||
Additional Disclosures | |||||||
Accrual of dividend equivalents, net of reversal | $ | $ 179,000 | ||||||
Dividend equivalents paid | $ | 164,000 | ||||||
Carrying value at period end | $ | $ 472,000 | $ 472,000 | $ 472,000 | $ 457,000 | |||
2000 Stock Incentive Plan | Performance Shares | |||||||
Awards (in Shares) | |||||||
Outstanding, Ending Balance (in shares) | 252,000 | 252,000 | 252,000 | ||||
2000 Stock Incentive Plan | RSUs and restricted stock | |||||||
Awards (in Shares) | |||||||
Outstanding, Ending Balance (in shares) | 308,217 | 308,217 | 308,217 | ||||
2000 Stock Incentive Plan | Share units | |||||||
Awards (in Shares) | |||||||
Outstanding, Ending Balance (in shares) | 7,759 | 7,759 | 7,759 |
Customer and Geographic Infor60
Customer and Geographic Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Revenues from External Customers | ||||
Percentage of revenue generated from external customer type | 100.00% | 100.00% | 100.00% | 100.00% |
Major customer | ||||
Revenues from External Customers | ||||
Minimum percentage of consolidated net sales sold to one customer or individual country requiring additional and separate disclosure | 10.00% | 10.00% | 10.00% | 10.00% |
Major customer | Sales Revenue, Net | ||||
Revenues from External Customers | ||||
Percentage of revenue generated from external customer type | 0.00% | 0.00% | 0.00% | 0.00% |
U.S. government | ||||
Revenues from External Customers | ||||
Percentage of revenue generated from external customer type | 32.10% | 42.00% | 33.70% | 41.70% |
Commercial (United States) | ||||
Revenues from External Customers | ||||
Percentage of revenue generated from external customer type | 35.80% | 20.00% | 36.30% | 17.40% |
Total United States | ||||
Revenues from External Customers | ||||
Percentage of revenue generated from external customer type | 67.90% | 62.00% | 70.00% | 59.10% |
International | ||||
Revenues from External Customers | ||||
Revenue generated from external customers | $ 44,623,000 | $ 26,731,000 | $ 82,457,000 | $ 54,983,000 |
Percentage of revenue generated from external customer type | 32.10% | 38.00% | 30.00% | 40.90% |
Segment Information (Details)
Segment Information (Details) | Jan. 31, 2016USD ($)operating_segment | Jan. 31, 2017USD ($)operating_segment | Jan. 31, 2016USD ($) | Jan. 31, 2017USD ($)operating_segment | Jan. 31, 2016USD ($) | Jul. 31, 2016USD ($) |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | operating_segment | 3 | 2 | 2 | |||
Net sales | $ 139,028,000 | $ 70,323,000 | $ 274,814,000 | $ 134,440,000 | ||
Operating income (loss) | 12,849,000 | 3,189,000 | 12,121,000 | 5,357,000 | ||
Net income | 6,585,000 | 2,476,000 | 4,096,000 | 3,915,000 | ||
Provision for income taxes | 3,486,000 | 750,000 | 1,924,000 | 1,516,000 | ||
Interest (income) and other expense | (74,000) | (110,000) | (76,000) | (222,000) | ||
Interest expense | 2,852,000 | 73,000 | 6,177,000 | 148,000 | ||
Amortization of stock-based compensation | 1,019,000 | 1,074,000 | 1,989,000 | 2,125,000 | ||
Amortization of intangibles | 6,032,000 | 1,196,000 | 12,087,000 | 2,572,000 | ||
Depreciation | 3,568,000 | 1,466,000 | 7,317,000 | 2,996,000 | ||
Settlement of intellectual property litigation | (9,979,000) | 0 | (9,979,000) | 0 | ||
Acquisition plan expenses | 2,337,000 | 3,729,000 | ||||
Adjusted EBITDA | 13,489,000 | 9,262,000 | 23,535,000 | 16,779,000 | ||
Purchases of property, plant and equipment | 2,072,000 | 827,000 | 4,147,000 | 1,463,000 | ||
Total assets | $ 462,170,000 | 883,508,000 | 462,170,000 | 883,508,000 | 462,170,000 | $ 921,196,000 |
Secured Credit Facility | ||||||
Segment Reporting Information [Line Items] | ||||||
Credit Facility Interest Expense For Period | 2,708,000 | 0 | 5,883,000 | 0 | ||
Corporate, Non-Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 0 | 0 | 0 | 0 | ||
Operating income (loss) | 4,647,000 | (6,731,000) | (1,679,000) | (11,891,000) | ||
Net income | (1,507,000) | (7,235,000) | (9,512,000) | (13,060,000) | ||
Provision for income taxes | 3,351,000 | 634,000 | 1,766,000 | 1,424,000 | ||
Interest (income) and other expense | 9,000 | (130,000) | 12,000 | (256,000) | ||
Interest expense | 2,794,000 | 0 | 6,055,000 | 0 | ||
Amortization of stock-based compensation | 1,019,000 | 1,074,000 | 1,989,000 | 2,125,000 | ||
Amortization of intangibles | 0 | 0 | 0 | 0 | ||
Depreciation | 387,000 | 8,000 | 798,000 | 16,000 | ||
Settlement of intellectual property litigation | (9,979,000) | (9,979,000) | ||||
Acquisition plan expenses | 2,337,000 | 3,729,000 | ||||
Adjusted EBITDA | (3,926,000) | (3,312,000) | (8,871,000) | (6,022,000) | ||
Purchases of property, plant and equipment | 7,000 | 13,000 | 77,000 | 15,000 | ||
Total assets | 156,474,000 | 66,326,000 | 156,474,000 | 66,326,000 | 156,474,000 | |
Commercial Solutions Segment | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 82,103,000 | 50,722,000 | 158,281,000 | 93,672,000 | ||
Operating income (loss) | 5,864,000 | 5,241,000 | 8,962,000 | 7,489,000 | ||
Net income | 5,730,000 | 5,023,000 | 8,743,000 | 7,200,000 | ||
Provision for income taxes | 135,000 | 116,000 | 158,000 | 92,000 | ||
Interest (income) and other expense | (60,000) | 29,000 | (62,000) | 50,000 | ||
Interest expense | 59,000 | 73,000 | 123,000 | 148,000 | ||
Amortization of stock-based compensation | 0 | 0 | 0 | 0 | ||
Amortization of intangibles | 4,413,000 | 1,196,000 | 8,849,000 | 2,572,000 | ||
Depreciation | 2,429,000 | 1,186,000 | 5,016,000 | 2,439,000 | ||
Settlement of intellectual property litigation | 0 | 0 | ||||
Acquisition plan expenses | 0 | 0 | ||||
Adjusted EBITDA | 12,706,000 | 7,623,000 | 22,827,000 | 12,501,000 | ||
Purchases of property, plant and equipment | 1,652,000 | 467,000 | 3,647,000 | 948,000 | ||
Total assets | 227,963,000 | 620,147,000 | 227,963,000 | 620,147,000 | 227,963,000 | |
Commercial Solutions Segment | Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Intersegment sales | 3,059,000 | 805,000 | 6,485,000 | 1,884,000 | ||
Government Solutions Segment | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 56,925,000 | 19,601,000 | 116,533,000 | 40,768,000 | ||
Operating income (loss) | 2,338,000 | 4,679,000 | 4,838,000 | 9,759,000 | ||
Net income | 2,362,000 | 4,688,000 | 4,865,000 | 9,775,000 | ||
Provision for income taxes | 0 | 0 | 0 | 0 | ||
Interest (income) and other expense | (23,000) | (9,000) | (26,000) | (16,000) | ||
Interest expense | (1,000) | 0 | (1,000) | 0 | ||
Amortization of stock-based compensation | 0 | 0 | 0 | 0 | ||
Amortization of intangibles | 1,619,000 | 0 | 3,238,000 | 0 | ||
Depreciation | 752,000 | 272,000 | 1,503,000 | 541,000 | ||
Settlement of intellectual property litigation | 0 | 0 | ||||
Acquisition plan expenses | 0 | 0 | ||||
Adjusted EBITDA | 4,709,000 | 4,951,000 | 9,579,000 | 10,300,000 | ||
Purchases of property, plant and equipment | 413,000 | 347,000 | 423,000 | 500,000 | ||
Total assets | $ 77,733,000 | $ 197,035,000 | $ 77,733,000 | $ 197,035,000 | $ 77,733,000 |
Goodwill (Details)
Goodwill (Details) | Jan. 31, 2016operating_segment | Jan. 31, 2017USD ($)operating_segment | Jan. 31, 2017USD ($)operating_segment | Aug. 01, 2016$ / shares |
Goodwill [Line Items] | ||||
Balance as of July 31, 2016 | $ 287,618,000 | |||
Changes resulting from TCS acquisition | 3,015,000 | |||
Balance as of January 31, 2017 | $ 290,633,000 | $ 290,633,000 | ||
Number of reportable segments | operating_segment | 3 | 2 | 2 | |
Commercial Solutions Segment | ||||
Goodwill [Line Items] | ||||
Balance as of July 31, 2016 | $ 229,273,000 | |||
Changes resulting from TCS acquisition | 2,167,000 | |||
Balance as of January 31, 2017 | $ 231,440,000 | 231,440,000 | ||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 11.80% | |||
Government Solutions Segment | ||||
Goodwill [Line Items] | ||||
Balance as of July 31, 2016 | 58,345,000 | |||
Changes resulting from TCS acquisition | 848,000 | |||
Balance as of January 31, 2017 | $ 59,193,000 | $ 59,193,000 | ||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 40.50% | |||
Common Stock [Member] | ||||
Goodwill [Line Items] | ||||
Common stock price (in dollars per share) | $ / shares | $ 13.43 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Jul. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | $ 361,095,000 | $ 361,095,000 | $ 361,095,000 | ||
Accumulated amortization | 88,488,000 | 88,488,000 | 76,401,000 | ||
Net carrying amount | 272,607,000 | 272,607,000 | $ 284,694,000 | ||
Amortization of intangibles | 6,032,000 | $ 1,196,000 | 12,087,000 | $ 2,572,000 | |
Amortization expense - year one | 22,823,000 | 22,823,000 | |||
Amortization expense - year two | 21,075,000 | 21,075,000 | |||
Amortization expense - year three | 17,155,000 | 17,155,000 | |||
Amortization expense - year four | 17,155,000 | 17,155,000 | |||
Amortization expense - year five | 16,196,000 | $ 16,196,000 | |||
Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period | 20 years 3 months 18 days | 20 years 3 months 18 days | |||
Gross carrying amount | 249,831,000 | $ 249,831,000 | $ 249,831,000 | ||
Accumulated amortization | 35,210,000 | 35,210,000 | 28,497,000 | ||
Net carrying amount | 214,621,000 | $ 214,621,000 | $ 221,334,000 | ||
Technologies | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period | 12 years 3 months 18 days | 12 years 3 months 18 days | |||
Gross carrying amount | 82,370,000 | $ 82,370,000 | $ 82,370,000 | ||
Accumulated amortization | 45,741,000 | 45,741,000 | 42,860,000 | ||
Net carrying amount | 36,629,000 | $ 36,629,000 | $ 39,510,000 | ||
Trademarks and other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period | 16 years 3 months 18 days | 16 years 3 months 18 days | |||
Gross carrying amount | 28,894,000 | $ 28,894,000 | $ 28,894,000 | ||
Accumulated amortization | 7,537,000 | 7,537,000 | 5,044,000 | ||
Net carrying amount | $ 21,357,000 | $ 21,357,000 | $ 23,850,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Mar. 08, 2017 | Oct. 06, 2016 | Jun. 30, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Mar. 07, 2017 | Dec. 07, 2016 |
Class of Stock [Line Items] | |||||||
Number of common stock sold in public offering (in shares) | 7,145,000 | ||||||
Price per share (in dollars per share) | $ 14 | ||||||
Proceeds from sale of common stock | $ 95,029,000 | ||||||
Aggregate registered amount available for sale of securities under shelf registration statement | $ 74,970,000 | ||||||
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | |||||||
Stock repurchase program, remaining authorized repurchase amount | 8,664,000 | ||||||
Maximum amount authorized by the Board of Directors for repurchases of the Company's common stock | $ 100,000,000 | ||||||
Repurchases of common stock (in shares) | 0 | 0 | |||||
Dividends [Abstract] | |||||||
Quarterly dividend payment amount per share (in dollars per share) | $ 0.30 | $ 0.10 | |||||
Dividends, cash paid (in dollars per share) | $ 0.30 | ||||||
Subsequent Event | |||||||
Class of Stock [Line Items] | |||||||
Aggregate registered amount available for sale of securities under shelf registration statement | $ 74,970,000 | ||||||
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | |||||||
Stock repurchase program, remaining authorized repurchase amount | $ 8,664,000 | ||||||
Dividends [Abstract] | |||||||
Quarterly dividend payment amount per share (in dollars per share) | $ 0.10 | ||||||
Targeted quarterly dividend amount per common share for the fourth quarter of fiscal 2017 (in dollars per share) | $ 0.10 |
Legal Proceedings and Other M65
Legal Proceedings and Other Matters Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jan. 31, 2017 | Jan. 31, 2017 | |
TracBeam, LLC | ||
Loss Contingencies [Line Items] | ||
A favorable contribution, net of estimated legal fees, to operating income related to a final settlement of a TCS IP matter | $ 9,979,000 | |
Other Matters | ||
Loss Contingencies [Line Items] | ||
Sales value of equipment | $ 288,000 | |
TeleCommunication Systems Inc. | TracBeam, LLC | ||
Loss Contingencies [Line Items] | ||
A favorable contribution, net of estimated legal fees, to operating income related to a final settlement of a TCS IP matter | $ 9,979,000 |