Cover
Cover - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Sep. 23, 2022 | Jan. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jul. 31, 2022 | ||
Current Fiscal Year End Date | --07-31 | ||
Document Transition Report | false | ||
Entity File Number | 0-7928 | ||
Entity Registrant Name | COMTECH TELECOMMUNICATIONS CORP /DE/ | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 11-2139466 | ||
Entity Address, Address Line One | 68 South Service Road | ||
Entity Address, Address Line Two | Suite 230 | ||
Entity Address, City or Town | Melville | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11747 | ||
City Area Code | (631) | ||
Local Phone Number | 962-7000 | ||
Title of 12(b) Security | Common Stock, par value $.10 per share | ||
Trading Symbol | CMTL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 525,123,000 | ||
Entity Common Stock, Shares Outstanding | 27,676,772 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE. Certain portions of the document listed below have been incorporated by reference into the indicated Part of this Annual Report on Form 10-K: Proxy Statement for 2022 Annual Meeting of Stockholders - Part III | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Central Index Key | 0000023197 |
Audit Information
Audit Information | 12 Months Ended |
Jul. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Jericho, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,654,000 | $ 30,861,000 |
Accounts receivable, net | 123,711,000 | 158,110,000 |
Inventories, net | 96,317,000 | 80,358,000 |
Prepaid expenses and other current assets | 21,649,000 | 18,167,000 |
Total current assets | 263,331,000 | 287,496,000 |
Property, plant and equipment, net | 50,363,000 | 35,286,000 |
Operating lease right-of-use assets, net | 49,767,000 | 44,486,000 |
Goodwill | 347,692,000 | 347,698,000 |
Intangibles with finite lives, net | 247,303,000 | 268,699,000 |
Deferred financing costs, net | 1,014,000 | 1,824,000 |
Other assets, net | 14,827,000 | 7,622,000 |
Total assets | 974,297,000 | 993,111,000 |
Current liabilities: | ||
Accounts payable | 44,591,000 | 36,193,000 |
Accrued expenses and other current liabilities | 72,662,000 | 89,601,000 |
Operating lease liabilities, current | 8,685,000 | 8,841,000 |
Dividends payable | 2,746,000 | 2,601,000 |
Contract liabilities | 64,601,000 | 66,130,000 |
Interest payable | 172,000 | 195,000 |
Total current liabilities | 193,457,000 | 203,561,000 |
Non-current portion of long-term debt, net | 130,000,000 | 201,000,000 |
Operating lease liabilities, non-current | 44,423,000 | 39,569,000 |
Income taxes payable | 3,007,000 | 2,717,000 |
Deferred tax liability, net | 15,355,000 | 21,230,000 |
Long-term contract liabilities | 9,975,000 | 9,808,000 |
Other liabilities | 6,291,000 | 14,507,000 |
Total liabilities | 402,508,000 | 492,392,000 |
Commitments and contingencies (See Note 12) | ||
Convertible preferred stock, par value $0.10 per share; authorized 125,000 shares; issued 100,000 at July 31, 2022 (includes accrued dividends of $566,000) | 105,204,000 | |
Stockholders’ equity: | ||
Preferred stock, par value $0.10 per share; authorized and unissued 1,875,000 shares | 0 | 0 |
Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 42,672,827 shares and 41,281,812 shares at July 31, 2022 and 2021, respectively | 4,267,000 | 4,128,000 |
Additional paid-in capital | 625,484,000 | 605,439,000 |
Retained earnings | 278,683,000 | 333,001,000 |
Stockholders' equity before treasury stock | 908,434,000 | 942,568,000 |
Treasury stock, at cost (15,033,317 shares at July 31, 2022 and 2021) | (441,849,000) | (441,849,000) |
Total stockholders’ equity | 466,585,000 | 500,719,000 |
Total liabilities, convertible preferred stock and stockholders’ equity | $ 974,297,000 | $ 993,111,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Stockholders’ equity: | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.10 | |
Convertible preferred stock, shares authorized (in shares) | 125,000 | |
Convertible preferred stock, shares issued (in shares) | 100,000 | |
Convertible preferred stock, accrued dividends | $ 566,000 | |
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized (in shares) | 1,875,000 | 1,875,000 |
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) | 42,672,827 | 41,281,812 |
Treasury stock, shares (in shares) | 15,033,317 | 15,033,317 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 486,239,000 | $ 581,695,000 | $ 616,715,000 |
Cost of sales | 306,403,000 | 367,737,000 | 389,882,000 |
Gross profit | 179,836,000 | 213,958,000 | 226,833,000 |
Expenses: | |||
Selling, general and administrative | 114,858,000 | 111,796,000 | 117,130,000 |
Research and development | 52,532,000 | 49,148,000 | 52,180,000 |
Amortization of intangibles | 21,396,000 | 21,020,000 | 21,595,000 |
CEO transition costs | 13,554,000 | 0 | 0 |
Proxy solicitation costs | 11,248,000 | 0 | 0 |
Acquisition plan expenses | 0 | 100,292,000 | 20,754,000 |
Total operating expenses | 213,588,000 | 282,256,000 | 211,659,000 |
Operating (loss) income | (33,752,000) | (68,298,000) | 15,174,000 |
Other expenses (income): | |||
Interest expense | 5,031,000 | 6,821,000 | 6,054,000 |
Interest (income) and other | (703,000) | (139,000) | (190,000) |
Change in fair value of convertible preferred stock purchase option liability | (1,005,000) | 0 | 0 |
(Loss) income before (benefit from) provision for income taxes | (37,075,000) | (74,980,000) | 9,310,000 |
(Benefit from) provision for income taxes | (4,023,000) | (1,500,000) | 2,290,000 |
Net (loss) income | (33,052,000) | (73,480,000) | 7,020,000 |
Convertible preferred stock issuance costs | (4,007,000) | 0 | 0 |
Establishment of initial convertible preferred stock purchase option liability | (1,005,000) | 0 | 0 |
Dividend on convertible preferred stock | (5,204,000) | 0 | 0 |
Net (loss) income attributable to common stockholders | $ (43,268,000) | $ (73,480,000) | $ 7,020,000 |
Net (loss) income per share: | |||
Basic (in dollars per share) | $ (1.63) | $ (2.86) | $ 0.28 |
Diluted (in dollars per share) | $ (1.63) | $ (2.86) | $ 0.28 |
Weighted average number of common shares outstanding - basic (in shares) | 26,506,000 | 25,685,000 | 24,798,000 |
Weighted average number of common and common equivalent shares outstanding - diluted (in shares) | 26,506,000 | 25,685,000 | 24,899,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Convertible preferred stock issuance costs | $ 0 | ||||||
Establishment of initial convertible preferred stock purchase option liability | 0 | ||||||
Beginning balance (in shares) at Jul. 31, 2019 | 39,276,161 | ||||||
Beginning balance (in shares) at Jul. 31, 2019 | 15,033,317 | ||||||
Beginning balance at Jul. 31, 2019 | 535,082,000 | $ 3,928,000 | $ 552,670,000 | $ 420,333,000 | $ (441,849,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-classified stock award compensation | $ 9,275,000 | 9,275,000 | |||||
Proceeds from exercises of stock options (in shares) | 285,790 | 16,700 | |||||
Proceeds from exercises of stock options | $ 468,000 | $ 2,000 | 466,000 | ||||
Proceeds from issuance of employee stock purchase plan shares (in shares) | 52,958 | ||||||
Proceeds from issuance of employee stock purchase plan shares | 855,000 | $ 5,000 | 850,000 | ||||
Issuance of restricted stock (in shares) | 3,319 | ||||||
Issuance of restricted stock | 0 | $ 0 | 0 | ||||
Net settlement of stock-based awards (in shares) | 251,797 | ||||||
Net settlement of stock-based awards | (4,888,000) | $ 25,000 | (4,913,000) | ||||
Common stock issued for acquisitions (in shares) | 323,504 | ||||||
Common stock issued for acquisitions | 11,575,000 | $ 32,000 | 11,543,000 | ||||
Cash dividends declared, net | (9,794,000) | (9,794,000) | |||||
Accrual of dividend equivalents, net of reversal | (294,000) | (294,000) | |||||
Net (loss) income | 7,020,000 | 7,020,000 | |||||
Ending balance (in shares) at Jul. 31, 2020 | 39,924,439 | ||||||
Ending balance (in shares) at Jul. 31, 2020 | 15,033,317 | ||||||
Ending balance at Jul. 31, 2020 | 549,299,000 | $ (215,000) | $ 3,992,000 | 569,891,000 | 417,265,000 | $ (215,000) | $ (441,849,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 [Member] | ||||||
Convertible preferred stock issuance costs | 0 | ||||||
Establishment of initial convertible preferred stock purchase option liability | 0 | ||||||
Equity-classified stock award compensation | 9,983,000 | 9,983,000 | |||||
Proceeds from issuance of employee stock purchase plan shares (in shares) | 54,762 | ||||||
Proceeds from issuance of employee stock purchase plan shares | 809,000 | $ 5,000 | 804,000 | ||||
Issuance of restricted stock, net of forfeiture (in shares) | 35,495 | ||||||
Issuance of restricted stock, net of forfeiture | 0 | $ 4,000 | (4,000) | ||||
Net settlement of stock-based awards (in shares) | 240,549 | ||||||
Net settlement of stock-based awards | (4,000,000) | $ 24,000 | (4,024,000) | ||||
Common stock issued for acquisitions (in shares) | 1,026,567 | ||||||
Common stock issued for acquisitions | 28,892,000 | $ 103,000 | 28,789,000 | ||||
Cash dividends declared, net | (10,189,000) | (10,189,000) | |||||
Accrual of dividend equivalents, net of reversal | (380,000) | (380,000) | |||||
Net (loss) income | $ (73,480,000) | (73,480,000) | |||||
Ending balance (in shares) at Jul. 31, 2021 | 41,281,812 | 41,281,812 | |||||
Ending balance (in shares) at Jul. 31, 2021 | 15,033,317 | ||||||
Ending balance at Jul. 31, 2021 | $ 500,719,000 | $ 4,128,000 | 605,439,000 | 333,001,000 | $ (441,849,000) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of convertible preferred stock (in shares) | 100,000 | ||||||
Issuance of convertible preferred stock | $ 100,000,000 | ||||||
Convertible preferred stock issuance costs | (4,007,000) | ||||||
Establishment of initial convertible preferred stock purchase option liability | (1,005,000) | ||||||
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) | $ 10,216,000 | ||||||
Ending balance (in shares) at Jul. 31, 2022 | 100,000 | ||||||
Ending balance at Jul. 31, 2022 | $ 105,204,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-classified stock award compensation | 7,767,000 | 7,767,000 | |||||
CEO transition costs related to equity-classified stock-based awards (See Note 11) | $ 7,388,000 | 7,388,000 | |||||
Proceeds from exercises of stock options (in shares) | 1,220 | ||||||
Proceeds from issuance of employee stock purchase plan shares (in shares) | 49,138 | ||||||
Proceeds from issuance of employee stock purchase plan shares | $ 730,000 | $ 5,000 | 725,000 | ||||
Issuance of restricted stock, net of forfeiture (in shares) | 132,854 | ||||||
Issuance of restricted stock, net of forfeiture | 0 | $ 13,000 | (13,000) | ||||
Net settlement of stock-based awards (in shares) | 247,721 | ||||||
Net settlement of stock-based awards | (4,615,000) | $ 25,000 | (4,640,000) | ||||
Common stock issued for acquisitions (in shares) | 961,302 | ||||||
Common stock issued for acquisitions | 8,914,000 | $ 96,000 | 8,818,000 | ||||
Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends) | (10,216,000) | (10,216,000) | |||||
Cash dividends declared, net | (10,661,000) | (10,661,000) | |||||
Accrual of dividend equivalents, net of reversal | (389,000) | (389,000) | |||||
Net (loss) income | $ (33,052,000) | (33,052,000) | |||||
Ending balance (in shares) at Jul. 31, 2022 | 42,672,827 | 42,672,827 | |||||
Ending balance (in shares) at Jul. 31, 2022 | 15,033,317 | ||||||
Ending balance at Jul. 31, 2022 | $ 466,585,000 | $ 4,267,000 | $ 625,484,000 | $ 278,683,000 | $ (441,849,000) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Statement of Financial Position [Abstract] | |||
Cash dividends declared (in dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 |
Accrual of dividend equivalents (in dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (33,052,000) | $ (73,480,000) | $ 7,020,000 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization of property, plant and equipment | 10,314,000 | 9,379,000 | 10,561,000 |
Amortization of intangible assets with finite lives | 21,396,000 | 21,020,000 | 21,595,000 |
Amortization of stock-based compensation | 7,767,000 | 9,983,000 | 9,275,000 |
CEO transition costs related to equity-classified stock-based awards | 7,388,000 | 0 | 0 |
Amortization of deferred financing costs | 811,000 | 736,000 | 737,000 |
Change in fair value of convertible preferred stock purchase option liability | (1,005,000) | 0 | 0 |
Changes in other liabilities | (4,132,000) | (6,633,000) | (4,133,000) |
Loss on disposal of property, plant and equipment | (310,000) | 215,000 | 0 |
Provision for (benefit from) allowance for doubtful accounts | 838,000 | (18,000) | (431,000) |
Provision for excess and obsolete inventory | 4,447,000 | 4,364,000 | 1,647,000 |
Deferred income tax (benefit) expense | (5,856,000) | (3,263,000) | 860,000 |
Other | 469,000 | (225,000) | 444,000 |
Changes in assets and liabilities, net of effects of business acquisitions: | |||
Accounts receivable | 33,567,000 | (31,223,000) | 20,929,000 |
Inventories | (20,406,000) | (2,338,000) | (9,132,000) |
Prepaid expenses and other current assets | (3,190,000) | (265,000) | (2,261,000) |
Other assets | (6,656,000) | (4,215,000) | (719,000) |
Accounts payable | 6,833,000 | 11,016,000 | (2,206,000) |
Accrued expenses and other current liabilities | (11,081,000) | (7,886,000) | 4,292,000 |
Contract liabilities | (1,362,000) | 25,444,000 | (6,312,000) |
Other liabilities, non-current | (3,690,000) | 3,583,000 | 2,422,000 |
Interest payable | (22,000) | 32,000 | (397,000) |
Income taxes payable | (1,071,000) | 3,136,000 | (1,427,000) |
Net cash provided by (used in) operating activities | 1,997,000 | (40,638,000) | 52,764,000 |
Cash flows from investing activities: | |||
Net cash acquired from acquisition of UHP | 0 | 1,304,000 | 0 |
Purchases of property, plant and equipment | (19,619,000) | (16,037,000) | (7,225,000) |
Net cash used in investing activities | (19,619,000) | (15,483,000) | (20,184,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible preferred stock | 100,000,000 | 0 | 0 |
Net (payments) borrowings of long-term debt under Credit Facility | (71,000,000) | (15,500,000) | |
Net (payments) borrowings of long-term debt under Credit Facility | 51,500,000 | ||
Remittance of employees' statutory tax withholding for stock awards | (6,109,000) | (2,803,000) | (5,276,000) |
Cash dividends paid | (11,048,000) | (10,334,000) | (10,020,000) |
Payment of convertible preferred stock issuance costs | (4,007,000) | 0 | 0 |
Repayment of principal amounts under finance lease and other obligations | (15,000) | (38,000) | (805,000) |
Payment of deferred financing costs | (140,000) | (30,000) | 0 |
Proceeds from issuance of employee stock purchase plan shares | 734,000 | 809,000 | 855,000 |
Proceeds from exercises of stock options | 0 | 0 | 468,000 |
Net cash provided by (used in) financing activities | 8,415,000 | 39,104,000 | (30,278,000) |
Net (decrease) increase in cash and cash equivalents | (9,207,000) | (17,017,000) | 2,302,000 |
Cash and cash equivalents at beginning of year | 30,861,000 | 47,878,000 | 45,576,000 |
Cash and cash equivalents at end of year | 21,654,000 | 30,861,000 | 47,878,000 |
Supplemental cash flow disclosure | |||
Interest | 4,094,000 | 5,987,000 | 5,549,000 |
Income taxes, net | 2,913,000 | (1,373,000) | 2,875,000 |
Non-cash investing and financing activities: | |||
Accrued remittance of employees' statutory tax withholdings for fully-vested share units | 1,102,000 | 2,596,000 | 1,399,000 |
Cash dividends declared on common stock but unpaid (including accrual of dividend equivalents) | 3,135,000 | 2,981,000 | 2,762,000 |
Adjustment to reflect redemption value of convertible preferred stock | 10,216,000 | 0 | 0 |
Establishment of initial convertible preferred stock purchase option liability | 1,005,000 | 0 | 0 |
Accrued additions to property, plant and equipment | 5,586,000 | 2,466,000 | 1,408,000 |
Common stock issued for acquisitions | 9,000,000 | 28,892,000 | 11,575,000 |
Accruals related to acquisitions | 0 | 0 | 1,157,000 |
CGC | |||
Cash flows from investing activities: | |||
Payment for acquisitions, net of cash acquired | 0 | (750,000) | (11,165,000) |
GD NG-911 business | |||
Cash flows from investing activities: | |||
Payment for acquisition of businesses | 0 | 0 | (1,794,000) |
UHP | |||
Non-cash investing and financing activities: | |||
Fair value of UHP acquisition contingent earn-out consideration | $ 0 | $ 8,500,000 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting and Reporting Policies | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting and Reporting Policies | Summary of Significant Accounting and Reporting PoliciesPrinciples of ConsolidationThe accompanying consolidated financial statements include the accounts of Comtech Telecommunications Corp. and its subsidiaries ("Comtech," "we," "us," or "our"), all of which are wholly-owned. All significant intercompany balances and transactions have been eliminated in consolidation.Nature of Business We design, produce and market innovative products, systems and services for advanced communications solutions. We conduct our business through two reportable operating segments: Satellite and Space Communications and Terrestrial and Wireless Networks. Our business is highly competitive and characterized by rapid technological change. Our growth and financial position depends on our ability to keep pace with such changes and developments and to respond to the sophisticated requirements of an increasing variety of secure wireless communications technology users, among other things. Many of our competitors are substantially larger, and have significantly greater financial, marketing and operating resources and broader product lines than our own. A significant technological or sales breakthrough by others, including smaller competitors or new companies, could have a material adverse effect on our business. In addition, certain of our customers have technological capabilities in our product areas and could choose to replace our products with their own. International sales expose us to certain risks, including barriers to trade, fluctuations in foreign currency exchange rates (which may make our products less price competitive), political and economic instability, availability of suitable export financing, export license requirements, tariff regulations, and other United States ("U.S.") and foreign regulations that may apply to the export of our products, as well as the generally greater difficulties of doing business abroad. We attempt to reduce the risk of doing business in foreign countries by seeking contracts denominated in U.S. dollars, advance or milestone payments, credit insurance and irrevocable letters of credit in our favor. In accordance with FASB ASC 606 - Revenue from Contracts with Customers ("ASC 606"), we record revenue in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. Under ASC 606, we follow a five-step model to: (1) identify the contract with our customer; (2) identify our performance obligations in our contract; (3) determine the transaction price for our contract; (4) allocate the transaction price to our performance obligations; and (5) recognize revenue using one of the following two methods: • Over time - We recognize revenue using the over time method when there is a continuous transfer of control to the customer over the contractual period of performance. This generally occurs when we enter into a long-term contract relating to the design, development or manufacture of complex equipment or technology platforms to a buyer’s specification (or to provide services related to the performance of such contracts). Continuous transfer of control is typically supported by contract clauses which allow our customers to unilaterally terminate a contract for convenience, pay for costs incurred plus a reasonable profit and take control of work-in-process. Revenue recognized over time is generally based on the extent of progress toward completion of the related performance obligations. The selection of the method to measure progress requires judgment and is based on the nature of the products or services provided. In certain instances, typically for firm fixed-price contracts, we use the cost-to-cost measure because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion, including warranty costs. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill generally include direct labor, materials, subcontractor costs, other direct costs and an allocation of indirect costs. When these contracts are modified, the additional goods or services are generally not distinct from those already provided. As a result, these modifications form part of an existing contract and we must update the transaction price and our measure of progress for the single performance obligation and recognize a cumulative catch-up to revenue and gross profits. For over time contracts using a cost-to-cost measure of progress, we have an estimate at completion ("EAC") process in which management reviews the progress and execution of our performance obligations. This EAC process requires management judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for schedule and technical issues. Since certain contracts extend over a long period of time, the impact of revisions in revenue and or cost estimates during the progress of work may impact current period earnings through a cumulative adjustment. Additionally, if the EAC process indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract revenue and cost estimates for significant contracts are generally reviewed and reassessed at least quarterly. The cost-to-cost method is principally used to account for contracts in our Satellite and Space Communications segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our Terrestrial and Wireless Networks segment. For service-based contracts in our Terrestrial and Wireless Networks segment, we also recognize revenue over time. These services are typically recognized as a series of services performed over the contract term using the straight-line method, or based on our customers’ actual usage of the networks and platforms which we provide. • Point in time - When a performance obligation is not satisfied over time, we must record revenue using the point in time accounting method which generally results in revenue being recognized upon shipment or delivery of a promised good or service to a customer. This generally occurs when we enter into short term contracts or purchase orders where items are provided to customers with relatively quick turn-around times. Modifications to such contracts and or purchase orders, which typically provide for additional quantities or services, are accounted for as a new contract because the pricing for these additional quantities or services are based on standalone selling prices. Point in time accounting is principally applied to contracts in our Satellite and Space Communications segment, which includes satellite modems, solid-state and traveling wave tube amplifiers and to certain contracts for our solid-state, high-power RF amplifiers. The contracts related to these products do not meet the requirements for over time revenue recognition because our customers cannot utilize the equipment for its intended purpose during any phase of our manufacturing process; customers do not simultaneously receive and or consume the benefits provided by our performance; customers do not control the asset (i.e., prior to delivery, customers cannot direct the use of the asset, sell or exchange the equipment, etc.); and, although many of our contracts have termination for convenience clauses and or an enforceable right to payment for performance completed to date, our performance creates an asset with an alternative use through the point of delivery. In determining that our equipment has alternative use, we considered the underlying manufacturing process. In the early phases of manufacturing, raw materials and work in process (including subassemblies) consist of common parts that are highly fungible among many different types of products and customer applications. Finished products are either configured to our standard configuration or based on our customers’ specifications. Finished products, whether built to our standard specification or to a customers’ specification, can be sold to a variety of customers and across many different end use applications with minimal rework, if needed, and without incurring a significant economic loss. When identifying a contract with our customer, we consider when it has approval and commitment from both parties, if the rights of the parties are identified, if the payment terms are identified, if it has commercial substance and if collectability is probable. When identifying performance obligations, we consider whether there are multiple promises and how to account for them. In our contracts, multiple promises are separated if they are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or comprise a series of distinct services performed over time, they are combined into a single performance obligation. In some cases, we may also provide the customer with an additional service-type warranty, which we recognize as a separate performance obligation. Service-type warranties do not represent a significant portion of our consolidated net sales. When service-type warranties represent a separate performance obligation, the revenue is deferred and recognized ratably over the extended warranty period. Our contracts, from time-to-time, may also include options for additional goods and services. To date, these options have not represented material rights to the customer as the pricing for them reflects standalone selling prices. As a result, we do not consider options we offer to be performance obligations for which we must allocate a portion of the transaction price. In many cases, we provide assurance-type warranty coverage for some of our products for a period of at least one year from the date of delivery. When identifying the transaction price, we typically utilize the contract's stated price as a starting point. The transaction price in certain arrangements may include estimated amounts of variable consideration, including award fees, incentive fees or other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved. The estimation of this variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (e.g., historical, current and forecasted) that is reasonably available to us. When allocating the contract’s transaction price, we consider each distinct performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives and internally approved pricing guidelines related to the performance obligations. Most of our contracts with customers are denominated in U.S. dollars and typically are either firm fixed-price or cost reimbursable type contracts (including fixed-fee, incentive-fee and time-and-material type contracts). In almost all of our contracts with customers, we are the principal in the arrangement and report revenue on a gross basis. Transaction prices for contracts with U.S. domestic and international customers are usually based on specific negotiations with each customer and in the case of the U.S. government, sometimes based on estimated or actual costs of providing the goods or services in accordance with applicable regulations. Sales by geography and customer type, as a percentage of consolidated net sales, are as follows: Fiscal Years Ended July 31, 2022 2021 2020 United States U.S. government 27.2 % 34.6 % 36.2 % Domestic 47.8 % 41.5 % 40.3 % Total United States 75.0 % 76.1 % 76.5 % International 25.0 % 23.9 % 23.5 % Total 100.0 % 100.0 % 100.0 % Sales to U.S. government customers include sales to the U.S. Department of Defense ("DoD"), intelligence and civilian agencies, as well as sales directly to or through prime contractors. Domestic sales include sales to commercial customers, as well as to U.S. state and local governments. Included in domestic sales are sales to Verizon Communications Inc. ("Verizon"), which were 11.1% and 10.7% of consolidated net sales for fiscal 2022 and 2021, respectively. Except for the U.S. government, there were no customers that represented more than 10.0% of consolidated net sales during fiscal 2020. International sales for fiscal 2022, 2021 and 2020 (which include sales to U.S. domestic companies for inclusion in products that are sold to international customers) were $121,392,000, $138,943,000 and $145,107,000, respectively. Except for the U.S., no individual country (including sales to U.S. domestic companies for inclusion in products that are sold to a foreign country) represented more than 10.0% of consolidated net sales for fiscal 2022, 2021 and 2020. The following tables summarize our disaggregation of revenue consistent with information reviewed by our Chief Operating Decision Maker ("CODM") for the fiscal years ended July 31, 2022, 2021 and 2020. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors which impact our business. See Note (11) - "Segment Information " for more information related to our segments. Fiscal Year Ended July 31, 2022 Satellite and Space Communications Terrestrial and Wireless Networks Total Geographical region and customer type U.S. government $ 127,536,000 5,061,000 $ 132,597,000 Domestic 50,274,000 181,976,000 232,250,000 Total United States 177,810,000 187,037,000 364,847,000 International 101,868,000 19,524,000 121,392,000 Total $ 279,678,000 206,561,000 $ 486,239,000 Contract type Firm fixed-price $ 249,497,000 206,561,000 $ 456,058,000 Cost reimbursable 30,181,000 — 30,181,000 Total $ 279,678,000 206,561,000 $ 486,239,000 Transfer of control Point in time $ 186,052,000 2,633,000 $ 188,685,000 Over time 93,626,000 203,928,000 297,554,000 Total $ 279,678,000 206,561,000 $ 486,239,000 Fiscal Year Ended July 31, 2021 Satellite and Space Communications Terrestrial and Wireless Networks Total Geographical region and customer type U.S. government $ 198,157,000 2,924,000 $ 201,081,000 Domestic 57,246,000 184,425,000 241,671,000 Total United States 255,403,000 187,349,000 442,752,000 International 119,448,000 19,495,000 138,943,000 Total $ 374,851,000 206,844,000 $ 581,695,000 Contract type Firm fixed-price $ 292,044,000 206,844,000 $ 498,888,000 Cost reimbursable 82,807,000 — 82,807,000 Total $ 374,851,000 206,844,000 $ 581,695,000 Transfer of control Point in time $ 234,690,000 1,704,000 $ 236,394,000 Over time 140,161,000 205,140,000 345,301,000 Total $ 374,851,000 206,844,000 $ 581,695,000 Fiscal Year Ended July 31, 2020 Satellite and Space Communications Terrestrial and Wireless Networks Total Geographical region and customer type U.S. government $ 220,824,000 2,539,000 $ 223,363,000 Domestic 62,607,000 185,638,000 248,245,000 Total United States 283,431,000 188,177,000 471,608,000 International 127,642,000 17,465,000 145,107,000 Total $ 411,073,000 205,642,000 $ 616,715,000 Contract type Firm fixed-price $ 322,450,000 205,642,000 $ 528,092,000 Cost reimbursable 88,623,000 — 88,623,000 Total $ 411,073,000 205,642,000 $ 616,715,000 Transfer of control Point in time $ 274,614,000 4,352,000 $ 278,966,000 Over time 136,459,000 201,290,000 337,749,000 Total $ 411,073,000 205,642,000 $ 616,715,000 The timing of revenue recognition, billings and collections results in receivables, unbilled receivables and contract liabilities on our Consolidated Balance Sheet. Under typical payment terms for our contracts accounted for over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly) or upon achievement of contractual milestones. For certain contracts with provisions that are intended to protect customers in the event we do not satisfy our performance obligations, billings occur subsequent to revenue recognition, resulting in unbilled receivables. Under ASC 606, unbilled receivables constitute contract assets. There were no material impairment losses recognized on contract assets during the fiscal years ended July 31, 2022, 2021 and 2020, respectively. On large long-term contracts, and for contracts with international customers that do not do business with us regularly, payment terms typically require advanced payments and deposits. Under ASC 606, payments received from customers in excess of revenue recognized to-date results in a contract liability. These contract liabilities are not considered to represent a significant financing component of the contract because we believe these cash advances and deposits are generally used to meet working capital demands which can be higher in the earlier stages of a contract. Also, advanced payments and deposits provide us with some measure of assurance that the customer will perform on its obligations under the contract. Under the typical payment terms for our contracts accounted for at a point in time, costs are accumulated in inventory until the time of billing, which generally coincides with revenue recognition. Of the contract liability balance at July 31, 2021 and July 31, 2020, $51,762,000 and $34,545,000 was recognized as revenue during fiscal years 2022 and 2021, respectively. We recognize the incremental costs to obtain or fulfill a contract as an expense when incurred if the amortization period of the asset is one year or less. Incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material. As commissions payable to our internal sales and marketing employees or contractors are contingent upon multiple factors, such commissions are not considered direct costs to obtain or fulfill a contract with a customer and are expensed as incurred in selling, general and administrative expenses on our Consolidated Statements of Operations. As for commissions payable to our third-party sales representatives related to large long-term contracts, we do consider these types of commissions both direct and incremental costs to obtain and fulfill such contracts. Therefore, such commissions are included in total estimated costs at completion for such contracts and expensed over time through cost of sales on our Consolidated Statements of Operations. Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the end of a fiscal period. Remaining performance obligations, which we refer to as backlog, exclude unexercised contract options and potential orders under indefinite delivery / indefinite quantity ("IDIQ") contracts. As of July 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $618,138,000 (which represents the amount of our consolidated backlog). We estimate that a substantial portion of our remaining performance obligations at July 31, 2022 will be completed and recognized as revenue during the next twenty-four month period, with the rest thereafter. During fiscal 2022, revenue recognized from performance obligations satisfied, or partially satisfied, in previous periods (for example due to changes in the transaction price) was not material. Our machinery and equipment, which are recorded at cost, are depreciated or amortized over their estimated useful lives ( three Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired. In accordance with FASB ASC 350 " Intangibles - Goodwill and Other " goodwill is not amortized. We periodically, at least on an annual basis in the first quarter of each fiscal year, review goodwill, considering factors such as projected cash flows and revenue and earnings multiples, to determine whether the carrying value of the goodwill is impaired. If we fail the quantitative assessment of goodwill impairment ("quantitative assessment"), we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We define our reporting units to be the same as our operating segments. We performed our annual goodwill impairment assessment for fiscal 2023 on August 1, 2022 (the first day of our fiscal 2023). See Note (13) - " Goodwill " for more information. Unless there are future indicators that the fair value of a reporting unit is more likely than not less than its carrying value, such as a significant adverse change in our future financial performance, our next impairment assessment for goodwill will be performed and completed in the first quarter of fiscal 2024. Any impairment charges that we may record in the future could be material to our results of operations and financial condition. We assess the recoverability of the carrying value of our other long-lived assets, including identifiable intangible assets with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. We evaluate the recoverability of such assets based upon the expectations of undiscounted cash flows from such assets. If the sum of the expected future undiscounted cash flows were less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We determine the uncertain tax positions taken or expected to be taken in income tax returns in accordance with the provisions of FASB ASC 740-10-25 " Income Taxes, " which prescribes a two-step evaluation process for tax positions. The first step is recognition based on a determination of whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is to measure a tax position that meets the more-likely-than-not threshold. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. If a tax position does not meet the more-likely-than-not recognition threshold, the benefit of that position is not recognized in the financial statements. Our policy is to recognize potential interest and penalties related to uncertain tax positions in income tax expense. 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, settlement of escrow and earn-out arrangements related to our acquisition of UHP and the assumed conversion of Convertible Preferred Stock, if dilutive, outstanding during each respective period. Pursuant to FASB ASC 260 " Earnings Per Share, " shares whose issuance is contingent upon the satisfaction of certain conditions are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period. When calculating our diluted earnings per share, we consider the amount an employee must pay upon assumed exercise of stock-based awards and the amount of stock-based compensation cost attributed to future services and not yet recognized. There were no repurchases of our common stock during the fiscal years ended July 31, 2022, 2021 and 2020. See Note (16) - " Stockholders’ Equity " for more information. Weighted average stock options, RSUs and restricted stock outstanding of 1,656,000, 1,440,000 and 1,348,000 shares for fiscal 2022, 2021 and 2020, respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Our EPS calculations exclude 293,000, 232,000 and 201,000 weighted average performance shares outstanding for fiscal 2022, 2021 and 2020, respectively, as the performance conditions have not yet been satisfied. However, the numerator for EPS calculations for each respective period is reduced by the compensation expense related to these awards. Weighted average common shares of 591,000 and 82,000 related to our acquisition of UHP in March 2021 were not included in our diluted EPS calculation for fiscal 2022 and 2021, respectively, because their effect would have been anti-dilutive. Weighted average common shares of 3,342,000 underlying the assumed conversion of Convertible Preferred Stock, on an if-converted basis, were not included in our diluted EPS calculation for fiscal 2022 because their effect would have been anti-dilutive. As a result, the numerator for our basic and diluted EPS calculation for fiscal 2022 is the respective net loss attributable to common stockholders. The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations: Fiscal Years Ended July 31, 2022 2021 2020 Numerator: Net (loss) income $ (33,052,000) (73,480,000) 7,020,000 Convertible preferred stock issuance costs (4,007,000) — — Establishment of initial convertible preferred (1,005,000) — — Dividend on convertible preferred stock (5,204,000) — — Net (loss) income attributable to common $ (43,268,000) (73,480,000) 7,020,000 Denominator: Denominator for basic calculation 26,506,000 25,685,000 24,798,000 Effect of dilutive securities: Stock-based awards — — 101,000 Denominator for diluted calculation 26,506,000 25,685,000 24,899,000 As discussed further in Note (15) - " Convertible Preferred Stock ," the Convertible Preferred Stock issued in October 2021 represents a "participating security" as defined in ASC 260. As a result, our EPS calculations for fiscal 2022 were based on the two-class method. Given the net loss attributable to common stockholders for fiscal 2022, there was no impact of applying the two-class method to our reported basic or diluted earnings per common share. Using the fair value hierarchy described in FASB ASC 820 " Fair Value Measurements and Disclosures," 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 (such as accounts receivable) and other current liabilities (including accounts payable and accrued expenses) approximate their fair values due to their short-term maturities. The fair value of our Credit Facility that we entered into on October 31, 2018 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. As of July 31, 2022 and 2021, other than the financial instruments discussed above, we had no other significant assets or liabilities included in our Consolidated Balance Sheets recorded at fair value, as such term is defined by FASB ASC 820. In accordance with FASB ASC 220 " Comprehensive Income ," we report all changes in equity during a period, except those resulting from investment by owners and distribution to owners, for the period in which they are recognized. Comprehensive income is the total of net income and all other non-owner changes in equity (or other comprehensive income) such as unrealized gains/losses on securities classified as available-for-sale, foreign currency translation adjustments and minimum pension liability adjustments. Comprehensive income was the same as our net income in fiscal 2022, 2021 and 2020. Adoption of Accounting Standards and Updates We are required to prepare our consolidated financial statements in accordance with the Financial Accounting Standards 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 fiscal 2022, we adopted: • FASB ASU No. 2019-12, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. Our adoption of this ASU on August 1, 2021 did not have a material impact on our consolidated financial statements or disclosures. • FASB ASU No. 2020-01, which clarifies the interactions between Topics 321, 323 and 815. This ASU clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In addition, the amendments clarify the accounting for certain forward contracts and purchased options accounted for under Topic 815. Our adoption of this ASU on August 1, 2021 did not impact our consolidated financial statements or disclosures. • FASB ASU No. 2020-06, which simplifies the accounting for convertible instruments by removing certain separation models (including the cash conversion model and the beneficial conversion feature model) for convertible instruments. As a result, for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815 or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features are no longer separated from the host contract. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost as long as no other features require bifurcation and recognition as derivatives. On August 1, 2021, we early adopted this ASU. Our early adoption of this ASU did not have any impact on our consolidated financial statements or disclosures. |
Acquisitions
Acquisitions | 12 Months Ended |
Jul. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions UHP Networks Inc. On March 2, 2021, we completed our acquisition of UHP Networks Inc. ("UHP"), a leading provider of innovative and disruptive satellite ground station technology solutions, pursuant to a stock purchase agreement initially entered into in November 2019 and last amended on March 1, 2021. With end-markets for high-speed satellite-based networks anticipated to significantly grow, our acquisition allows us to enhance our Satellite and Space Communications segment's offerings with time division multiple access ("TDMA") satellite modems. The acquisition had a final purchase price for accounting purposes of $37,470,000, which represents the sum of $23,979,000 paid at closing, $4,991,000 paid on August 1, 2021 and $8,500,000 related to the acquisition date estimated fair value of a $9,000,000 contingent earn-out payment. At closing, we funded the $23,979,000 and $4,991,000 payments with 1,026,567 shares of our common stock, based on a volume weighted average stock price of approximately $28.14 per share, plus $87,000 in cash. As of July 31, 2022, 132,005 of the 1,026,567 shares of our common stock issued at closing were held in escrow to satisfy potential indemnification obligations of the seller. In addition, the specified sales milestones were met and the full $9,000,000 earn-out payment was settled on July 12, 2022 with 961,302 newly issued shares of our common stock, based on a volume weighted average stock price of approximately $9.36 per share. Upon payment, twenty-percent, or 192,260 of the 961,302 newly issued shares were placed into escrow and are anticipated to be released to the seller equally on March 2, 2023 and 2024. The terms of the stock purchase agreement provide an ability for us to substitute cash in lieu of the common stock that was initially placed into escrow. The following table summarizes the final fair value of assets acquired and liabilities assumed in connection with the UHP acquisition: Purchase Initial upfront payment $ 23,979,000 Hold back amount 4,991,000 Contingent earn-out consideration 8,500,000 Purchase price at fair value $ 37,470,000 Allocation of aggregate purchase price: Cash and cash equivalents $ 1,391,000 Current assets 1,367,000 Property, plant and equipment 10,000 Deferred tax assets 310,000 Contract liabilities (648,000) Accrued warranty obligations (750,000) Other current liabilities (1,175,000) Non-current liabilities (160,000) Net tangible assets at fair value $ 345,000 Identifiable intangibles, deferred taxes and goodwill: Estimated Useful Lives Technology $ 15,300,000 15 years Customer relationships 15,500,000 15 years Trade name 800,000 20 years Deferred tax liabilities (8,374,000) Goodwill 13,899,000 Indefinite Allocation of aggregate purchase price $ 37,470,000 We accounted for the acquisition under the acquisition method of accounting in accordance with FASB ASC 805, "Business Combinations" ("ASC 805"). Acquisition plan expenses were not included as a component of consideration transferred and were expensed in the period incurred. The final purchase price was allocated to the assets acquired and liabilities assumed, based on their fair value as of March 2, 2021 pursuant to the business combination accounting rules. Our consolidated statements of operations for the fiscal years ended July 31, 2022 and 2021 include a nominal amount of revenue contribution from the acquisition. Pro forma financial information is not disclosed, as the acquisition is not material. Acquisition Plan Expenses During fiscal 2021 and 2020, we incurred acquisition plan expenses of $100,292,000 and $20,754,000, respectively. Of the amount recorded in fiscal 2021, $88,343,000 related to the previously announced litigation and merger termination with Gilat Satellite Networks, Ltd. ("Gilat"), including $70,000,000 paid in cash to Gilat. The remaining costs primarily related to the April 2021 settlement of litigation associated with the 2019 acquisition of GD NG-911 as well as our acquisition of UHP, which closed in March 2021. Additionally, during fiscal 2021, we recorded $1,178,000 of incremental interest expense related to a now terminated financing commitment letter. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Jul. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consists of the following at July 31, 2022 and 2021: 2022 2021 Receivables from commercial and international customers $ 59,922,000 86,890,000 Unbilled receivables from commercial and international customers 39,826,000 36,131,000 Receivables from the U.S. government and its agencies 24,776,000 33,381,000 Unbilled receivables from the U.S. government and its agencies 1,524,000 3,356,000 Total accounts receivable 126,048,000 159,758,000 Less allowance for doubtful accounts 2,337,000 1,648,000 Accounts receivable, net $ 123,711,000 158,110,000 Unbilled receivables as of July 31, 2022 relate to contracts-in-progress for which revenue has been recognized, but for which we have not yet earned the right to bill the customer for work performed to-date. Under ASC 606, unbilled receivables constitute contract assets. Management estimates that a substantial portion of the amounts not yet billed at July 31, 2022 will be billed and collected within one year. As of July 31, 2022, 20.9% and 13.4% of total accounts receivable related to U.S. government (and its agencies) and Verizon, respectively. As of July 31, 2021, 23.0%, 12.7% and 12.1% of total accounts receivable related to the U.S. government (and its agencies), AT&T, Inc. and Verizon, respectively. |
Inventories
Inventories | 12 Months Ended |
Jul. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at July 31, 2022 and 2021: 2022 2021 Raw materials and components $ 78,478,000 62,249,000 Work-in-process and finished goods 40,960,000 38,338,000 Total inventories 119,438,000 100,587,000 Less reserve for excess and obsolete inventories 23,121,000 20,229,000 Inventories, net $ 96,317,000 80,358,000 As of July 31, 2022 and 2021, the amount of inventory directly related to long-term contracts (including contracts-in-progress) was $4,100,000 and $7,028,000, respectively, and the amount of inventory related to contracts from third-party commercial customers who outsource their manufacturing to us was $1,866,000 and $1,509,000, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following at July 31, 2022 and 2021: 2022 2021 Machinery and equipment $ 186,935,000 170,600,000 Leasehold improvements 14,260,000 15,726,000 201,195,000 186,326,000 Less accumulated depreciation and amortization 150,832,000 151,040,000 Property, plant and equipment, net $ 50,363,000 35,286,000 Depreciation and amortization expense on property, plant and equipment amounted to $10,303,000, $9,343,000 and $10,386,000 for the fiscal years ended July 31, 2022, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jul. 31, 2022 | |
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 July 31, 2022 and 2021: 2022 2021 Accrued wages and benefits $ 25,675,000 26,367,000 Accrued warranty obligations 9,420,000 17,600,000 Accrued contract costs 15,921,000 12,750,000 Accrued acquisition-related costs — 9,222,000 Accrued commissions and royalties 5,697,000 5,342,000 Accrued legal costs 2,514,000 2,854,000 Other 13,435,000 15,466,000 Accrued expenses and other current liabilities $ 72,662,000 89,601,000 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 acquisition-related costs for fiscal 2021 include $8,705,000 of contingent earn-out consideration related to our acquisition of UHP, which was paid in the fourth quarter of fiscal 2022. See Note (2) - “ Acquisitions - UHP Networks Inc. ” for further discussion. Accrued warranty obligations as of July 31, 2022 relate to estimated liabilities for assurance type 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, consideration of contractual obligations, future costs to resolve software issues 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. Changes in our accrued warranty obligations during the fiscal years ended July 31, 2022 and 2021 were as follows: 2022 2021 Balance at beginning of year $ 17,600,000 15,200,000 (Benefit from) provision for warranty obligations (1,255,000) 4,360,000 Adjustments for changes in estimates (2,500,000) — Charges incurred (4,425,000) (2,710,000) Additions (in connection with acquisitions) — 750,000 Balance at end of year $ 9,420,000 17,600,000 |
Credit Facility
Credit Facility | 12 Months Ended |
Jul. 31, 2022 | |
Line of Credit Facility [Abstract] | |
Credit Facility | Credit Facility On October 31, 2018, we entered into a First Amended and Restated Credit Agreement (the "Credit Facility") with a syndicate of lenders. The Credit Facility provides a senior secured loan facility of up to $550,000,000 consisting of: (i) a revolving loan facility ("Revolving Loan Facility") with a borrowing limit of $300,000,000; (ii) an accordion feature allowing us to borrow up to an additional $250,000,000; (iii) a $35,000,000 letter of credit sublimit; and (iv) a swingline loan credit sublimit of $25,000,000. The Credit Facility matures on October 31, 2023 (the "Revolving Maturity Date"). If we issue new unsecured debt in excess of $5,000,000 with a maturity date that is less than 91 days from October 31, 2023, the Revolving Maturity Date would automatically accelerate so that it would be 91 days earlier than the maturity date of the new unsecured debt. As of July 31, 2022, the amount outstanding under our Credit Facility was $130,000,000 which is reflected in the non-current portion of long-term debt on our Consolidated Balance Sheet. At July 31, 2022, we had $558,000 of standby letters of credit outstanding under our Credit Facility related to guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit. During the fiscal year ended July 31, 2022, we had outstanding balances under the Credit Facility ranging from $100,000,000 to $212,000,000. As of July 31, 2022, total net deferred financing costs related to the Credit Facility were $1,014,000 and are being amortized over the term of our Credit Facility through October 31, 2023. Interest expense related to our Credit Facility, including amortization of deferred financing costs, recorded during the fiscal years ended July 31, 2022, 2021 and 2020 was $4,933,000, $5,628,000 and $5,905,000, respectively. Our blended interest rate approximated 3.41%, 2.84% and 3.87%, respectively, for fiscal 2022, 2021 and 2020. Borrowings under the Credit Facility shall be either: (i) Alternate Base Rate borrowings, which bear interest from the applicable borrowing date at a rate per annum equal to (x) the greatest of (a) the Prime Rate (as defined) in effect on such day, (b) the Federal Funds Effective Rate (as defined) in effect on such day plus 1/2 of 1.00% per annum and (c) the Adjusted LIBO Rate (as defined) on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00% per annum, plus (y) the Applicable Rate (as defined), 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 plus (y) the Applicable Rate. Determination of the Applicable Rate is based on a pricing grid that is dependent upon our Secured Leverage Ratio (as defined) as of the end of each fiscal quarter for which consolidated financial statements have been most recently delivered. The Credit Facility contains customary representations, warranties and affirmative covenants. The Credit Facility also contains customary negative covenants, subject to negotiated exceptions, including but not limited to: (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 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. In addition, under certain circumstances, we may be required to enter into amendments to the Credit Facility in connection with any further syndication of the Credit Facility. The Credit Facility provides for, among other things: (i) no scheduled payments of principal until maturity; (ii) a maximum Secured Leverage Ratio of 3.75x trailing twelve months ("TTM") Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") and a Maximum Total Leverage Ratio of 4.50x TTM Adjusted EBITDA, each with no step downs; and (iii) a Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA. As of July 31, 2022, our Secured Leverage Ratio was 3.50x TTM Adjusted EBITDA compared to the maximum allowable Secured Leverage Ratio of 3.75x TTM Adjusted EBITDA. Our Interest Expense Coverage Ratio as of July 31, 2022 was 8.81x TTM Adjusted EBITDA compared to the Minimum Interest Expense Coverage Ratio of 3.25x TTM Adjusted EBITDA. Although we expect our Secured Leverage Ratio to remain elevated during the first quarter of fiscal 2023, as we make payments to various vendors associated with the build-out of our high-volume technology manufacturing facilities, to support our working capital needs for our existing contracts and to make required CEO transition related payments, given our overall expected business performance, we anticipate maintaining compliance with the terms and financial covenants in our Credit Facility for the foreseeable future. The obligations under the Credit Facility are guaranteed by certain of our domestic and foreign subsidiaries (the "Guarantors"). As collateral security under the Credit Facility and the guarantees thereof, we and the Guarantors have granted to the 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. On December 6, 2018, we entered into an amendment to the Credit Facility to provide for a mechanism to replace the LIBO Rate for Eurodollar borrowings with an alternative benchmark interest rate, should the LIBO Rate generally become unavailable in the future on an other-than-temporary basis. On January 14, 2021, we entered into a further amendment of the Credit Facility to update the LIBO Rate replacement mechanism language and other definitional items. On July 30, 2021, we entered into an amendment to incorporate certain foreign subsidiaries as loan parties and Guarantors into the Credit Facility and added certain definitional items. Capitalized terms used but not defined herein have the meanings set forth for such terms in the Credit Facility and the Prior Credit Facility, which have been documented and filed with the SEC. |
Leases
Leases | 12 Months Ended |
Jul. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Our leases historically relate to the leasing of facilities and equipment. In accordance with FASB ASC 842 - "Leases" ("ASC 842"), we determine at inception whether an arrangement is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. At lease commencement, we recognize a right-of-use ("ROU") asset and lease liability based on the present value of the future lease payments over the estimated lease term. We have elected to not recognize a ROU asset or lease liability for any leases with terms of twelve months or less. Instead, for such short-term leases, we recognize lease expense on a straight-line basis over the lease term. Certain of our leases include options to extend the term of the lease or to terminate the lease early. When it is reasonably certain that we will exercise a renewal option or will not exercise a termination option, we include the impact of exercising or not exercising such option, respectively, in the estimate of the lease term. As our lease agreements do not explicitly state the discount rate implicit in the lease, we use our incremental borrowing rate ("IBR") on the commencement date to calculate the present value of future lease payments. Such IBR represents our estimated rate of interest to borrow on a collateralized basis over a term commensurate with the expected lease term. Some of our leases include payments that are based on the Consumer Price Index ("CPI") or other similar indices. These variable lease payments are included in the calculation of the ROU asset and lease liability using the index as of the lease commencement date. Other variable lease payments, such as common area maintenance, property taxes, and usage-based amounts, are required by ASC 842 to be excluded from the ROU asset and lease liability and expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset would also consider, to the extent applicable, any deferred rent upon adoption, lease pre-payments or initial direct costs of obtaining the lease (e.g., such as commissions). For all classes of leased assets, we elected the practical expedient to not separate lease components (i.e., the actual item being leased, such as the facility or piece of equipment) from non-lease components (i.e., the distinct elements of a contract not related to securing the use of the leased asset, such as common area maintenance and consumable supplies). Certain of our facility lease agreements (which are classified as operating leases) contain rent holidays or rent escalation clauses. For rent holidays and rent escalation clauses during the lease term, we record rental expense on a straight-line basis over the term of the lease. As of July 31, 2022, none of our leases contained a residual value guarantee and covenants included in our lease agreements are customary for the types of facilities and equipment being leased. The components of lease expense are as follows: Fiscal years ended July 31, 2022 2021 2020 Finance lease expense: Amortization of ROU assets $ 13,000 36,000 175,000 Interest on lease liabilities 1,000 3,000 4,000 Operating lease expense 11,658,000 12,152,000 10,728,000 Short-term lease expense 402,000 819,000 3,045,000 Variable lease expense 4,619,000 4,523,000 4,033,000 Sublease income (67,000) (67,000) (22,000) Total lease expense $ 16,626,000 17,466,000 17,963,000 Additional information related to leases is as follows: Fiscal years ended July 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease Operating leases - Operating cash outflows $ 11,864,000 10,868,000 11,437,000 Finance leases - Operating cash outflows 1,000 3,000 4,000 Finance leases - Financing cash outflows 15,000 38,000 322,000 ROU assets obtained in the exchange for lease liabilities Operating leases $ 15,233,000 24,987,000 3,561,000 The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Consolidated Balance Sheet as of July 31, 2022: Operating Finance Total Fiscal 2023 $ 9,953,000 $ 6,000 $ 9,959,000 Fiscal 2024 8,798,000 — 8,798,000 Fiscal 2025 8,155,000 — 8,155,000 Fiscal 2026 6,757,000 — 6,757,000 Fiscal 2027 4,715,000 — 4,715,000 Thereafter 24,218,000 — 24,218,000 Total future undiscounted cash flows 62,596,000 6,000 62,602,000 Less: Present value discount 9,488,000 1,000 9,489,000 Lease liabilities $ 53,108,000 $ 5,000 $ 53,113,000 Weighted-average remaining lease terms (in years) 8.77 0.57 Weighted-average discount rate 3.43 % 6.59 % In fiscal 2022, we modified our existing lease for a facility in Seattle, Washington, increasing the lease term through October 2033. Accordingly, amounts related to the modified lease are reflected as an operating lease right-of-use asset or related operating lease liability in our Consolidated Balance Sheet as of July 31, 2022. We lease our Melville, New York production facility from a partnership controlled by our former CEO. Lease payments made during the fiscal year ended July 31, 2022 and 2021 were $675,000 and $660,000, respectively. The current lease provides for our use of the premises as they exist through December 2031. The annual rent of the facility for calendar year 2023 is $685,000 and is subject to customary adjustments. We have a right of first refusal in the event of a sale of the facility. As of July 31, 2022, we do not have any material rental commitments that have not commenced. |
Leases | Leases Our leases historically relate to the leasing of facilities and equipment. In accordance with FASB ASC 842 - "Leases" ("ASC 842"), we determine at inception whether an arrangement is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. At lease commencement, we recognize a right-of-use ("ROU") asset and lease liability based on the present value of the future lease payments over the estimated lease term. We have elected to not recognize a ROU asset or lease liability for any leases with terms of twelve months or less. Instead, for such short-term leases, we recognize lease expense on a straight-line basis over the lease term. Certain of our leases include options to extend the term of the lease or to terminate the lease early. When it is reasonably certain that we will exercise a renewal option or will not exercise a termination option, we include the impact of exercising or not exercising such option, respectively, in the estimate of the lease term. As our lease agreements do not explicitly state the discount rate implicit in the lease, we use our incremental borrowing rate ("IBR") on the commencement date to calculate the present value of future lease payments. Such IBR represents our estimated rate of interest to borrow on a collateralized basis over a term commensurate with the expected lease term. Some of our leases include payments that are based on the Consumer Price Index ("CPI") or other similar indices. These variable lease payments are included in the calculation of the ROU asset and lease liability using the index as of the lease commencement date. Other variable lease payments, such as common area maintenance, property taxes, and usage-based amounts, are required by ASC 842 to be excluded from the ROU asset and lease liability and expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset would also consider, to the extent applicable, any deferred rent upon adoption, lease pre-payments or initial direct costs of obtaining the lease (e.g., such as commissions). For all classes of leased assets, we elected the practical expedient to not separate lease components (i.e., the actual item being leased, such as the facility or piece of equipment) from non-lease components (i.e., the distinct elements of a contract not related to securing the use of the leased asset, such as common area maintenance and consumable supplies). Certain of our facility lease agreements (which are classified as operating leases) contain rent holidays or rent escalation clauses. For rent holidays and rent escalation clauses during the lease term, we record rental expense on a straight-line basis over the term of the lease. As of July 31, 2022, none of our leases contained a residual value guarantee and covenants included in our lease agreements are customary for the types of facilities and equipment being leased. The components of lease expense are as follows: Fiscal years ended July 31, 2022 2021 2020 Finance lease expense: Amortization of ROU assets $ 13,000 36,000 175,000 Interest on lease liabilities 1,000 3,000 4,000 Operating lease expense 11,658,000 12,152,000 10,728,000 Short-term lease expense 402,000 819,000 3,045,000 Variable lease expense 4,619,000 4,523,000 4,033,000 Sublease income (67,000) (67,000) (22,000) Total lease expense $ 16,626,000 17,466,000 17,963,000 Additional information related to leases is as follows: Fiscal years ended July 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease Operating leases - Operating cash outflows $ 11,864,000 10,868,000 11,437,000 Finance leases - Operating cash outflows 1,000 3,000 4,000 Finance leases - Financing cash outflows 15,000 38,000 322,000 ROU assets obtained in the exchange for lease liabilities Operating leases $ 15,233,000 24,987,000 3,561,000 The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Consolidated Balance Sheet as of July 31, 2022: Operating Finance Total Fiscal 2023 $ 9,953,000 $ 6,000 $ 9,959,000 Fiscal 2024 8,798,000 — 8,798,000 Fiscal 2025 8,155,000 — 8,155,000 Fiscal 2026 6,757,000 — 6,757,000 Fiscal 2027 4,715,000 — 4,715,000 Thereafter 24,218,000 — 24,218,000 Total future undiscounted cash flows 62,596,000 6,000 62,602,000 Less: Present value discount 9,488,000 1,000 9,489,000 Lease liabilities $ 53,108,000 $ 5,000 $ 53,113,000 Weighted-average remaining lease terms (in years) 8.77 0.57 Weighted-average discount rate 3.43 % 6.59 % In fiscal 2022, we modified our existing lease for a facility in Seattle, Washington, increasing the lease term through October 2033. Accordingly, amounts related to the modified lease are reflected as an operating lease right-of-use asset or related operating lease liability in our Consolidated Balance Sheet as of July 31, 2022. We lease our Melville, New York production facility from a partnership controlled by our former CEO. Lease payments made during the fiscal year ended July 31, 2022 and 2021 were $675,000 and $660,000, respectively. The current lease provides for our use of the premises as they exist through December 2031. The annual rent of the facility for calendar year 2023 is $685,000 and is subject to customary adjustments. We have a right of first refusal in the event of a sale of the facility. As of July 31, 2022, we do not have any material rental commitments that have not commenced. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes (Loss) income before (benefit from) provision for income taxes consists of the following: Fiscal Years Ended July 31, 2022 2021 2020 U.S. $ (31,772,000) (73,153,000) 7,226,000 Foreign (5,303,000) (1,827,000) 2,084,000 $ (37,075,000) (74,980,000) 9,310,000 The (benefit from) provision for income taxes included in the accompanying Consolidated Statements of Operations consists of the following: Fiscal Years Ended July 31, 2022 2021 2020 Federal – current $ 287,000 608,000 1,053,000 Federal – deferred (4,888,000) (877,000) 721,000 State and local – current 348,000 466,000 1,137,000 State and local – deferred (442,000) (598,000) (1,312,000) Foreign – current 1,197,000 688,000 298,000 Foreign – deferred (525,000) (1,787,000) 393,000 (Benefit from) provision for income taxes $ (4,023,000) (1,500,000) 2,290,000 The (benefit from) provision for income taxes differed from the amounts computed by applying the U.S. Federal income tax rate as a result of the following: Fiscal Years Ended July 31, 2022 2021 2020 Amount Rate Amount Rate Amount Rate Computed "expected" tax expense (benefit) $ (7,786,000) 21.0 % (15,746,000) 21.0 % 1,955,000 21.0 % Increase (reduction) in income taxes resulting from: State and local income taxes, net of federal benefit 227,000 (0.6) (1,371,000) 1.8 (278,000) (3.0) Stock-based compensation 1,049,000 (2.8) (20,000) — 308,000 3.3 Research and experimentation credits (1,484,000) 4.0 (1,018,000) 1.4 (1,210,000) (13.0) Foreign-derived intangible income deduction — — 164,000 (0.2) (162,000) (1.7) Revaluation of convertible preferred stock option liability (211,000) 0.6 — — — — Nondeductible transaction costs — — 402,000 (0.5) 301,000 3.2 Nondeductible executive compensation 2,801,000 (7.6) 628,000 (0.8) 595,000 6.4 Fines and penalties (1,000) — — — 189,000 2.0 Audit settlements 18,000 — 6,000 — 1,000 — Change in the beginning of the year valuation allowance for deferred tax assets — — (805,000) 1.1 — — Change in valuation allowance 2,009,000 (5.4) 15,582,000 (20.8) — — Remeasurement of (396,000) 1.1 (224,000) 0.3 (135,000) (1.5) Foreign income taxes (478,000) 1.3 676,000 (0.9) 453,000 4.9 Other, net 229,000 (0.7) 226,000 (0.4) 273,000 3.0 (Benefit from) provision for income taxes $ (4,023,000) 10.9 % (1,500,000) 2.0 % 2,290,000 24.6 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at July 31, 2022 and 2021 are presented below: 2022 2021 Deferred tax assets: Inventory and warranty reserves $ 5,970,000 6,774,000 Compensation and commissions 4,376,000 4,338,000 Federal, state and foreign research and experimentation credits 19,476,000 19,324,000 Stock-based compensation 3,950,000 4,979,000 Foreign scientific research and experimental development expenditures 1,890,000 1,496,000 Federal, state and foreign net operating losses 14,481,000 5,413,000 Federal and state capital losses 15,582,000 15,582,000 Lease liabilities 12,595,000 10,980,000 Other 5,919,000 4,550,000 Less: valuation allowance (31,227,000) (28,384,000) Total deferred tax assets 53,012,000 45,052,000 Deferred tax liabilities: Plant and equipment (3,489,000) (1,146,000) Lease right-of-use assets (11,801,000) (10,085,000) Intangibles (52,681,000) (54,635,000) Total deferred tax liabilities (67,971,000) (65,866,000) Net deferred tax liabilities $ (14,959,000) (20,814,000) At July 31, 2022, our net deferred tax liability of $14,959,000 includes $396,000 of foreign net deferred tax assets that were recorded as other assets, net in our Consolidated Balance Sheets. At July 31, 2021, our net deferred tax liability of $20,814,000 includes $416,000 of foreign net deferred tax assets that were recorded as other assets, net in our Consolidated Balance Sheets. We provide for income taxes under the provisions of ASC 740 which requires an asset and liability based approach in accounting for income taxes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of them will not be realized. If management determines that it is more likely than not that some or all of its deferred tax assets will not be realized, a valuation allowance will be recorded against such deferred tax assets. At July 31, 2022, we have federal research and experimentation credits of $10,571,000 that will begin to expire in 2030. The timing and manner in which we may utilize tax credits in future tax years will be limited by the amounts and timing of future taxable income and by the application of the ownership change rules under Section 383 of the Internal Revenue Code. We have a federal net operating loss carryforward of $3,822,000, with an indefinite carryforward period. We have state net operating loss carryforwards available of $4,685,000, which expire through 2042, utilization of which will be limited by the amounts and timing of future taxable income and by the application of the ownership change rules under Section 382 of the Internal Revenue Code. We believe that it is more likely than not that the benefit from certain state net operating loss carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $3,393,000 on the deferred tax assets relating to these state net operating loss carryforwards. We have state research and experimentation credit carryforwards of $8,534,000, which expire through 2042. We believe that it is more likely than not that the benefit from certain state research and experimentation credits will not be realized. In recognition of this risk, we have provided a valuation allowance of $7,828,000 on the deferred tax assets relating to these state credits. In addition, we have provided a valuation allowance of $1,724,000 on certain other state deferred tax assets. We have federal and state capital loss carryforwards of $15,582,000, which begin to expire in 2026. We believe that it is more likely than not that the benefit from these capital losses will not be realized. In recognition of this risk, we have provided a valuation allowance of $15,582,000 on the deferred tax assets relating to these capital losses. At July 31, 2022, we had foreign deferred tax assets relating to net operating loss carryforwards of $5,973,000, which will begin to expire in 2029. We believe that it is more likely than not that certain net operating loss carryforwards may not be realized. In recognition of this risk, we have provided a valuation allowance of $2,700,000 on the deferred tax assets relating to these net operating loss carryforwards. We have foreign deferred tax assets relating to research and experimentation credits of $371,000, which will begin to expire in 2025. Our foreign earnings and profits are insignificant and, as such, we have not recorded any deferred tax liability on unremitted foreign earnings. We must generate $228,700,000 of taxable income in the future to fully utilize our net deferred tax assets as of July 31, 2022. Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets. At July 31, 2022 and 2021, total unrecognized tax benefits were $10,008,000 and $9,172,000, respectively, including interest of $330,000 and $163,000, respectively. At July 31, 2022 and 2021, $3,007,000 and $2,717,000, respectively, of our unrecognized tax benefits were recorded as non-current income taxes payable on our Consolidated Balance Sheets. The remaining unrecognized tax benefits of $7,001,000 and $6,455,000 at July 31, 2022 and 2021, respectively, were presented as an offset to the associated non-current deferred tax assets on our Consolidated Balance Sheets. Of the total unrecognized tax benefits, $9,034,000 and $8,408,000 at July 31, 2022 and 2021, respectively, net of the reversal of the federal benefit recognized as a deferred tax asset relating to state reserves, would favorably 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 consolidated financial statements. We believe it is reasonably possible that the gross unrecognized tax benefits could decrease by as much as $1,400,000 in the next 12 months due to the expiration of a statute of limitations related to federal, state and foreign tax positions. Our policy is to recognize potential interest and penalties relating to uncertain tax positions in income tax expense. The following table summarizes the activity related to our unrecognized tax benefits for fiscal years 2022, 2021 and 2020 (excluding interest): 2022 2021 2020 Balance at beginning of period $ 9,009,000 8,270,000 7,203,000 Increase related to current period 598,000 528,000 684,000 Increase related to prior periods 153,000 338,000 464,000 Expiration of statute of limitations (83,000) (48,000) (73,000) Decrease related to prior periods (2,000) (79,000) (8,000) Balance at end of period $ 9,675,000 9,009,000 8,270,000 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2022 | |
Share-Based Payment Arrangement [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 and/or restated from time to time (the "Plan") and our 2001 Employee Stock Purchase Plan, as amended and/or restated from time to time (the "ESPP"), and recognize related stock-based compensation in our 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. As of July 31, 2022, the aggregate number of shares of common stock which may be issued, pursuant to the Plan, may not exceed 10,962,500. 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 employee purchases under the ESPP with the issuance of new shares of our common stock. As of July 31, 2022, we had granted stock-based awards pursuant to the Plan representing the right to purchase and/or acquire an aggregate of 9,446,088 shares (net of 5,419,028 expired and canceled awards), of which an aggregate of 7,851,858 have been exercised or settled. As of July 31, 2022, the following stock-based awards, by award type, were outstanding: July 31, 2022 Stock options 483,480 Performance shares 333,987 RSUs, restricted stock and share units 776,763 Total 1,594,230 Our ESPP provides for the issuance of up to 1,050,000 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 July 31, 2022, we have cumulatively issued 943,909 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 Consolidated Statements of Operations: Fiscal Years Ended July 31, 2022 2021 2020 Cost of sales $ 692,000 929,000 823,000 Selling, general and administrative expenses 6,312,000 8,091,000 7,527,000 Research and development expenses 763,000 963,000 925,000 Stock-based compensation expense 7,767,000 9,983,000 9,275,000 CEO transition costs related to equity-classified stock-based 7,388,000 — — Total stock-based compensation expense before income tax benefit 15,155,000 9,983,000 9,275,000 Estimated income tax benefit (2,260,000) (2,164,000) (2,042,000) Net stock-based compensation expense $ 12,895,000 7,819,000 7,233,000 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 July 31, 2022, unrecognized stock-based compensation of $8,538,000, net of estimated forfeitures of $790,000, 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 July 31, 2022 and 2021 was $48,000. There are no liability-classified stock-based awards outstanding as of July 31, 2022 or 2021. Selling, general and administrative expenses included in the table above, for fiscal 2022, includes $827,000 of amortization of stock-based compensation related to three, long-standing members of our Board of Directors who retired in December 2021. Stock-based compensation expense, by award type, is summarized as follows: Fiscal Years Ended July 31, 2022 2021 2020 Stock options $ 519,000 370,000 442,000 Performance shares 1,136,000 1,345,000 1,491,000 RSUs, restricted stock and share units 5,912,000 8,060,000 7,120,000 ESPP 200,000 208,000 222,000 Stock based compensation expense 7,767,000 9,983,000 9,275,000 CEO transition costs related to equity-classified stock-based 7,388,000 — — Total stock-based compensation expense before income tax benefit 15,155,000 9,983,000 9,275,000 Estimated income tax benefit (2,260,000) (2,164,000) (2,042,000) Net stock-based compensation expense $ 12,895,000 7,819,000 7,233,000 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 on our Consolidated Balance Sheet as of July 31, 2022 and 2021. 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. Stock Options The following table summarizes the Plan's activity: Awards Weighted Average Weighted Average Aggregate Outstanding at July 31, 2019 1,555,555 $ 28.72 Granted 327,100 17.88 Expired/canceled (174,840) 29.06 Exercised (285,790) 28.82 Outstanding at July 31, 2020 1,422,025 26.17 Expired/canceled (348,590) 27.44 Outstanding at July 31, 2021 1,073,435 25.76 Expired/canceled (588,735) 26.86 Exercised (1,220) 17.88 Outstanding at July 31, 2022 483,480 $ 24.43 4.39 $ — Exercisable at July 31, 2022 395,460 $ 25.88 3.63 $ — Vested and expected to vest at July 31, 2022 476,692 $ 24.52 4.34 $ — Stock options outstanding as of July 31, 2022 have exercise prices ranging from $17.88 - $33.94, representing the fair market value of our common stock on the date of grant, a contractual term of ten years and a vesting period of five years. The total intrinsic value relating to stock options exercised during the fiscal years ended July 31 2022 and 2020 was $7,000 and $1,869,000, respectively. There were no stock options exercised during the fiscal year ended July 31, 2021. During fiscal 2022 and 2020, at the election of certain holders of vested stock options, 1,220 and 269,090, respectively, of stock options were net settled upon exercise. As a result, 220 and 27,994 shares of our common stock were issued during the fiscal years ended July 31, 2022 and 2020, respectively, net of shares retained to satisfy the exercise price and minimum statutory tax withholding requirements. There were no stock options granted during fiscal years ended July 31, 2022 or 2021. The estimated per-share weighted average grant-date fair value of stock options granted during fiscal 2020 was $5.52, which was determined using the Black-Scholes option pricing model, and included weighted average assumptions as follows: (i) expected dividend yield of 2.24%, (ii) expected volatility of 40.03%, (iii) risk-free interest rate of 0.54%, and (iv) expected life of 6.5 years. 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 Weighted Average Aggregate Intrinsic Value Outstanding at July 31, 2019 954,676 $ 22.40 Granted 560,361 19.93 Settled (431,581) 22.02 Canceled/Forfeited (83,882) 22.84 Outstanding at July 31, 2020 999,574 21.15 Granted 644,272 19.06 Settled (455,564) 17.09 Canceled/Forfeited (119,912) 18.42 Outstanding at July 31, 2021 1,068,370 21.93 Granted 797,771 18.77 Settled (641,747) 22.83 Canceled/Forfeited (113,644) 22.78 Outstanding at July 31, 2022 1,110,750 $ 19.05 $ 12,907,000 Vested at July 31, 2022 505,187 $ 15.36 $ 5,870,000 Vested and expected to vest at July 31, 2022 1,077,958 $ 18.93 $ 12,526,000 The total intrinsic value relating to fully-vested awards settled during the fiscal years ended July 31, 2022, 2021 and 2020 was $12,560,000, $9,878,000 and $9,635,000, respectively. The performance shares granted to employees 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 July 31, 2022, 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 prior to August 12, 2022 have a vesting period of five 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 and restricted stock granted to non-employee directors after August 12, 2022 have a vesting period of one year. Also, restricted stock granted to our former non-executive Chairman of the Board of Directors, pursuant to his Senior Technology Advisor consulting agreement, vests 1/12 on the date of grant and in eleven equal monthly installments thereafter. RSUs granted to employees prior to August 12, 2022 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. RSUs granted to employees after August 12, 2022 have a vesting period of three years. Share units granted prior to July 31, 2017 were 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. Share units granted on or after July 31, 2017 were granted to certain employees in lieu of non-equity incentive compensation and are convertible into shares of our common stock on the one-year anniversary of the respective grant date. On July 28, 2022, 286,000 fully vested share units were granted to certain employees in lieu of fiscal 2022 non-equity incentive compensation. Also, on July 31, 2022, 221,052 fully vested share units (previously granted in lieu of fiscal 2021 non-equity incentive compensation) were settled by delivery of 131,782 shares of our common stock after reduction of share units retained to satisfy employees’ statutory tax withholding requirements. Cumulatively, through July 31, 2022, 1,184,851 share units granted have been settled. 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 and an applicable estimated discount for any post-vesting transfer restrictions. RSUs, performance shares and restricted stock granted since fiscal 2013 are entitled to dividend equivalents unless forfeited before vesting occurs. Share units granted since fiscal 2014 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 settlement of the underlying award. During fiscal 2022, 2021 and 2020, we accrued $389,000, $380,000 and $294,000, respectively, of dividend equivalents (net of forfeitures) and paid out $531,000, $279,000 and $288,000, respectively. Accrued dividend equivalents were recorded as a reduction to retained earnings. As of July 31, 2022 and 2021, accrued dividend equivalents were $742,000 and $884,000, respectively. With respect to the actual settlement of stock-based awards for income tax reporting, during the fiscal year ended July 31, 2022, we recorded an income tax expense of $924,000, during the fiscal year ended July 31, 2021, we recorded an income tax benefit of $142,000 and during the fiscal year ended July 31, 2020, we recorded an income tax expense of $224,000. Subsequent Events In the first quarter of fiscal 2023, our Board of Directors authorized the issuance of stock-based awards with a total unrecognized compensation expense, net of estimated forfeitures, of approximately $7,500,000. |
Segment Information
Segment Information | 12 Months Ended |
Jul. 31, 2022 | |
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 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. In the fourth quarter of fiscal 2022, we revised our business segments to better align them with end-markets for our products and services and our CODM began managing our business in two new reportable segments: “Satellite and Space Communications” and “Terrestrial and Wireless Networks.” As a result, the segment information for the prior fiscal years has been recast to conform to the current year presentation. Satellite and Space Communications is organized into four product areas: Satellite Modem and Amplifier Technologies, Troposcatter and SATCOM Solutions, Space Components and Antennas, and High-Power Amplifiers and Switches. This segment offers customers: Satellite ground station technologies, services and system integration that facilitate the transmission of voice, video and data over GEO, MEO and LEO satellite constellations, including solid-state and traveling wave tube power amplifiers, modems, VSAT platforms and frequency converters; Satellite communications and tracking antenna systems, including high precision full motion fixed and mobile X/Y tracking antennas, RF feeds, reflectors and radomes; Over-the-horizon microwave equipment that can transmit digitized voice, video, and data over distances up to 200 miles using the troposphere and diffraction, including the Comtech COMET™; Solid-state, RF microwave high-power amplifiers and control components designed for radar, electronic warfare, data link, medical and aviation applications; and Procurement and supply chain management of high reliability EEE parts for satellite, launch vehicle and manned space applications. Terrestrial and Wireless Networks is organized into four product areas: Next Generation 911 & Call Delivery, Solacom Call Handling Solutions, Trusted Location and Messaging Solutions, and Cyber Security Training & Services. This segment offers customers: SMS Text to 911 services, providing alternate paths for individuals who need to request assistance (via text messaging) a method to reach Public Safety Answering Points; Next Generation 911 solutions, providing emergency call routing, location validation, policy-based routing rules, logging and security functionality; Emergency Services IP Network transport infrastructure for emergency services communications and support of Next Generation 911 services; Call handling applications for Public Safety Answering Points; Wireless emergency alerts solutions for network operators; Software and equipment for location-based and text messaging services for various applications, including for public safety, commercial and government services, and Cybersecurity training, skills labs, and competency assessments for both technical and non-technical applications. Our CODM primarily uses a metric that we refer to as Adjusted EBITDA to measure an operating segment’s performance and to make decisions about resources to be allocated. Our Adjusted EBITDA metric for the Satellite and Space Communications and Terrestrial and Wireless Networks segments do not consider any allocation of indirect expense, or any of the following: income taxes, interest (income) and other, change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, amortization of cost to fulfill assets, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID-19 related costs, strategic emerging technology costs (for next-generation satellite technology), facility exit costs, CEO transition costs, proxy solicitation costs, strategic alternatives 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. Any amounts shown in the Adjusted EBITDA calculation for our Satellite and Space Communications and Terrestrial and Wireless Networks segments are directly attributable to those segments. Our Adjusted EBITDA is also used by our management in assessing the Company's operating results. Although closely aligned, the Company's definition of Adjusted EBITDA is different than the Consolidated EBITDA (as such term is defined in our Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted EBITDA used by other companies 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 to Adjusted EBITDA is presented in the tables below: Fiscal Year Ended July 31, 2022 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 279,678,000 206,561,000 — $ 486,239,000 Operating (loss) income $ (5,671,000) 18,925,000 (47,006,000) $ (33,752,000) Net (loss) income $ (3,852,000) 18,796,000 (47,996,000) $ (33,052,000) (Benefit from) provision for income taxes (1,120,000) 19,000 (2,922,000) (4,023,000) Interest (income) and other (797,000) 110,000 (16,000) (703,000) Change in fair value of convertible — — (1,005,000) (1,005,000) Interest expense 98,000 — 4,933,000 5,031,000 Amortization of stock-based — — 7,767,000 7,767,000 Amortization of intangibles 7,312,000 14,084,000 — 21,396,000 Depreciation 4,049,000 6,069,000 196,000 10,314,000 Amortization of cost to fulfill assets 469,000 — — 469,000 CEO transition costs — — 13,554,000 13,554,000 Proxy solicitation costs — — 11,248,000 11,248,000 Restructuring costs 5,666,000 — 299,000 5,965,000 COVID-19 related costs 1,105,000 — — 1,105,000 Strategic emerging technology costs 1,197,000 — — 1,197,000 Adjusted EBITDA $ 14,127,000 39,078,000 (13,942,000) $ 39,263,000 Purchases of property, plant and equipment $ 8,915,000 10,704,000 — $ 19,619,000 Total assets at July 31, 2022 $ 487,235,000 461,443,000 25,619,000 $ 974,297,000 Fiscal Year Ended July 31, 2021 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 374,850,000 206,845,000 — $ 581,695,000 Operating income (loss) $ 24,281,000 25,185,000 (117,764,000) $ (68,298,000) Net income (loss) $ 24,357,000 24,396,000 (122,233,000) $ (73,480,000) (Benefit from) provision for income taxes (377,000) 795,000 (1,918,000) (1,500,000) Interest (income) and other 235,000 (6,000) (368,000) (139,000) Interest expense 66,000 — 6,755,000 6,821,000 Amortization of stock-based — — 9,983,000 9,983,000 Amortization of intangibles 5,695,000 15,325,000 — 21,020,000 Depreciation 3,721,000 5,316,000 342,000 9,379,000 Acquisition plan expenses — (1,052,000) 101,344,000 100,292,000 Restructuring costs 2,782,000 — — 2,782,000 COVID-19 related costs 1,046,000 — — 1,046,000 Strategic emerging technology costs 315,000 — — 315,000 Adjusted EBITDA $ 37,840,000 44,774,000 (6,095,000) $ 76,519,000 Purchases of property, plant and equipment $ 8,456,000 7,498,000 83,000 $ 16,037,000 Long-lived assets acquired in connection $ 47,958,000 — — $ 47,958,000 Total assets at July 31, 2021 $ 507,981,000 462,877,000 22,253,000 $ 993,111,000 Fiscal Year Ended July 31, 2020 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 411,073,000 205,642,000 — $ 616,715,000 Operating income (loss) $ 25,492,000 29,316,000 (39,634,000) $ 15,174,000 Net income (loss) $ 25,714,000 28,932,000 (47,626,000) $ 7,020,000 (Benefit from) provision for income taxes (29,000) 339,000 1,980,000 2,290,000 Interest (income) and other (218,000) 18,000 10,000 (190,000) Interest expense 25,000 27,000 6,002,000 6,054,000 Amortization of stock-based — — 9,275,000 9,275,000 Amortization of intangibles 5,133,000 16,462,000 — 21,595,000 Depreciation 3,854,000 5,939,000 768,000 10,561,000 Estimated contract settlement costs 476,000 (32,000) — 444,000 Acquisition plan expenses 751,000 — 20,003,000 20,754,000 Adjusted EBITDA $ 35,706,000 51,685,000 (9,588,000) $ 77,803,000 Purchases of property, plant and equipment $ 3,801,000 3,097,000 327,000 $ 7,225,000 Long-lived assets acquired in connection $ 32,391,000 6,060,000 — $ 38,451,000 Total assets at July 31, 2020 $ 412,704,000 467,312,000 49,631,000 $ 929,647,000 Unallocated expenses result from corporate expenses such as executive compensation, accounting, legal and other regulatory compliance related costs and also includes all of our amortization of stock-based compensation. During fiscal 2021 and 2020, we recorded $100,292,000 and $20,754,000 of acquisition plan expenses, respectively, most of which were recorded primarily in our unallocated expenses. See Note (2) -" Acquisitions " for further information. During fiscal 2022, we incurred $11,248,000 of proxy solicitation costs (including legal and advisory fees and costs associated with a related lawsuit) as a result of a now settled proxy contest initiated by a shareholder during the first quarter of fiscal 2022. Also, during fiscal 2022, we expensed $13,554,000 of transition costs related to our former CEO, Fred Kornberg. During fiscal 2022 and 2021, our Satellite and Space Communications segment recorded $5,666,000 and $2,782,000, respectively, of restructuring costs incurred to streamline our operations, including costs related to the ongoing relocation of certain of our satellite ground station production facilities to a new 146,000 square foot facility in Chandler, Arizona, as well as to consolidate certain administrative and operating functions in our troposcatter and SATCOM solutions product line. In addition, during fiscal 2022 and 2021, this segment also recorded $1,105,000 and $1,046,000 of incremental operating costs related to our antenna facility located in the United Kingdom due to the impact of the COVID-19 pandemic. There were no such charges recorded in fiscal 2020. Interest expense in the tables above primarily relates to our Credit Facility, and includes the amortization of deferred financing costs. See Note (7) - " Credit Facility " for further discussion. In addition, interest expense for fiscal 2021 includes $1,178,000 of incremental interest expense related to a now terminated financing commitment letter, as discussed in more detail in Note (2) - " Acquisitions ." Intersegment sales in fiscal 2022, 2021 and 2020 between the Satellite and Space Communications segment and the Terrestrial and Wireless Networks segment were nominal. All intersegment sales are eliminated in consolidation and are excluded from the tables above. Unallocated assets at July 31, 2022 consist principally of cash and cash equivalents, income taxes receivable, corporate property, plant and equipment and deferred financing costs. The large majority of our long-lived assets are located in the U.S. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Legal Proceedings and Other Matters Settled Litigation Related to the Convertible Preferred Stock Issuance In October 2021, Anthony Franchi (the “Plaintiff”) brought a putative class action in the Court of Chancery of the State of Delaware against the Company's current directors, the Company, White Hat Capital Partners LP (“White Hat”) and Magnetar Capital LLC (“Magnetar”), which was fully resolved by the parties and the case dismissed by court order on May 3, 2022. The ultimate resolution of this matters did not result in a material adverse effect on our consolidated results of operations and financial condition. Other Matters In the ordinary course of business, we include indemnification provisions in certain of our customer contracts to indemnify, hold harmless and reimburse such customers for certain losses, including but not limited to losses related to third-party claims of intellectual property infringement arising from the customer’s use of our products or services. We may also, from time to time, receive indemnification requests from customers related to third-party claims that 911 calls were improperly routed during an emergency. We evaluate such claims as and when they arise. We do not always agree with customers that they are entitled to indemnification and in such cases reject their claims. Despite maintaining that we have properly carried out our duties, we may seek coverage under our various insurance policies; however, we cannot be sure that we will be able to maintain or obtain insurance coverage at acceptable costs or in sufficient amounts or that our insurer will not disclaim coverage as to such claims. Accordingly, pending or future claims asserted against us by a party that we agree to indemnify could result in legal costs and damages that could have a material adverse effect on our consolidated results of operations and financial condition. (b) Employment Change of Control and Indemnification Agreements As of July 31, 2022, we had an employment agreement with Michael Porcelain, our President and CEO. The employment agreement generally provided for an annual salary and bonus award. On August 10, 2022, we announced the mutually agreed separation between the Company and Mr. Porcelain as President and CEO and member of the Board of Directors. The Company entered into a separation agreement with Mr. Porcelain. On August 9, 2022, subsequent to year end, our Board of Directors appointed our Chairman of the Board, Ken Peterman, as President and CEO, and the Company entered an employment agreement with Mr. Peterman generally providing for an annual salary, bonus award, sign-on bonus, equity incentive awards and, under certain termination of employment, severance payment. Transition costs related to our former President and CEO, Mr. Porcelain, pursuant to his separation agreement with the Company, were approximately $7.4 million, of which $3.8 million related to the acceleration of unamortized stock based compensation, with the remaining $3.6 million related to his severance payments and benefits upon termination of employment. The cash portion of the transition costs of $3.6 million is expected to be paid to Mr. Porcelain in October 2022. Also, in connection with Mr. Peterman entering into an employment agreement with the Company, effective as of August 9, 2022, we incurred a $1.0 million expense related to a cash sign-on bonus. CEO transition costs related to Mr. Porcelain and Mr. Peterman will be expensed in our Unallocated segment during the first quarter of fiscal 2023. We have also entered into change of control agreements with certain of our executive officers and certain key employees. All of these agreements may require payments by us, in certain circumstances, including, but not limited to, a change in control of our Company or termination of the employee. |
Goodwill
Goodwill | 12 Months Ended |
Jul. 31, 2022 | |
Goodwill [Abstract] | |
Goodwill | Goodwill The following table represents goodwill by reportable operating segment, including the changes in the net carrying value of goodwill as of July 31, 2022: Satellite and Space Communications Terrestrial and Wireless Networks Total Balance as of July 31, 2021 $ 173,608,000 174,090,000 $ 347,698,000 UHP acquisition (6,000) — (6,000) Balance as of July 31, 2022 $ 173,602,000 174,090,000 $ 347,692,000 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 quantitative assessment of goodwill impairment ("quantitative assessment"), we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. As discussed further in Note 11 - "Segment Information ", as a result of our segment restructuring in the fourth quarter of fiscal 2022 from the Commercial Solutions and Government Solutions segments to the Satellite and Space Communications and Terrestrial and Wireless Networks segments, we performed an interim quantitative assessment as of July 29, 2022 and estimated the fair value of each of our reporting units, both before and after the change, using a combination of the income and market approaches. We performed our quantitative assessment 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. 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). For purposes of conducting our impairment analysis, we assumed revenue growth rates and cash flow projections that are below 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, which reflects 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 total public market capitalization and assessed implied control premiums based on our common stock price of $11.62 as of the date of testing. Ultimately, based on our quantitative evaluations, we determined that our Satellite and Space Communications and Terrestrial and Wireless Networks reporting units had estimated fair values in excess of their carrying values of at least 18.4% and 11.6%, respectively, and concluded that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment. Also, given its proximity to our next regularly scheduled annual goodwill impairment testing date, we utilized our July 29, 2022 interim quantitative assessment to conclude that our goodwill was not impaired and that neither of our two reporting units was at risk of failing the quantitative assessment as of August 1, 2022. Additionally, the carrying value of goodwill of $347,692,000 was reallocated to our new reporting units based on their respective estimated relative fair value. It is possible that, during fiscal 2023 or beyond, business conditions (both in the U.S. and internationally) could deteriorate from the current state, 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 fluctuate. Such fluctuation could be caused by uncertainty about the severity and length of the COVID-19 pandemic, and its impact on global activity. 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 a quantitative assessment during fiscal 2023 or beyond. If assumed net sales and cash flow projections are not achieved in future periods or our common stock price significantly declines from current levels, our Satellite and Space Communications and Terrestrial and Wireless Networks reporting units could be at risk of failing the quantitative assessment and goodwill 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, 2023 (the start of our fiscal 2024). 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. 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 | 12 Months Ended |
Jul. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets with finite lives as of July 31, 2022 and 2021 are as follows: July 31, 2022 Weighted Average Gross Carrying Accumulated Net Carrying Customer relationships 20.2 $ 302,058,000 107,500,000 $ 194,558,000 Technologies 14.8 114,949,000 75,798,000 39,151,000 Trademarks and other 16.7 32,926,000 19,332,000 13,594,000 Total $ 449,933,000 202,630,000 $ 247,303,000 July 31, 2021 Weighted Average Gross Carrying Accumulated Net Carrying Customer relationships 20.2 $ 302,058,000 93,215,000 $ 208,843,000 Technologies 14.8 114,949,000 70,924,000 44,025,000 Trademarks and other 16.7 32,926,000 17,095,000 15,831,000 Total $ 449,933,000 181,234,000 $ 268,699,000 The weighted average amortization period in the above table excludes fully amortized intangible assets. Amortization expense for the fiscal years ended July 31, 2022, 2021 and 2020 was $21,396,000, $21,020,000 and $21,595,000, respectively. The estimated amortization expense consists of the following for the fiscal years ending July 31: 2023 $ 21,556,000 2024 21,154,000 2025 21,039,000 2026 19,888,000 2027 18,534,000 We review net intangible assets with finite lives for impairment when an event occurs indicating the potential for impairment. Based on our last assessment, we believe that the carrying values of our net intangible assets were recoverable as of July 31, 2022. However, if business conditions deteriorate, we may be required to record impairment losses, and or increase the amortization of intangibles in the future. Any impairment charges that we may record in the future could be material to our results of operations and financial condition. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Jul. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred StockOn October 18, 2021, we entered into a Subscription Agreement (the “Subscription Agreement”) with certain affiliates and related funds of White Hat Capital Partners LP and Magnetar Capital LLC (collectively, the “Investors”), relating to the issuance and sale of up to 125,000 shares of a new series of the Company's Series A Convertible Preferred Stock, par value $0.10 per share (the “Convertible Preferred Stock”), for an aggregate purchase price of up to $125,000,000, or $1,000 per share. On October 19, 2021 (the “Initial Closing Date”), pursuant to the terms of the Subscription Agreement, the Investors purchased an aggregate of 100,000 shares of Convertible Preferred Stock (the “Initial Issuance”) for an aggregate purchase price of $100,000,000. The Investors have a one-time option exercisable at any time on or prior to March 31, 2023 to purchase additional shares of Convertible Preferred Stock for an aggregate purchase price of $25,000,000. This purchase option is commonly referred to as a “Green Shoe” and together with the Initial Issuance, is collectively referred to as the “Issuance.” The adjusted conversion price for the shares issued in the Initial Issuance is $23.97, and the adjusted conversion price for the Green Shoe is $31.21, subject to certain adjustments set forth in the Certificate of Designations filed with the Secretary of the Stare of Delaware. The Convertible Preferred Stock ranks senior to the shares of our common stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. The Convertible Preferred Stock initially had a liquidation preference of $1,000 per share with each share entitled to a cumulative dividend (the “Dividend”) at the rate of 6.5% per annum, compounding quarterly, paid-in-kind or paid in cash, at our election. For any quarter in which we elect not to pay the Dividend in cash with respect to a share of Convertible Preferred Stock, such Dividend becomes part of the liquidation preference of such share. In addition, no dividend or other distribution on our common stock in excess of our $0.10 per share per quarter will be declared or paid on the common stock unless, at the time of such declaration and payment, an equivalent dividend or distribution is declared and paid on the Convertible Preferred Stock (the “Participating Dividend”), provided that in the case of any such dividend in the form of cash, in lieu of a cash payment, such Participating Dividend will become part of the liquidation preference of the shares of the Convertible Preferred Stock. Such Participating Dividend results in the Convertible Preferred Stock meeting the definition of a "participating security" for purposes of our earnings per share calculations. As of September 29, 2022, the Convertible Preferred Stock is convertible into shares of common stock at the option of the holders. At any time after October 19, 2024, we have the right to mandate the conversion of the Convertible Preferred Stock, subject to certain restrictions, based on the price of the common stock in the preceding thirty trading days. Holders of the Convertible Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis, as well as are entitled to a separate class vote with respect to, among other things, amendments to our organizational documents that have an adverse effect on the Convertible Preferred Stock, authorizations or issuances of securities of the Company, the payment of dividends other than dividends on common stock in the ordinary course consistent with past practice on a quarterly basis in an amount not to exceed our current dividend rate of $0.10 per share per quarter, related party transactions, repurchases or redemptions of securities of the Company (other than the repurchase of up to $25,000,000 of shares of common stock), dispositions of businesses or assets, the incurrence of certain indebtedness and certain amendments or extensions of our existing Credit Facility. Holders will have the right to require the Company to repurchase such holder's Convertible Preferred Stock on a date occurring either (a) on or after October 19, 2026 (the “Optional Repurchase Trigger Date”) at a price equal to the liquidation preference or (b) in connection with a conversion of Convertible Preferred Stock, pursuant to which the number of shares of common stock issuable upon such conversion would exceed 19.99% of the issued and outstanding shares of common stock as of October 18, 2021 (such excess shares, "Excess Conversion Shares"), at any time after the date that is 91 days after the maturity date of the Company's existing Credit Facility, at a price per share equal to the number of Excess Conversion Shares multiplied by the Last Reported Sales Price (as defined) of common stock on the applicable conversion date. In addition, each holder will have the right to cause the Company to repurchase its shares of Convertible Preferred Stock in connection with a Change of Control, at a price equal to the liquidation preference. We determined that our obligation to issue the Green Shoe at any time on or prior to March 31, 2023 meets the definition of a freestanding financial instrument that should be accounted for as a liability. As such, we established an initial convertible preferred stock purchase option liability of $1,005,000 and reduced the proceeds from the Initial Issuance by such amount. The liability will be remeasured to its estimated fair value each reporting period until such instrument is exercised or expires. Changes in its estimated fair value are recognized as a non-cash charge or benefit and presented on the consolidated statement of operations. The estimated fair value of the convertible preferred stock purchase option liability was nominal as of July 31, 2022. During fiscal 2022, we recorded a benefit $1,005,000 for the remeasurement of the convertible preferred stock purchase option liability. In accordance with ASC 480, " Distinguishing Liabilities from Equity ," specifically ASC 480-10-S99-3A(2), SEC Staff Announcement: Classification and Measurement of Redeemable Securities , we have classified the Convertible Preferred Stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within our control and we could be required by the holder to redeem the shares for cash or other assets, at their option. Upon the Initial Issuance, we recorded the Convertible Preferred Stock, net of issuance costs of $4,007,000 and net of the portion of such proceeds allocated to the convertible preferred stock purchase option liability described above, which resulted in an initial carrying value of the Convertible Preferred Stock less than its initial redemption value of $100,000,000. We have elected to adjust the carrying value of the Convertible Preferred Stock to its current redemption value of $105,204,000, which includes $4,638,000 of dividends paid in kind and $566,000 of accumulated and unpaid dividends. As such, an adjustment of $10,216,000 to increase the carrying value of the Convertible Preferred Stock was recorded against retained earnings during fiscal 2022. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Sale of Common Stock On March 3, 2021, in connection with our acquisition of UHP, we filed a shelf registration statement with the SEC for the sale by the selling stockholder of UHP of up to 1,381,567 shares of our common stock. The shelf registration statement was declared effective by the SEC as of March 15, 2021. On July 13, 2022, we filed a shelf registration statement with the SEC for the sale of 606,302 additional shares of our common stock by the selling stockholder of UHP. The shelf registration statement was declared effective by the SEC as of July 25, 2022. To-date, we have issued all 1,987,869 shares pursuant to these shelf registration statements to satisfy payment and escrow arrangements under the terms of the stock purchase agreement. See Note (2) - " Acquisitions - UHP Networks Inc. " for further information. On July 13, 2022, we filed a $200,000,000 shelf registration statement with the SEC for the sale of various types of securities, including debt. The shelf registration was declared effective by the SEC as of July 25, 2022. To-date, we have not issued any securities pursuant to our $200,000,000 shelf registration statement. Common Stock Repurchase Program On September 29, 2020, our Board of Directors authorized a new $100,000,000 stock repurchase program, which replaced our prior program. The new $100,000,000 stock repurchase program has no time restrictions and repurchases may be made from time to time in open-market or privately negotiated transactions, or by other means in accordance with federal securities laws. There were no repurchases made during the fiscal years ended July 31, 2022 or 2021. Dividends on Common Stock Since September 2010, we have paid quarterly cash dividends pursuant to an annual targeted dividend amount that was established by our Board of Directors. On October 4, 2021, December 9, 2021, March 10, 2022 and June 9, 2022, our Board of Directors declared a dividend of $0.10 per common share, which were paid on November 12, 2021, February 18, 2022, May 20, 2022 and August 19, 2022, respectively. On September 29, 2022, our Board of Directors declared a cash dividend of $0.10 per common share, payable on November 18, 2022 to stockholders of record at the close of business on October 19, 2022. Future common stock dividends remain subject to compliance with financial covenants under our Credit Facility, as well as Board approval and certain voting rights of holders of our Series A Convertible Preferred Stock. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Jul. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts and Reserves | Schedule II COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Valuation and Qualifying Accounts and Reserves Fiscal Years Ended July 31, 2022, 2021 and 2020 Column A Column B Column C Additions Column D Column E Description Balance at Charged to Charged to Transfers Balance at Allowance for doubtful accounts receivable: Year ended July 31, 2022 $ 1,648,000 838,000 (A) — (149,000) (B) $ 2,337,000 2021 1,769,000 (18,000) (A) 215,000 (C) (318,000) (B) 1,648,000 2020 1,867,000 45,000 (A) — (143,000) (B) 1,769,000 Inventory reserves: Year ended July 31, 2022 $ 20,229,000 4,447,000 (D) — (1,555,000) (E) $ 23,121,000 2021 19,076,000 4,364,000 (D) — (3,211,000) (E) 20,229,000 2020 19,696,000 1,647,000 (D) — (2,267,000) (E) 19,076,000 Valuation allowance for deferred tax assets: Year ended July 31, 2022 $ 28,384,000 2,947,000 (F) — (104,000) (F) $ 31,227,000 2021 11,471,000 17,750,000 (F) — (837,000) (F) 28,384,000 2020 12,568,000 750,000 (F) — (1,847,000) (F) 11,471,000 (A) Provision for doubtful accounts. (B) Write-off of uncollectible receivables. (C) Increase due to our August 1, 2020 adoption of FASB ASU No. 2016-13, on a modified-retrospective basis, which requires companies to utilize an impairment model (current expected credit loss ("CECL”)) for most financial assets measured at amortized cost and certain other financial instruments, which include, but are not limited to trade receivables and contract assets. (D) Provision for excess and obsolete inventory. (E) Write-off of inventory. (F) Change in valuation allowance. See Note (9) - "Income Taxes" for further discussion. |
Summary of Significant Accoun_2
Summary of Significant Accounting and Reporting Policies (Policy) | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Comtech Telecommunications Corp. and its subsidiaries ("Comtech," "we," "us," or "our"), all of which are wholly-owned. All significant intercompany balances and transactions have been eliminated in consolidation. |
Nature of Business | Nature of Business We design, produce and market innovative products, systems and services for advanced communications solutions. We conduct our business through two reportable operating segments: Satellite and Space Communications and Terrestrial and Wireless Networks. Our business is highly competitive and characterized by rapid technological change. Our growth and financial position depends on our ability to keep pace with such changes and developments and to respond to the sophisticated requirements of an increasing variety of secure wireless communications technology users, among other things. Many of our competitors are substantially larger, and have significantly greater financial, marketing and operating resources and broader product lines than our own. A significant technological or sales breakthrough by others, including smaller competitors or new companies, could have a material adverse effect on our business. In addition, certain of our customers have technological capabilities in our product areas and could choose to replace our products with their own. International sales expose us to certain risks, including barriers to trade, fluctuations in foreign currency exchange rates (which may make our products less price competitive), political and economic instability, availability of suitable export financing, export license requirements, tariff regulations, and other United States ("U.S.") and foreign regulations that may apply to the export of our products, as well as the generally greater difficulties of doing business abroad. We attempt to reduce the risk of doing business in foreign countries by seeking contracts denominated in U.S. dollars, advance or milestone payments, credit insurance and irrevocable letters of credit in our favor. |
Revenue Recognition | Revenue Recognition In accordance with FASB ASC 606 - Revenue from Contracts with Customers ("ASC 606"), we record revenue in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. Under ASC 606, we follow a five-step model to: (1) identify the contract with our customer; (2) identify our performance obligations in our contract; (3) determine the transaction price for our contract; (4) allocate the transaction price to our performance obligations; and (5) recognize revenue using one of the following two methods: • Over time - We recognize revenue using the over time method when there is a continuous transfer of control to the customer over the contractual period of performance. This generally occurs when we enter into a long-term contract relating to the design, development or manufacture of complex equipment or technology platforms to a buyer’s specification (or to provide services related to the performance of such contracts). Continuous transfer of control is typically supported by contract clauses which allow our customers to unilaterally terminate a contract for convenience, pay for costs incurred plus a reasonable profit and take control of work-in-process. Revenue recognized over time is generally based on the extent of progress toward completion of the related performance obligations. The selection of the method to measure progress requires judgment and is based on the nature of the products or services provided. In certain instances, typically for firm fixed-price contracts, we use the cost-to-cost measure because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion, including warranty costs. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill generally include direct labor, materials, subcontractor costs, other direct costs and an allocation of indirect costs. When these contracts are modified, the additional goods or services are generally not distinct from those already provided. As a result, these modifications form part of an existing contract and we must update the transaction price and our measure of progress for the single performance obligation and recognize a cumulative catch-up to revenue and gross profits. For over time contracts using a cost-to-cost measure of progress, we have an estimate at completion ("EAC") process in which management reviews the progress and execution of our performance obligations. This EAC process requires management judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for schedule and technical issues. Since certain contracts extend over a long period of time, the impact of revisions in revenue and or cost estimates during the progress of work may impact current period earnings through a cumulative adjustment. Additionally, if the EAC process indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract revenue and cost estimates for significant contracts are generally reviewed and reassessed at least quarterly. The cost-to-cost method is principally used to account for contracts in our Satellite and Space Communications segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our Terrestrial and Wireless Networks segment. For service-based contracts in our Terrestrial and Wireless Networks segment, we also recognize revenue over time. These services are typically recognized as a series of services performed over the contract term using the straight-line method, or based on our customers’ actual usage of the networks and platforms which we provide. • Point in time - When a performance obligation is not satisfied over time, we must record revenue using the point in time accounting method which generally results in revenue being recognized upon shipment or delivery of a promised good or service to a customer. This generally occurs when we enter into short term contracts or purchase orders where items are provided to customers with relatively quick turn-around times. Modifications to such contracts and or purchase orders, which typically provide for additional quantities or services, are accounted for as a new contract because the pricing for these additional quantities or services are based on standalone selling prices. Point in time accounting is principally applied to contracts in our Satellite and Space Communications segment, which includes satellite modems, solid-state and traveling wave tube amplifiers and to certain contracts for our solid-state, high-power RF amplifiers. The contracts related to these products do not meet the requirements for over time revenue recognition because our customers cannot utilize the equipment for its intended purpose during any phase of our manufacturing process; customers do not simultaneously receive and or consume the benefits provided by our performance; customers do not control the asset (i.e., prior to delivery, customers cannot direct the use of the asset, sell or exchange the equipment, etc.); and, although many of our contracts have termination for convenience clauses and or an enforceable right to payment for performance completed to date, our performance creates an asset with an alternative use through the point of delivery. In determining that our equipment has alternative use, we considered the underlying manufacturing process. In the early phases of manufacturing, raw materials and work in process (including subassemblies) consist of common parts that are highly fungible among many different types of products and customer applications. Finished products are either configured to our standard configuration or based on our customers’ specifications. Finished products, whether built to our standard specification or to a customers’ specification, can be sold to a variety of customers and across many different end use applications with minimal rework, if needed, and without incurring a significant economic loss. When identifying a contract with our customer, we consider when it has approval and commitment from both parties, if the rights of the parties are identified, if the payment terms are identified, if it has commercial substance and if collectability is probable. When identifying performance obligations, we consider whether there are multiple promises and how to account for them. In our contracts, multiple promises are separated if they are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or comprise a series of distinct services performed over time, they are combined into a single performance obligation. In some cases, we may also provide the customer with an additional service-type warranty, which we recognize as a separate performance obligation. Service-type warranties do not represent a significant portion of our consolidated net sales. When service-type warranties represent a separate performance obligation, the revenue is deferred and recognized ratably over the extended warranty period. Our contracts, from time-to-time, may also include options for additional goods and services. To date, these options have not represented material rights to the customer as the pricing for them reflects standalone selling prices. As a result, we do not consider options we offer to be performance obligations for which we must allocate a portion of the transaction price. In many cases, we provide assurance-type warranty coverage for some of our products for a period of at least one year from the date of delivery. When identifying the transaction price, we typically utilize the contract's stated price as a starting point. The transaction price in certain arrangements may include estimated amounts of variable consideration, including award fees, incentive fees or other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved. The estimation of this variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (e.g., historical, current and forecasted) that is reasonably available to us. When allocating the contract’s transaction price, we consider each distinct performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives and internally approved pricing guidelines related to the performance obligations. The timing of revenue recognition, billings and collections results in receivables, unbilled receivables and contract liabilities on our Consolidated Balance Sheet. Under typical payment terms for our contracts accounted for over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly) or upon achievement of contractual milestones. For certain contracts with provisions that are intended to protect customers in the event we do not satisfy our performance obligations, billings occur subsequent to revenue recognition, resulting in unbilled receivables. Under ASC 606, unbilled receivables constitute contract assets. There were no material impairment losses recognized on contract assets during the fiscal years ended July 31, 2022, 2021 and 2020, respectively. On large long-term contracts, and for contracts with international customers that do not do business with us regularly, payment terms typically require advanced payments and deposits. Under ASC 606, payments received from customers in excess of revenue recognized to-date results in a contract liability. These contract liabilities are not considered to represent a significant financing component of the contract because we believe these cash advances and deposits are generally used to meet working capital demands which can be higher in the earlier stages of a contract. Also, advanced payments and deposits provide us with some measure of assurance that the customer will perform on its obligations under the contract. Under the typical payment terms for our contracts accounted for at a point in time, costs are accumulated in inventory until the time of billing, which generally coincides with revenue recognition. Of the contract liability balance at July 31, 2021 and July 31, 2020, $51,762,000 and $34,545,000 was recognized as revenue during fiscal years 2022 and 2021, respectively. We recognize the incremental costs to obtain or fulfill a contract as an expense when incurred if the amortization period of the asset is one year or less. Incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material. As commissions payable to our internal sales and marketing employees or contractors are contingent upon multiple factors, such commissions are not considered direct costs to obtain or fulfill a contract with a customer and are expensed as incurred in selling, general and administrative expenses on our Consolidated Statements of Operations. As for commissions payable to our third-party sales representatives related to large long-term contracts, we do consider these types of commissions both direct and incremental costs to obtain and fulfill such contracts. Therefore, such commissions are included in total estimated costs at completion for such contracts and expensed over time through cost of sales on our Consolidated Statements of Operations. |
Cash and Cash Equivalents | Cash and Cash EquivalentsOur cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and have insignificant risk of change in value as a result of changes in interest rates. Our cash and cash equivalents, as of July 31, 2022 and 2021, amounted to $21,654,000 and $30,861,000, respectively, and primarily consist of bank deposits and money market deposit accounts insured by the Federal Deposit Insurance Corporation. Cash equivalents are carried at cost, which approximates fair value. |
Inventories | InventoriesOur inventories are stated 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 inventories are reduced to their estimated net realizable value by a charge to cost of sales in the period such excess costs are determined. Our inventories are principally recorded using either average or standard costing methods. Work-in-process (including our contracts-in-progress) and finished goods inventory reflect all accumulated production costs, which are comprised of direct production costs and overhead, and is reduced by amounts recorded in cost of sales as the related revenue is recognized. Indirect costs relating to long-term contracts, which include expenses such as general and administrative, are charged to expense as incurred and are not included in our cost of sales or work-in-process (including our contracts-in-progress) and finished goods inventory. |
Long-Lived Assets | Long-Lived Assets Our machinery and equipment, which are recorded at cost, are depreciated or amortized over their estimated useful lives ( three Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired. In accordance with FASB ASC 350 " Intangibles - Goodwill and Other " goodwill is not amortized. We periodically, at least on an annual basis in the first quarter of each fiscal year, review goodwill, considering factors such as projected cash flows and revenue and earnings multiples, to determine whether the carrying value of the goodwill is impaired. If we fail the quantitative assessment of goodwill impairment ("quantitative assessment"), we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We define our reporting units to be the same as our operating segments. We performed our annual goodwill impairment assessment for fiscal 2023 on August 1, 2022 (the first day of our fiscal 2023). See Note (13) - " Goodwill " for more information. Unless there are future indicators that the fair value of a reporting unit is more likely than not less than its carrying value, such as a significant adverse change in our future financial performance, our next impairment assessment for goodwill will be performed and completed in the first quarter of fiscal 2024. Any impairment charges that we may record in the future could be material to our results of operations and financial condition. We assess the recoverability of the carrying value of our other long-lived assets, including identifiable intangible assets with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. We evaluate the recoverability of such assets based upon the expectations of undiscounted cash flows from such assets. If the sum of the expected future undiscounted cash flows were less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We determine the uncertain tax positions taken or expected to be taken in income tax returns in accordance with the provisions of FASB ASC 740-10-25 " Income Taxes, " which prescribes a two-step evaluation process for tax positions. The first step is recognition based on a determination of whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is to measure a tax position that meets the more-likely-than-not threshold. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. If a tax position does not meet the more-likely-than-not recognition threshold, the benefit of that position is not recognized in the financial statements. Our policy is to recognize potential interest and penalties related to uncertain tax positions in income tax expense. |
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, settlement of escrow and earn-out arrangements related to our acquisition of UHP and the assumed conversion of Convertible Preferred Stock, if dilutive, outstanding during each respective period. Pursuant to FASB ASC 260 " Earnings Per Share, " shares whose issuance is contingent upon the satisfaction of certain conditions are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period. When calculating our diluted earnings per share, we consider the amount an employee must pay upon assumed exercise of stock-based awards and the amount of stock-based compensation cost attributed to future services and not yet recognized. There were no repurchases of our common stock during the fiscal years ended July 31, 2022, 2021 and 2020. See Note (16) - " Stockholders’ Equity " for more information. Weighted average stock options, RSUs and restricted stock outstanding of 1,656,000, 1,440,000 and 1,348,000 shares for fiscal 2022, 2021 and 2020, respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Our EPS calculations exclude 293,000, 232,000 and 201,000 weighted average performance shares outstanding for fiscal 2022, 2021 and 2020, respectively, as the performance conditions have not yet been satisfied. However, the numerator for EPS calculations for each respective period is reduced by the compensation expense related to these awards. Weighted average common shares of 591,000 and 82,000 related to our acquisition of UHP in March 2021 were not included in our diluted EPS calculation for fiscal 2022 and 2021, respectively, because their effect would have been anti-dilutive. |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Using the fair value hierarchy described in FASB ASC 820 " Fair Value Measurements and Disclosures," 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 (such as accounts receivable) and other current liabilities (including accounts payable and accrued expenses) approximate their fair values due to their short-term maturities. The fair value of our Credit Facility that we entered into on October 31, 2018 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. As of July 31, 2022 and 2021, other than the financial instruments discussed above, we had no other significant assets or liabilities included in our Consolidated Balance Sheets recorded at fair value, as such term is defined by FASB ASC 820. |
Use of Estimates | Use of EstimatesThe preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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. We make significant estimates in many areas of our accounting, including but not limited to the following: long-term contracts, stock-based compensation, intangible assets and liabilities including goodwill, provision for excess and obsolete inventory, allowance for doubtful accounts, warranty obligations and income taxes. Actual results may differ from those estimates. |
Comprehensive Income | Comprehensive Income In accordance with FASB ASC 220 " Comprehensive Income ," we report all changes in equity during a period, except those resulting from investment by owners and distribution to owners, for the period in which they are recognized. Comprehensive income is the total of net income and all other non-owner changes in equity (or other comprehensive income) such as unrealized gains/losses on securities classified as available-for-sale, foreign currency translation adjustments and minimum pension liability adjustments. Comprehensive income was the same as our net income in fiscal 2022, 2021 and 2020. |
Reclassifications | ReclassificationsCertain reclassifications have been made to previously reported consolidated financial statements to conform to the fiscal 2022 presentation. |
Adoption of Accounting Standards and Updates | Adoption of Accounting Standards and Updates We are required to prepare our consolidated financial statements in accordance with the Financial Accounting Standards 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 fiscal 2022, we adopted: • FASB ASU No. 2019-12, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. Our adoption of this ASU on August 1, 2021 did not have a material impact on our consolidated financial statements or disclosures. • FASB ASU No. 2020-01, which clarifies the interactions between Topics 321, 323 and 815. This ASU clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In addition, the amendments clarify the accounting for certain forward contracts and purchased options accounted for under Topic 815. Our adoption of this ASU on August 1, 2021 did not impact our consolidated financial statements or disclosures. • FASB ASU No. 2020-06, which simplifies the accounting for convertible instruments by removing certain separation models (including the cash conversion model and the beneficial conversion feature model) for convertible instruments. As a result, for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815 or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features are no longer separated from the host contract. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost as long as no other features require bifurcation and recognition as derivatives. On August 1, 2021, we early adopted this ASU. Our early adoption of this ASU did not have any impact on our consolidated financial statements or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting and Reporting Policies (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Sale by geography and customer type | Sales by geography and customer type, as a percentage of consolidated net sales, are as follows: Fiscal Years Ended July 31, 2022 2021 2020 United States U.S. government 27.2 % 34.6 % 36.2 % Domestic 47.8 % 41.5 % 40.3 % Total United States 75.0 % 76.1 % 76.5 % International 25.0 % 23.9 % 23.5 % Total 100.0 % 100.0 % 100.0 % |
Disaggregation of revenue | The following tables summarize our disaggregation of revenue consistent with information reviewed by our Chief Operating Decision Maker ("CODM") for the fiscal years ended July 31, 2022, 2021 and 2020. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors which impact our business. See Note (11) - "Segment Information " for more information related to our segments. Fiscal Year Ended July 31, 2022 Satellite and Space Communications Terrestrial and Wireless Networks Total Geographical region and customer type U.S. government $ 127,536,000 5,061,000 $ 132,597,000 Domestic 50,274,000 181,976,000 232,250,000 Total United States 177,810,000 187,037,000 364,847,000 International 101,868,000 19,524,000 121,392,000 Total $ 279,678,000 206,561,000 $ 486,239,000 Contract type Firm fixed-price $ 249,497,000 206,561,000 $ 456,058,000 Cost reimbursable 30,181,000 — 30,181,000 Total $ 279,678,000 206,561,000 $ 486,239,000 Transfer of control Point in time $ 186,052,000 2,633,000 $ 188,685,000 Over time 93,626,000 203,928,000 297,554,000 Total $ 279,678,000 206,561,000 $ 486,239,000 Fiscal Year Ended July 31, 2021 Satellite and Space Communications Terrestrial and Wireless Networks Total Geographical region and customer type U.S. government $ 198,157,000 2,924,000 $ 201,081,000 Domestic 57,246,000 184,425,000 241,671,000 Total United States 255,403,000 187,349,000 442,752,000 International 119,448,000 19,495,000 138,943,000 Total $ 374,851,000 206,844,000 $ 581,695,000 Contract type Firm fixed-price $ 292,044,000 206,844,000 $ 498,888,000 Cost reimbursable 82,807,000 — 82,807,000 Total $ 374,851,000 206,844,000 $ 581,695,000 Transfer of control Point in time $ 234,690,000 1,704,000 $ 236,394,000 Over time 140,161,000 205,140,000 345,301,000 Total $ 374,851,000 206,844,000 $ 581,695,000 Fiscal Year Ended July 31, 2020 Satellite and Space Communications Terrestrial and Wireless Networks Total Geographical region and customer type U.S. government $ 220,824,000 2,539,000 $ 223,363,000 Domestic 62,607,000 185,638,000 248,245,000 Total United States 283,431,000 188,177,000 471,608,000 International 127,642,000 17,465,000 145,107,000 Total $ 411,073,000 205,642,000 $ 616,715,000 Contract type Firm fixed-price $ 322,450,000 205,642,000 $ 528,092,000 Cost reimbursable 88,623,000 — 88,623,000 Total $ 411,073,000 205,642,000 $ 616,715,000 Transfer of control Point in time $ 274,614,000 4,352,000 $ 278,966,000 Over time 136,459,000 201,290,000 337,749,000 Total $ 411,073,000 205,642,000 $ 616,715,000 |
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: Fiscal Years Ended July 31, 2022 2021 2020 Numerator: Net (loss) income $ (33,052,000) (73,480,000) 7,020,000 Convertible preferred stock issuance costs (4,007,000) — — Establishment of initial convertible preferred (1,005,000) — — Dividend on convertible preferred stock (5,204,000) — — Net (loss) income attributable to common $ (43,268,000) (73,480,000) 7,020,000 Denominator: Denominator for basic calculation 26,506,000 25,685,000 24,798,000 Effect of dilutive securities: Stock-based awards — — 101,000 Denominator for diluted calculation 26,506,000 25,685,000 24,899,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair value of assets acquired and liabilities assumed | Purchase Initial upfront payment $ 23,979,000 Hold back amount 4,991,000 Contingent earn-out consideration 8,500,000 Purchase price at fair value $ 37,470,000 Allocation of aggregate purchase price: Cash and cash equivalents $ 1,391,000 Current assets 1,367,000 Property, plant and equipment 10,000 Deferred tax assets 310,000 Contract liabilities (648,000) Accrued warranty obligations (750,000) Other current liabilities (1,175,000) Non-current liabilities (160,000) Net tangible assets at fair value $ 345,000 Identifiable intangibles, deferred taxes and goodwill: Estimated Useful Lives Technology $ 15,300,000 15 years Customer relationships 15,500,000 15 years Trade name 800,000 20 years Deferred tax liabilities (8,374,000) Goodwill 13,899,000 Indefinite Allocation of aggregate purchase price $ 37,470,000 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Receivables [Abstract] | |
Accounts receivable | Accounts receivable consists of the following at July 31, 2022 and 2021: 2022 2021 Receivables from commercial and international customers $ 59,922,000 86,890,000 Unbilled receivables from commercial and international customers 39,826,000 36,131,000 Receivables from the U.S. government and its agencies 24,776,000 33,381,000 Unbilled receivables from the U.S. government and its agencies 1,524,000 3,356,000 Total accounts receivable 126,048,000 159,758,000 Less allowance for doubtful accounts 2,337,000 1,648,000 Accounts receivable, net $ 123,711,000 158,110,000 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following at July 31, 2022 and 2021: 2022 2021 Raw materials and components $ 78,478,000 62,249,000 Work-in-process and finished goods 40,960,000 38,338,000 Total inventories 119,438,000 100,587,000 Less reserve for excess and obsolete inventories 23,121,000 20,229,000 Inventories, net $ 96,317,000 80,358,000 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant, and equipment | Property, plant and equipment consist of the following at July 31, 2022 and 2021: 2022 2021 Machinery and equipment $ 186,935,000 170,600,000 Leasehold improvements 14,260,000 15,726,000 201,195,000 186,326,000 Less accumulated depreciation and amortization 150,832,000 151,040,000 Property, plant and equipment, net $ 50,363,000 35,286,000 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following at July 31, 2022 and 2021: 2022 2021 Accrued wages and benefits $ 25,675,000 26,367,000 Accrued warranty obligations 9,420,000 17,600,000 Accrued contract costs 15,921,000 12,750,000 Accrued acquisition-related costs — 9,222,000 Accrued commissions and royalties 5,697,000 5,342,000 Accrued legal costs 2,514,000 2,854,000 Other 13,435,000 15,466,000 Accrued expenses and other current liabilities $ 72,662,000 89,601,000 |
Product warranty rollforward | Changes in our accrued warranty obligations during the fiscal years ended July 31, 2022 and 2021 were as follows: 2022 2021 Balance at beginning of year $ 17,600,000 15,200,000 (Benefit from) provision for warranty obligations (1,255,000) 4,360,000 Adjustments for changes in estimates (2,500,000) — Charges incurred (4,425,000) (2,710,000) Additions (in connection with acquisitions) — 750,000 Balance at end of year $ 9,420,000 17,600,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Leases [Abstract] | |
Components of lease expense and additional information | The components of lease expense are as follows: Fiscal years ended July 31, 2022 2021 2020 Finance lease expense: Amortization of ROU assets $ 13,000 36,000 175,000 Interest on lease liabilities 1,000 3,000 4,000 Operating lease expense 11,658,000 12,152,000 10,728,000 Short-term lease expense 402,000 819,000 3,045,000 Variable lease expense 4,619,000 4,523,000 4,033,000 Sublease income (67,000) (67,000) (22,000) Total lease expense $ 16,626,000 17,466,000 17,963,000 Additional information related to leases is as follows: Fiscal years ended July 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease Operating leases - Operating cash outflows $ 11,864,000 10,868,000 11,437,000 Finance leases - Operating cash outflows 1,000 3,000 4,000 Finance leases - Financing cash outflows 15,000 38,000 322,000 ROU assets obtained in the exchange for lease liabilities Operating leases $ 15,233,000 24,987,000 3,561,000 |
Future cash flows relating to operating lease liabilities | The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Consolidated Balance Sheet as of July 31, 2022: Operating Finance Total Fiscal 2023 $ 9,953,000 $ 6,000 $ 9,959,000 Fiscal 2024 8,798,000 — 8,798,000 Fiscal 2025 8,155,000 — 8,155,000 Fiscal 2026 6,757,000 — 6,757,000 Fiscal 2027 4,715,000 — 4,715,000 Thereafter 24,218,000 — 24,218,000 Total future undiscounted cash flows 62,596,000 6,000 62,602,000 Less: Present value discount 9,488,000 1,000 9,489,000 Lease liabilities $ 53,108,000 $ 5,000 $ 53,113,000 Weighted-average remaining lease terms (in years) 8.77 0.57 Weighted-average discount rate 3.43 % 6.59 % |
Future minimum lease payments for finance lease liabilities | The following table is a reconciliation of future cash flows relating to operating and financing lease liabilities presented on our Consolidated Balance Sheet as of July 31, 2022: Operating Finance Total Fiscal 2023 $ 9,953,000 $ 6,000 $ 9,959,000 Fiscal 2024 8,798,000 — 8,798,000 Fiscal 2025 8,155,000 — 8,155,000 Fiscal 2026 6,757,000 — 6,757,000 Fiscal 2027 4,715,000 — 4,715,000 Thereafter 24,218,000 — 24,218,000 Total future undiscounted cash flows 62,596,000 6,000 62,602,000 Less: Present value discount 9,488,000 1,000 9,489,000 Lease liabilities $ 53,108,000 $ 5,000 $ 53,113,000 Weighted-average remaining lease terms (in years) 8.77 0.57 Weighted-average discount rate 3.43 % 6.59 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income before provision for income taxes | (Loss) income before (benefit from) provision for income taxes consists of the following: Fiscal Years Ended July 31, 2022 2021 2020 U.S. $ (31,772,000) (73,153,000) 7,226,000 Foreign (5,303,000) (1,827,000) 2,084,000 $ (37,075,000) (74,980,000) 9,310,000 |
Provision for income taxes | The (benefit from) provision for income taxes included in the accompanying Consolidated Statements of Operations consists of the following: Fiscal Years Ended July 31, 2022 2021 2020 Federal – current $ 287,000 608,000 1,053,000 Federal – deferred (4,888,000) (877,000) 721,000 State and local – current 348,000 466,000 1,137,000 State and local – deferred (442,000) (598,000) (1,312,000) Foreign – current 1,197,000 688,000 298,000 Foreign – deferred (525,000) (1,787,000) 393,000 (Benefit from) provision for income taxes $ (4,023,000) (1,500,000) 2,290,000 |
Provision for income taxes differed from amounts computed by applying the U.S. Federal income tax rate | The (benefit from) provision for income taxes differed from the amounts computed by applying the U.S. Federal income tax rate as a result of the following: Fiscal Years Ended July 31, 2022 2021 2020 Amount Rate Amount Rate Amount Rate Computed "expected" tax expense (benefit) $ (7,786,000) 21.0 % (15,746,000) 21.0 % 1,955,000 21.0 % Increase (reduction) in income taxes resulting from: State and local income taxes, net of federal benefit 227,000 (0.6) (1,371,000) 1.8 (278,000) (3.0) Stock-based compensation 1,049,000 (2.8) (20,000) — 308,000 3.3 Research and experimentation credits (1,484,000) 4.0 (1,018,000) 1.4 (1,210,000) (13.0) Foreign-derived intangible income deduction — — 164,000 (0.2) (162,000) (1.7) Revaluation of convertible preferred stock option liability (211,000) 0.6 — — — — Nondeductible transaction costs — — 402,000 (0.5) 301,000 3.2 Nondeductible executive compensation 2,801,000 (7.6) 628,000 (0.8) 595,000 6.4 Fines and penalties (1,000) — — — 189,000 2.0 Audit settlements 18,000 — 6,000 — 1,000 — Change in the beginning of the year valuation allowance for deferred tax assets — — (805,000) 1.1 — — Change in valuation allowance 2,009,000 (5.4) 15,582,000 (20.8) — — Remeasurement of (396,000) 1.1 (224,000) 0.3 (135,000) (1.5) Foreign income taxes (478,000) 1.3 676,000 (0.9) 453,000 4.9 Other, net 229,000 (0.7) 226,000 (0.4) 273,000 3.0 (Benefit from) provision for income taxes $ (4,023,000) 10.9 % (1,500,000) 2.0 % 2,290,000 24.6 % |
Tax effects of temporary differences | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at July 31, 2022 and 2021 are presented below: 2022 2021 Deferred tax assets: Inventory and warranty reserves $ 5,970,000 6,774,000 Compensation and commissions 4,376,000 4,338,000 Federal, state and foreign research and experimentation credits 19,476,000 19,324,000 Stock-based compensation 3,950,000 4,979,000 Foreign scientific research and experimental development expenditures 1,890,000 1,496,000 Federal, state and foreign net operating losses 14,481,000 5,413,000 Federal and state capital losses 15,582,000 15,582,000 Lease liabilities 12,595,000 10,980,000 Other 5,919,000 4,550,000 Less: valuation allowance (31,227,000) (28,384,000) Total deferred tax assets 53,012,000 45,052,000 Deferred tax liabilities: Plant and equipment (3,489,000) (1,146,000) Lease right-of-use assets (11,801,000) (10,085,000) Intangibles (52,681,000) (54,635,000) Total deferred tax liabilities (67,971,000) (65,866,000) Net deferred tax liabilities $ (14,959,000) (20,814,000) |
Summary of unrecognized tax benefits | The following table summarizes the activity related to our unrecognized tax benefits for fiscal years 2022, 2021 and 2020 (excluding interest): 2022 2021 2020 Balance at beginning of period $ 9,009,000 8,270,000 7,203,000 Increase related to current period 598,000 528,000 684,000 Increase related to prior periods 153,000 338,000 464,000 Expiration of statute of limitations (83,000) (48,000) (73,000) Decrease related to prior periods (2,000) (79,000) (8,000) Balance at end of period $ 9,675,000 9,009,000 8,270,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock-based awards outstanding by award type | As of July 31, 2022, the following stock-based awards, by award type, were outstanding: July 31, 2022 Stock options 483,480 Performance shares 333,987 RSUs, restricted stock and share units 776,763 Total 1,594,230 |
Stock-based compensation for awards detailing where recorded in Consolidated Statement of Operations | Stock-based compensation for awards issued is reflected in the following line items in our Consolidated Statements of Operations: Fiscal Years Ended July 31, 2022 2021 2020 Cost of sales $ 692,000 929,000 823,000 Selling, general and administrative expenses 6,312,000 8,091,000 7,527,000 Research and development expenses 763,000 963,000 925,000 Stock-based compensation expense 7,767,000 9,983,000 9,275,000 CEO transition costs related to equity-classified stock-based 7,388,000 — — Total stock-based compensation expense before income tax benefit 15,155,000 9,983,000 9,275,000 Estimated income tax benefit (2,260,000) (2,164,000) (2,042,000) Net stock-based compensation expense $ 12,895,000 7,819,000 7,233,000 |
Summary of stock-based compensation expense by award type | Stock-based compensation expense, by award type, is summarized as follows: Fiscal Years Ended July 31, 2022 2021 2020 Stock options $ 519,000 370,000 442,000 Performance shares 1,136,000 1,345,000 1,491,000 RSUs, restricted stock and share units 5,912,000 8,060,000 7,120,000 ESPP 200,000 208,000 222,000 Stock based compensation expense 7,767,000 9,983,000 9,275,000 CEO transition costs related to equity-classified stock-based 7,388,000 — — Total stock-based compensation expense before income tax benefit 15,155,000 9,983,000 9,275,000 Estimated income tax benefit (2,260,000) (2,164,000) (2,042,000) Net stock-based compensation expense $ 12,895,000 7,819,000 7,233,000 |
Summary of the Plan's activity relating to stock options | The following table summarizes the Plan's activity: Awards Weighted Average Weighted Average Aggregate Outstanding at July 31, 2019 1,555,555 $ 28.72 Granted 327,100 17.88 Expired/canceled (174,840) 29.06 Exercised (285,790) 28.82 Outstanding at July 31, 2020 1,422,025 26.17 Expired/canceled (348,590) 27.44 Outstanding at July 31, 2021 1,073,435 25.76 Expired/canceled (588,735) 26.86 Exercised (1,220) 17.88 Outstanding at July 31, 2022 483,480 $ 24.43 4.39 $ — Exercisable at July 31, 2022 395,460 $ 25.88 3.63 $ — Vested and expected to vest at July 31, 2022 476,692 $ 24.52 4.34 $ — |
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 Weighted Average Aggregate Intrinsic Value Outstanding at July 31, 2019 954,676 $ 22.40 Granted 560,361 19.93 Settled (431,581) 22.02 Canceled/Forfeited (83,882) 22.84 Outstanding at July 31, 2020 999,574 21.15 Granted 644,272 19.06 Settled (455,564) 17.09 Canceled/Forfeited (119,912) 18.42 Outstanding at July 31, 2021 1,068,370 21.93 Granted 797,771 18.77 Settled (641,747) 22.83 Canceled/Forfeited (113,644) 22.78 Outstanding at July 31, 2022 1,110,750 $ 19.05 $ 12,907,000 Vested at July 31, 2022 505,187 $ 15.36 $ 5,870,000 Vested and expected to vest at July 31, 2022 1,077,958 $ 18.93 $ 12,526,000 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment reconciliation | Operating segment information, along with a reconciliation of segment net income (loss) and consolidated net income to Adjusted EBITDA is presented in the tables below: Fiscal Year Ended July 31, 2022 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 279,678,000 206,561,000 — $ 486,239,000 Operating (loss) income $ (5,671,000) 18,925,000 (47,006,000) $ (33,752,000) Net (loss) income $ (3,852,000) 18,796,000 (47,996,000) $ (33,052,000) (Benefit from) provision for income taxes (1,120,000) 19,000 (2,922,000) (4,023,000) Interest (income) and other (797,000) 110,000 (16,000) (703,000) Change in fair value of convertible — — (1,005,000) (1,005,000) Interest expense 98,000 — 4,933,000 5,031,000 Amortization of stock-based — — 7,767,000 7,767,000 Amortization of intangibles 7,312,000 14,084,000 — 21,396,000 Depreciation 4,049,000 6,069,000 196,000 10,314,000 Amortization of cost to fulfill assets 469,000 — — 469,000 CEO transition costs — — 13,554,000 13,554,000 Proxy solicitation costs — — 11,248,000 11,248,000 Restructuring costs 5,666,000 — 299,000 5,965,000 COVID-19 related costs 1,105,000 — — 1,105,000 Strategic emerging technology costs 1,197,000 — — 1,197,000 Adjusted EBITDA $ 14,127,000 39,078,000 (13,942,000) $ 39,263,000 Purchases of property, plant and equipment $ 8,915,000 10,704,000 — $ 19,619,000 Total assets at July 31, 2022 $ 487,235,000 461,443,000 25,619,000 $ 974,297,000 Fiscal Year Ended July 31, 2021 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 374,850,000 206,845,000 — $ 581,695,000 Operating income (loss) $ 24,281,000 25,185,000 (117,764,000) $ (68,298,000) Net income (loss) $ 24,357,000 24,396,000 (122,233,000) $ (73,480,000) (Benefit from) provision for income taxes (377,000) 795,000 (1,918,000) (1,500,000) Interest (income) and other 235,000 (6,000) (368,000) (139,000) Interest expense 66,000 — 6,755,000 6,821,000 Amortization of stock-based — — 9,983,000 9,983,000 Amortization of intangibles 5,695,000 15,325,000 — 21,020,000 Depreciation 3,721,000 5,316,000 342,000 9,379,000 Acquisition plan expenses — (1,052,000) 101,344,000 100,292,000 Restructuring costs 2,782,000 — — 2,782,000 COVID-19 related costs 1,046,000 — — 1,046,000 Strategic emerging technology costs 315,000 — — 315,000 Adjusted EBITDA $ 37,840,000 44,774,000 (6,095,000) $ 76,519,000 Purchases of property, plant and equipment $ 8,456,000 7,498,000 83,000 $ 16,037,000 Long-lived assets acquired in connection $ 47,958,000 — — $ 47,958,000 Total assets at July 31, 2021 $ 507,981,000 462,877,000 22,253,000 $ 993,111,000 Fiscal Year Ended July 31, 2020 Satellite and Space Communications Terrestrial and Wireless Networks Unallocated Total Net sales $ 411,073,000 205,642,000 — $ 616,715,000 Operating income (loss) $ 25,492,000 29,316,000 (39,634,000) $ 15,174,000 Net income (loss) $ 25,714,000 28,932,000 (47,626,000) $ 7,020,000 (Benefit from) provision for income taxes (29,000) 339,000 1,980,000 2,290,000 Interest (income) and other (218,000) 18,000 10,000 (190,000) Interest expense 25,000 27,000 6,002,000 6,054,000 Amortization of stock-based — — 9,275,000 9,275,000 Amortization of intangibles 5,133,000 16,462,000 — 21,595,000 Depreciation 3,854,000 5,939,000 768,000 10,561,000 Estimated contract settlement costs 476,000 (32,000) — 444,000 Acquisition plan expenses 751,000 — 20,003,000 20,754,000 Adjusted EBITDA $ 35,706,000 51,685,000 (9,588,000) $ 77,803,000 Purchases of property, plant and equipment $ 3,801,000 3,097,000 327,000 $ 7,225,000 Long-lived assets acquired in connection $ 32,391,000 6,060,000 — $ 38,451,000 Total assets at July 31, 2020 $ 412,704,000 467,312,000 49,631,000 $ 929,647,000 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Goodwill [Abstract] | |
Schedule of goodwill by segment | The following table represents goodwill by reportable operating segment, including the changes in the net carrying value of goodwill as of July 31, 2022: Satellite and Space Communications Terrestrial and Wireless Networks Total Balance as of July 31, 2021 $ 173,608,000 174,090,000 $ 347,698,000 UHP acquisition (6,000) — (6,000) Balance as of July 31, 2022 $ 173,602,000 174,090,000 $ 347,692,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible assets with finite lives | Intangible assets with finite lives as of July 31, 2022 and 2021 are as follows: July 31, 2022 Weighted Average Gross Carrying Accumulated Net Carrying Customer relationships 20.2 $ 302,058,000 107,500,000 $ 194,558,000 Technologies 14.8 114,949,000 75,798,000 39,151,000 Trademarks and other 16.7 32,926,000 19,332,000 13,594,000 Total $ 449,933,000 202,630,000 $ 247,303,000 July 31, 2021 Weighted Average Gross Carrying Accumulated Net Carrying Customer relationships 20.2 $ 302,058,000 93,215,000 $ 208,843,000 Technologies 14.8 114,949,000 70,924,000 44,025,000 Trademarks and other 16.7 32,926,000 17,095,000 15,831,000 Total $ 449,933,000 181,234,000 $ 268,699,000 |
Estimated amortization expense | The estimated amortization expense consists of the following for the fiscal years ending July 31: 2023 $ 21,556,000 2024 21,154,000 2025 21,039,000 2026 19,888,000 2027 18,534,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting and Reporting Policies - Nature of Business (Details) - 12 months ended Jul. 31, 2022 | operating_segment | segment |
Accounting Policies [Abstract] | ||
Number of reportable segments | 2 | 2 |
Summary of Significant Accoun_5
Summary of Significant Accounting and Reporting Policies (Revenue Recognition, Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net sales | $ 486,239,000 | $ 581,695,000 | $ 616,715,000 |
Revenue recognized, included in contract liabilities in prior period | 51,762,000 | 34,545,000 | |
International | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net sales | $ 121,392,000 | $ 138,943,000 | $ 145,107,000 |
Customer Concentration Risk | Net sales | Verizon Communications Inc. | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk, percentage | 11.10% | 10.70% | |
Geographic Concentration Risk | Net sales | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk, percentage | 100% | 100% | 100% |
Geographic Concentration Risk | Net sales | International | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk, percentage | 25% | 23.90% | 23.50% |
Net sales | $ 121,392,000 | $ 138,943,000 | $ 145,107,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting and Reporting Policies (Sales by Geography and Customer Type (Details) - Net sales - Geographic Concentration Risk | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100% | 100% | 100% |
U.S. government | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 27.20% | 34.60% | 36.20% |
Domestic | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 47.80% | 41.50% | 40.30% |
Total United States | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 75% | 76.10% | 76.50% |
International | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 25% | 23.90% | 23.50% |
Summary of Significant Accoun_7
Summary of Significant Accounting and Reporting Policies (Disaggregation of Revenue) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 486,239,000 | $ 581,695,000 | $ 616,715,000 |
Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 188,685,000 | 236,394,000 | 278,966,000 |
Over time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 297,554,000 | 345,301,000 | 337,749,000 |
Firm fixed-price | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 456,058,000 | 498,888,000 | 528,092,000 |
Cost reimbursable | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 30,181,000 | 82,807,000 | 88,623,000 |
U.S. government | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 132,597,000 | 201,081,000 | 223,363,000 |
Domestic | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 232,250,000 | 241,671,000 | 248,245,000 |
Total United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 364,847,000 | 442,752,000 | 471,608,000 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 121,392,000 | 138,943,000 | 145,107,000 |
Satellite and Space Communications | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 279,678,000 | 374,851,000 | 411,073,000 |
Satellite and Space Communications | Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 186,052,000 | 234,690,000 | 274,614,000 |
Satellite and Space Communications | Over time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 93,626,000 | 140,161,000 | 136,459,000 |
Satellite and Space Communications | Firm fixed-price | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 249,497,000 | 292,044,000 | 322,450,000 |
Satellite and Space Communications | Cost reimbursable | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 30,181,000 | 82,807,000 | 88,623,000 |
Satellite and Space Communications | U.S. government | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 127,536,000 | 198,157,000 | 220,824,000 |
Satellite and Space Communications | Domestic | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 50,274,000 | 57,246,000 | 62,607,000 |
Satellite and Space Communications | Total United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 177,810,000 | 255,403,000 | 283,431,000 |
Satellite and Space Communications | International | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 101,868,000 | 119,448,000 | 127,642,000 |
Terrestrial and Wireless Networks | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 206,561,000 | 206,844,000 | 205,642,000 |
Terrestrial and Wireless Networks | Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,633,000 | 1,704,000 | 4,352,000 |
Terrestrial and Wireless Networks | Over time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 203,928,000 | 205,140,000 | 201,290,000 |
Terrestrial and Wireless Networks | Firm fixed-price | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 206,561,000 | 206,844,000 | 205,642,000 |
Terrestrial and Wireless Networks | Cost reimbursable | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Terrestrial and Wireless Networks | U.S. government | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 5,061,000 | 2,924,000 | 2,539,000 |
Terrestrial and Wireless Networks | Domestic | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 181,976,000 | 184,425,000 | 185,638,000 |
Terrestrial and Wireless Networks | Total United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 187,037,000 | 187,349,000 | 188,177,000 |
Terrestrial and Wireless Networks | International | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 19,524,000 | $ 19,495,000 | $ 17,465,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting and Reporting Policies (Remaining Performance Obligations) (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-01 | Jul. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, amount | $ 618,138,000 |
Remaining performance obligations, period | 24 months |
Summary of Significant Accoun_9
Summary of Significant Accounting and Reporting Policies (Cash and Cash Equivalents) (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 21,654,000 | $ 30,861,000 |
Summary of Significant Accou_10
Summary of Significant Accounting and Reporting Policies (Long-Lived Assets) (Details) | 12 Months Ended |
Jul. 31, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 8 years |
Summary of Significant Accou_11
Summary of Significant Accounting and Reporting Policies (Earnings Per Share) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Accounting Policies [Abstract] | |||
Reduction in weighted average shares as a result of the repurchase of common shares (in shares) | 0 | 0 | 0 |
Weighted average performance shares outstanding during the period that are excluded from EPS calculation | 293,000 | 232,000 | 201,000 |
Numerator: | |||
Net (loss) income | $ (33,052,000) | $ (73,480,000) | $ 7,020,000 |
Convertible preferred stock issuance costs | (4,007,000) | 0 | 0 |
Establishment of initial convertible preferred stock purchase option liability | (1,005,000) | 0 | 0 |
Dividend on convertible preferred stock | (5,204,000) | 0 | 0 |
Numerator for diluted calculation | $ (43,268,000) | $ (73,480,000) | $ 7,020,000 |
Denominator: | |||
Denominator for basic calculation (in shares) | 26,506,000 | 25,685,000 | 24,798,000 |
Effect of dilutive securities: | |||
Stock-based awards (in shares) | 0 | 0 | 101,000 |
Denominator for diluted calculation (in shares) | 26,506,000 | 25,685,000 | 24,899,000 |
Stock-based Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive equity-classified stock-based awards not included in calculation of diluted earnings per share (in shares) | 1,656,000 | 1,440,000 | 1,348,000 |
Common shares related to business acquisition | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive equity-classified stock-based awards not included in calculation of diluted earnings per share (in shares) | 591,000 | 82,000 | |
Common shares related to conversion of convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive equity-classified stock-based awards not included in calculation of diluted earnings per share (in shares) | 3,342,000 |
Summary of Significant Accou_12
Summary of Significant Accounting and Reporting Policies (Adoption of New Accounting Pronouncements) (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Allowance for doubtful acconts | $ 2,337,000 | $ 1,648,000 |
Acquisitions (UHP Networks, Inc
Acquisitions (UHP Networks, Inc.) (Details) - UHP - USD ($) | Jul. 12, 2022 | Jul. 31, 2021 | Mar. 02, 2021 | Jul. 31, 2022 | Jul. 31, 2020 |
Business Acquisition [Line Items] | |||||
Aggregate purchase price | $ 37,470,000 | $ 37,470,000 | |||
Initial upfront payment | 23,979,000 | ||||
Cash payment | 87,000 | ||||
Hold back amount | 4,991,000 | ||||
Earn-out payment | 9,000,000 | ||||
Contingent earn-out consideration | $ 8,500,000 | $ 8,500,000 | $ 0 | $ 0 | |
Aggregate purchase price - settled with issuance of common stock (in shares) | 961,302 | 1,026,567 | |||
Weighted average stock price (in dollars per share) | $ 9.36 | $ 28.14 | |||
Amount of common stock in escrow (in shares) | 192,260 | 132,005 |
Acquisitions (Fair Value of Ass
Acquisitions (Fair Value of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Jul. 31, 2021 | Mar. 02, 2021 | Jul. 31, 2022 | Jul. 31, 2020 |
Allocation of aggregate purchase price: | ||||
Goodwill | $ 347,698,000 | $ 347,692,000 | ||
UHP | ||||
Business Acquisition [Line Items] | ||||
Initial upfront payment | $ 23,979,000 | |||
Hold back amount | 4,991,000 | |||
Contingent earn-out consideration | 8,500,000 | 8,500,000 | $ 0 | $ 0 |
Aggregate purchase price | $ 37,470,000 | 37,470,000 | ||
Allocation of aggregate purchase price: | ||||
Cash and cash equivalents | 1,391,000 | |||
Current assets | 1,367,000 | |||
Property, plant and equipment | 10,000 | |||
Deferred tax assets | 310,000 | |||
Contract liabilities | (648,000) | |||
Accrued warranty obligations | (750,000) | |||
Other current liabilities | (1,175,000) | |||
Non-current liabilities | (160,000) | |||
Net tangible assets at fair value | 345,000 | |||
Deferred tax liabilities | (8,374,000) | |||
Goodwill | 13,899,000 | |||
Allocation of aggregate purchase price | 37,470,000 | |||
UHP | Technology | ||||
Allocation of aggregate purchase price: | ||||
Identifiable intangible assets | $ 15,300,000 | |||
Estimated Useful Lives | 15 years | |||
UHP | Customer relationships | ||||
Allocation of aggregate purchase price: | ||||
Identifiable intangible assets | $ 15,500,000 | |||
Estimated Useful Lives | 15 years | |||
UHP | Trade name | ||||
Allocation of aggregate purchase price: | ||||
Identifiable intangible assets | $ 800,000 | |||
Estimated Useful Lives | 20 years |
Acquisitions (Acquisition Plan
Acquisitions (Acquisition Plan Expenses) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Business Acquisition [Line Items] | |||
Acquisition plan expenses | $ 0 | $ 100,292,000 | $ 20,754,000 |
Incremental interest expense on financing commitment letter | 1,178,000 | ||
Gilat | |||
Business Acquisition [Line Items] | |||
Payments of acquisition expenses | 70,000,000 | ||
Gilat | |||
Business Acquisition [Line Items] | |||
Acquisition plan expenses | $ 88,343,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Statement [Line Items] | ||
Total accounts receivable | $ 126,048,000 | $ 159,758,000 |
Less: Allowance for doubtful accounts | 2,337,000 | 1,648,000 |
Accounts receivable, net | $ 123,711,000 | $ 158,110,000 |
U.S. Government and Its Agencies | Accounts Receivable | Customer Concentration Risk | ||
Statement [Line Items] | ||
Concentration risk, percentage | 20.90% | 23% |
AT&T, Inc. | Accounts Receivable | Customer Concentration Risk | ||
Statement [Line Items] | ||
Concentration risk, percentage | 12.70% | |
Verizon Communications Inc. | Accounts Receivable | Customer Concentration Risk | ||
Statement [Line Items] | ||
Concentration risk, percentage | 13.40% | 12.10% |
Billed Receivables | Commercial and International Customers | ||
Statement [Line Items] | ||
Total accounts receivable | $ 59,922,000 | $ 86,890,000 |
Billed Receivables | U.S. Government and Its Agencies | ||
Statement [Line Items] | ||
Total accounts receivable | 24,776,000 | 33,381,000 |
Unbilled Receivables | Commercial and International Customers | ||
Statement [Line Items] | ||
Total accounts receivable | 39,826,000 | 36,131,000 |
Unbilled Receivables | U.S. Government and Its Agencies | ||
Statement [Line Items] | ||
Total accounts receivable | $ 1,524,000 | $ 3,356,000 |
Inventories (Details)
Inventories (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 78,478,000 | $ 62,249,000 |
Work-in-process and finished goods | 40,960,000 | 38,338,000 |
Total inventories | 119,438,000 | 100,587,000 |
Less reserve for excess and obsolete inventories | 23,121,000 | 20,229,000 |
Inventories, net | 96,317,000 | 80,358,000 |
Inventory directly related to long-term contracts | 4,100,000 | 7,028,000 |
Inventory related to contracts from third party commercial customers who outsource their manufacturing to us | $ 1,866,000 | $ 1,509,000 |
Property Plant and Equipment (D
Property Plant and Equipment (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 201,195,000 | $ 186,326,000 | |
Less accumulated depreciation and amortization | 150,832,000 | 151,040,000 | |
Property, plant and equipment, net | 50,363,000 | 35,286,000 | |
Depreciation and amortization | 10,303,000 | 9,343,000 | $ 10,386,000 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 186,935,000 | 170,600,000 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 14,260,000 | $ 15,726,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 |
Accrued Liabilities, Current [Abstract] | |||
Accrued wages and benefits | $ 25,675,000 | $ 26,367,000 | |
Accrued warranty obligations | 9,420,000 | 17,600,000 | $ 15,200,000 |
Accrued contract costs | 15,921,000 | 12,750,000 | |
Accrued acquisition-related costs | 0 | 9,222,000 | |
Accrued commissions and royalties | 5,697,000 | 5,342,000 | |
Accrued legal costs | 2,514,000 | 2,854,000 | |
Other | 13,435,000 | 15,466,000 | |
Accrued expenses and other current liabilities | $ 72,662,000 | $ 89,601,000 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Minimum coverage period of product warranty from the date of shipment | 1 year | |
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued acquisition-related costs | $ 0 | $ 9,222,000 |
UHP | ||
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued acquisition-related costs | $ 8,705,000 |
Accrued Expenses and Other Cu_5
Accrued Expenses and Other Current Liabilities (Product Warranty Rollforward) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Changes in Product Warranty Liability | ||
Balance at beginning of year | $ 17,600,000 | $ 15,200,000 |
(Benefit from) provision for warranty obligations | (1,255,000) | 4,360,000 |
Adjustments for changes in estimates | (2,500,000) | 0 |
Charges incurred | (4,425,000) | (2,710,000) |
Additions (in connection with acquisitions) | 0 | 750,000 |
Balance at end of year | $ 9,420,000 | $ 17,600,000 |
Credit Facility (Details)
Credit Facility (Details) - Credit Facility | 12 Months Ended | |||
Oct. 31, 2018 | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | Jul. 31, 2020 USD ($) | |
Line of Credit Facility [Line Items] | ||||
Accordion feature | $ 250,000,000 | |||
Triggering event debt issuance amount | $ 5,000,000 | |||
Triggering event period | 91 days | |||
Credit facility amount outstanding | $ 130,000,000 | |||
Outstanding standby letters of credit at period end | 558,000 | |||
Outstanding balance during period, minimum | 100,000,000 | |||
Outstanding balance during period, maximum | 212,000,000 | |||
Capitalized deferred financing costs | 1,014,000 | |||
Interest expense related to credit facility | $ 4,933,000 | $ 5,628,000 | $ 5,905,000 | |
Weighted average interest rate | 3.41% | 2.84% | 3.87% | |
Maximum Secured Leverage Ratio | 3.75 | 3.75 | ||
Maximum Total Leverage Ratio | 4.50 | |||
Minimum Interest Expense Coverage Ratio | 3.25 | 3.25 | ||
Actual Secured Leverage Ratio | 3.50 | |||
Actual Interest Expense Coverage Ratio | 8.81 | |||
Adjusted LIBO Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Federal Funds Effective Swap Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Secured Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 550,000,000 | |||
Revolving Loan Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 300,000,000 | |||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 35,000,000 | |||
Swingline Loan | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 |
Leases (Lease Cost and Addition
Leases (Lease Cost and Additional Information) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Leases [Abstract] | |||
Amortization of ROU assets | $ 13,000 | $ 36,000 | $ 175,000 |
Interest on lease liabilities | 1,000 | 3,000 | 4,000 |
Operating lease expense | 11,658,000 | 12,152,000 | 10,728,000 |
Short-term lease expense | 402,000 | 819,000 | 3,045,000 |
Variable lease expense | 4,619,000 | 4,523,000 | 4,033,000 |
Sublease income | (67,000) | (67,000) | (22,000) |
Total lease expense | 16,626,000 | 17,466,000 | 17,963,000 |
Operating leases - Operating cash outflows | 11,864,000 | 10,868,000 | 11,437,000 |
Finance leases - Operating cash outflows | 1,000 | 3,000 | 4,000 |
Finance leases - Financing cash outflows | 15,000 | 38,000 | 322,000 |
ROU assets obtained in the exchange for lease liabilities (non-cash): operating leases | $ 15,233,000 | $ 24,987,000 | $ 3,561,000 |
Leases (Lease Liabilities) (Det
Leases (Lease Liabilities) (Details) | Jul. 31, 2022 USD ($) |
Operating | |
Fiscal 2023 | $ 9,953,000 |
Fiscal 2024 | 8,798,000 |
Fiscal 2025 | 8,155,000 |
Fiscal 2026 | 6,757,000 |
Fiscal 2027 | 4,715,000 |
Thereafter | 24,218,000 |
Total future undiscounted cash flows | 62,596,000 |
Less: Present value discount | 9,488,000 |
Lease liabilities | $ 53,108,000 |
Weighted-average remaining lease terms (in years) | 8 years 9 months 7 days |
Weighted-average discount rate | 3.43% |
Finance | |
Fiscal 2023 | $ 6,000 |
Fiscal 2024 | 0 |
Fiscal 2025 | 0 |
Fiscal 2026 | 0 |
Fiscal 2027 | 0 |
Thereafter | 0 |
Total future undiscounted cash flows | 6,000 |
Less: Present value discount | 1,000 |
Lease liabilities | $ 5,000 |
Weighted-average remaining lease terms (in years) | 6 months 25 days |
Weighted-average discount rate | 6.59% |
Total | |
Fiscal 2023 | $ 9,959,000 |
Fiscal 2024 | 8,798,000 |
Fiscal 2025 | 8,155,000 |
Fiscal 2026 | 6,757,000 |
Fiscal 2027 | 4,715,000 |
Thereafter | 24,218,000 |
Total future undiscounted cash flows | 62,602,000 |
Less: Present value discount | 9,489,000 |
Lease liabilities | $ 53,113,000 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Annual rent | $ 9,953,000 | |
Executive Chairman | ||
Lessee, Lease, Description [Line Items] | ||
Annual rent | 685,000 | |
Melville, New York | Executive Chairman | ||
Lessee, Lease, Description [Line Items] | ||
Related party lease payments made | $ 675,000 | $ 660,000 |
Income Taxes (Income Before Pro
Income Taxes (Income Before Provision for Income Taxes) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (31,772,000) | $ (73,153,000) | $ 7,226,000 |
Foreign | (5,303,000) | (1,827,000) | 2,084,000 |
(Loss) income before (benefit from) provision for income taxes | $ (37,075,000) | $ (74,980,000) | $ 9,310,000 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal - current | $ 287,000 | $ 608,000 | $ 1,053,000 |
Federal - deferred | (4,888,000) | (877,000) | 721,000 |
State and local - current | 348,000 | 466,000 | 1,137,000 |
State and local - deferred | (442,000) | (598,000) | (1,312,000) |
Foreign - current | 1,197,000 | 688,000 | 298,000 |
Foreign - deferred | (525,000) | (1,787,000) | 393,000 |
(Benefit from) provision for income taxes | $ (4,023,000) | $ (1,500,000) | $ 2,290,000 |
Income Taxes (Provision for I_2
Income Taxes (Provision for Income Taxes Differed from Amounts Computed by the U.S. Federal Income Tax Rate) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Amount | |||
Computed "expected" tax expense (benefit) | $ (7,786,000) | $ (15,746,000) | $ 1,955,000 |
State and local income taxes, net of federal benefit | 227,000 | (1,371,000) | (278,000) |
Stock-based compensation | 1,049,000 | (20,000) | 308,000 |
Research and experimentation credits | (1,484,000) | (1,018,000) | (1,210,000) |
Foreign-derived intangible income deduction | 0 | 164,000 | (162,000) |
Revaluation of convertible preferred stock option liability | (211,000) | 0 | 0 |
Nondeductible transaction costs | 0 | 402,000 | 301,000 |
Nondeductible executive compensation | 2,801,000 | 628,000 | 595,000 |
Fines and penalties | (1,000) | 0 | 189,000 |
Audit settlements | 18,000 | 6,000 | 1,000 |
Change in the beginning of the year valuation allowance for deferred tax assets | 0 | (805,000) | 0 |
Change in valuation allowance | 2,009,000 | 15,582,000 | 0 |
Remeasurement of deferred taxes | (396,000) | (224,000) | (135,000) |
Foreign income taxes | (478,000) | 676,000 | 453,000 |
Other, net | 229,000 | 226,000 | 273,000 |
(Benefit from) provision for income taxes | $ (4,023,000) | $ (1,500,000) | $ 2,290,000 |
Rate | |||
Computed "expected" tax expense (benefit) | 21% | 21% | 21% |
State and local income taxes, net of federal benefit | (0.60%) | 1.80% | (3.00%) |
Stock-based compensation | (2.80%) | 0% | 3.30% |
Research and experimentation credits | 4% | 1.40% | (13.00%) |
Foreign-derived intangible income deduction | 0% | (0.20%) | (1.70%) |
Revaluation of convertible preferred stock option liability | 0.60% | 0% | 0% |
Nondeductible transaction costs | 0% | (0.50%) | 3.20% |
Nondeductible executive compensation | (7.60%) | (0.80%) | 6.40% |
Fines and penalties | 0% | 0% | 2% |
Audit settlements | 0% | 0% | 0% |
Change in the beginning of the year valuation allowance for deferred tax assets | 0% | 1.10% | 0% |
Change in valuation allowance | (5.40%) | (20.80%) | 0% |
Remeasurement of deferred taxes | 1.10% | 0.30% | (1.50%) |
Foreign income taxes | 1.30% | (0.90%) | 4.90% |
Other, net | (0.70%) | (0.40%) | 3% |
(Benefit from) provision for income taxes | 10.90% | 2% | 24.60% |
Income Taxes (Tax Effects of Te
Income Taxes (Tax Effects of Temporary Differences) (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Deferred tax assets: | ||
Inventory and warranty reserves | $ 5,970,000 | $ 6,774,000 |
Compensation and commissions | 4,376,000 | 4,338,000 |
Federal, state and foreign research and experimentation credits | 19,476,000 | 19,324,000 |
Stock-based compensation | 3,950,000 | 4,979,000 |
Foreign scientific research and experimental development expenditures | 1,890,000 | 1,496,000 |
Federal, state and foreign net operating losses | 14,481,000 | 5,413,000 |
Federal and state capital losses | 15,582,000 | 15,582,000 |
Lease liabilities | 12,595,000 | 10,980,000 |
Other | 5,919,000 | 4,550,000 |
Less: valuation allowance | (31,227,000) | (28,384,000) |
Total deferred tax assets | 53,012,000 | 45,052,000 |
Deferred tax liabilities: | ||
Plant and equipment | (3,489,000) | (1,146,000) |
Lease right-of-use assets | (11,801,000) | (10,085,000) |
Intangibles | (52,681,000) | (54,635,000) |
Total deferred tax liabilities | (67,971,000) | (65,866,000) |
Net deferred tax liabilities | $ (14,959,000) | $ (20,814,000) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Net deferred tax liabilities | $ 14,959,000 | $ 20,814,000 |
Federal, state and foreign research and experimentation credits | 19,476,000 | 19,324,000 |
Capital loss carryforward | 15,582,000 | 15,582,000 |
Valuation allowance | 31,227,000 | 28,384,000 |
Minimum taxable income in the future to fully utilize net deferred tax assets | 228,700,000 | |
Unrecognized tax benefits, including interest | 10,008,000 | 9,172,000 |
Interest accrued relating to income taxes | 330,000 | 163,000 |
Unrecognized tax benefits that would positively impact our effective tax rate, if recognized | 9,034,000 | 8,408,000 |
Reasonably possible decrease in gross unrecognized tax benefits | 1,400,000 | |
Capital Loss | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | 15,582,000 | |
Non-current income taxes payable | ||
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits, including interest | 3,007,000 | 2,717,000 |
Non-current deferred tax assets | ||
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits, including interest | 7,001,000 | 6,455,000 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net deferred tax assets | 396,000 | $ 416,000 |
Federal, state and foreign research and experimentation credits | 371,000 | |
Operating loss carryforwards, valuation allowance | 2,700,000 | |
Foreign operating loss carryforwards | 5,973,000 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Federal, state and foreign research and experimentation credits | 10,571,000 | |
Federal net operating loss carryforward | 3,822,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Federal, state and foreign research and experimentation credits | 8,534,000 | |
State and local operating loss carryforwards | 4,685,000 | |
Operating loss carryforwards, valuation allowance | 3,393,000 | |
State | Research and experimentation credit carryforwards | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, valuation allowance | 7,828,000 | |
State | Other | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, valuation allowance | $ 1,724,000 |
Income Taxes (Summary of Unreco
Income Taxes (Summary of Unrecognized Tax Benefits) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Activity Related to Unrecognized Tax Benefits [Roll Forward] | |||
Balance at beginning of period | $ 9,009,000 | $ 8,270,000 | $ 7,203,000 |
Increase related to current period | 598,000 | 528,000 | 684,000 |
Increase related to prior periods | 153,000 | 338,000 | 464,000 |
Expiration of statute of limitations | (83,000) | (48,000) | (73,000) |
Decrease related to prior periods | (2,000) | (79,000) | (8,000) |
Balance at end of period | $ 9,675,000 | $ 9,009,000 | $ 8,270,000 |
Stock-Based Compensation (Overv
Stock-Based Compensation (Overview) (Details) - shares | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2019 | |
Stock-Based Awards Outstanding By Award Type (In Shares) | ||||
Number of stock-based awards outstanding at period end (in shares) | 483,480 | 1,073,435 | 1,422,025 | 1,555,555 |
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) | 10,962,500 | |||
Aggregate net number of stock-based awards granted (in shares) | 9,446,088 | |||
Aggregate number of stock based awards expired and canceled (in shares) | 5,419,028 | |||
Aggregate number of stock-based awards exercised (in shares) | 7,851,858 | |||
Stock-Based Awards Outstanding By Award Type (In Shares) | ||||
Number of total stock-based awards outstanding (in shares) | 1,594,230 | |||
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% | |||
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 (In Shares) | ||||
Number of stock-based awards outstanding at period end (in shares) | 483,480 | |||
2000 Stock Incentive Plan | Performance shares | ||||
Stock-Based Awards Outstanding By Award Type (In Shares) | ||||
Number of stock-based awards outstanding at period end (in shares) | 333,987 | |||
2000 Stock Incentive Plan | RSUs, restricted stock and share units | ||||
Stock-Based Awards Outstanding By Award Type (In Shares) | ||||
Number of stock-based awards outstanding at period end (in shares) | 776,763 | |||
2001 Employee Stock Purchase Plan | ESPP | ||||
2001 Employee Stock Purchase Plan | ||||
Total number of common shares reserved for issuance under employee stock purchase plan (in shares) | 1,050,000 | |||
Discount rate from market value, on purchase date, offered to employees participating in the Employee Stock Purchase Plan (ESPP) | 85% | |||
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) | 943,909 |
Stock-Based Compensation (Expen
Stock-Based Compensation (Expenses) (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 director | Jul. 31, 2022 USD ($) shares | Jul. 31, 2021 USD ($) shares | Jul. 31, 2020 USD ($) shares | Jul. 31, 2019 shares | |
Stock-based Compensation Expenses | |||||
Stock-based compensation expense (benefit) before income tax benefit | $ 7,767,000 | $ 9,983,000 | $ 9,275,000 | ||
CEO transition costs related to equity-classified stock-based awards | 7,388,000 | 0 | 0 | ||
Total stock-based compensation expense before income tax benefit | 15,155,000 | 9,983,000 | 9,275,000 | ||
Estimated income tax benefit | (2,260,000) | (2,164,000) | (2,042,000) | ||
Net stock-based compensation expense | 12,895,000 | 7,819,000 | $ 7,233,000 | ||
Total remaining unrecognized compensation cost related to the unvested stock-based awards | 8,538,000 | ||||
Estimated forfeitures related to unvested stock-based awards | $ 790,000 | ||||
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 | $ 48,000 | $ 48,000 | |||
Number of stock-based awards outstanding at period end (in shares) | shares | 483,480 | 1,073,435 | 1,422,025 | 1,555,555 | |
Stock-based compensation related to retirement of Board of Directors | $ 827,000 | ||||
Number of retired Board of Directors | director | 3 | ||||
Stock options | |||||
Stock-based Compensation Expenses | |||||
Stock-based compensation expense (benefit) before income tax benefit | 519,000 | $ 370,000 | $ 442,000 | ||
Performance shares | |||||
Stock-based Compensation Expenses | |||||
Stock-based compensation expense (benefit) before income tax benefit | 1,136,000 | 1,345,000 | 1,491,000 | ||
RSUs, restricted stock and share units | |||||
Stock-based Compensation Expenses | |||||
Stock-based compensation expense (benefit) before income tax benefit | 5,912,000 | 8,060,000 | 7,120,000 | ||
ESPP | |||||
Stock-based Compensation Expenses | |||||
Stock-based compensation expense (benefit) before income tax benefit | $ 200,000 | $ 208,000 | 222,000 | ||
Discount offered to employees participating in the ESPP as a percentage of market price | 15% | ||||
2000 Stock Incentive Plan | Stock appreciation rights (SARs) | |||||
Stock-based Compensation Expenses | |||||
Number of stock-based awards outstanding at period end (in shares) | shares | 0 | 0 | |||
2000 Stock Incentive Plan | Stock options | |||||
Stock-based Compensation Expenses | |||||
Number of stock-based awards outstanding at period end (in shares) | shares | 483,480 | ||||
Cost of sales | |||||
Stock-based Compensation Expenses | |||||
Stock-based compensation expense (benefit) before income tax benefit | $ 692,000 | $ 929,000 | 823,000 | ||
Selling, general and administrative expenses | |||||
Stock-based Compensation Expenses | |||||
Stock-based compensation expense (benefit) before income tax benefit | 6,312,000 | 8,091,000 | 7,527,000 | ||
Research and development expenses | |||||
Stock-based Compensation Expenses | |||||
Stock-based compensation expense (benefit) before income tax benefit | $ 763,000 | $ 963,000 | $ 925,000 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Awards (In Shares) | |||
Outstanding, Beginning Balance (in shares) | 1,073,435 | 1,422,025 | 1,555,555 |
Granted (in shares) | 0 | 0 | 327,100 |
Expired/canceled (in shares) | (588,735) | (348,590) | (174,840) |
Exercised (in shares) | (1,220) | (285,790) | |
Outstanding, Ending Balance (in shares) | 483,480 | 1,073,435 | 1,422,025 |
Exercisable, Ending Balance (in shares) | 395,460 | ||
Vested and Expected to Vest, Ending Balance (in shares) | 476,692 | ||
Weighted Average Exercise Price (Per Share) | |||
Outstanding, Beginning Balance (in dollars per share) | $ 25.76 | $ 26.17 | $ 28.72 |
Granted (in dollars per share) | 17.88 | ||
Expired/canceled (in dollars per share) | 26.86 | 27.44 | 29.06 |
Exercised (in dollars per share) | 17.88 | 28.82 | |
Outstanding, Ending Balance (in dollars per share) | 24.43 | $ 25.76 | $ 26.17 |
Exercisable, Ending Balance (in dollars per share) | 25.88 | ||
Vested and Expected to Vest, Ending Balance (in dollars per share) | $ 24.52 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Outstanding, Ending Balance | 4 years 4 months 20 days | ||
Exercisable, Ending Balance | 3 years 7 months 17 days | ||
Vested And Expected To Vest, Ending Balance | 4 years 4 months 2 days | ||
Aggregated Intrinsic Value | |||
Outstanding, Ending Balance | $ 0 | ||
Exercisable, Ending Balance | 0 | ||
Vested and Expected to Vest, Ending Balance | $ 0 | ||
Additional Disclosures | |||
Exercise price, lower range limit (in dollars per share) | $ 17.88 | ||
Exercise price, upper range limit (in dollars per share) | $ 33.94 | ||
Stock options | |||
Additional Disclosures | |||
Contractual term (in years) | 10 years | ||
Vesting period (in years) | 5 years | ||
Total intrinsic value relating to stock-based awards exercised during the period | $ 7,000 | $ 1,869,000 | |
Vested stock-based awards net settled upon exercise (in shares) | 1,220 | 269,090 | |
Common stock issued for net settlement of stock-based awards (in shares) | 220 | 27,994 | |
Weighted average grant-date fair value (in dollars per share) | $ 5.52 | ||
Expected dividend yield (as a percent) | 2.24% | ||
Expected volatility (as a percent) | 40.03% | ||
Risk-free interest rate (as a percent) | 0.54% | ||
Expected life | 6 years 6 months |
Stock-Based Compensation (Perfo
Stock-Based Compensation (Performance Shares, RSUs, Restricted Stock and Share Unit Awards) (Details) | 12 Months Ended | ||||
Jul. 28, 2022 shares | Jul. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2021 USD ($) $ / shares shares | Jul. 31, 2020 USD ($) $ / shares shares | Jul. 31, 2017 | |
Dividend Equivalents [Abstract] | |||||
Accrued during the period | $ | $ 389,000 | $ 380,000 | $ 294,000 | ||
Carrying value at period end | $ | 402,508,000 | 492,392,000 | |||
Income tax benefit (expense) from settlement of stock-based awards | $ | $ (924,000) | $ 142,000 | $ (224,000) | ||
Performance Shares, RSUs, Restricted Stock and Share Units | |||||
Awards (In Shares) | |||||
Outstanding, Beginning Balance (in shares) | 1,068,370 | 999,574 | 954,676 | ||
Granted (in shares) | 797,771 | 644,272 | 560,361 | ||
Settled (in shares) | (641,747) | (455,564) | (431,581) | ||
Canceled/Forfeited (in shares) | (113,644) | (119,912) | (83,882) | ||
Outstanding, Ending Balance (in shares) | 1,110,750 | 1,068,370 | 999,574 | ||
Vested, Ending Balance (in shares) | 505,187 | ||||
Vested and Expected to Vest, Ending Balance (in shares) | 1,077,958 | ||||
Weighted Average Grant Date Fair Value | |||||
Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 21.93 | $ 21.15 | $ 22.40 | ||
Granted (in dollars per share) | $ / shares | 18.77 | 19.06 | 19.93 | ||
Settled (in dollars per share) | $ / shares | 22.83 | 17.09 | 22.02 | ||
Canceled/Forfeited (in dollars per share) | $ / shares | 22.78 | 18.42 | 22.84 | ||
Outstanding, Ending Balance (in dollars per share) | $ / shares | 19.05 | $ 21.93 | $ 21.15 | ||
Vested, Ending Balance (in dollars per share) | $ / shares | 15.36 | ||||
Vested and Expected to Vest, Ending Balance (in dollars per share) | $ / shares | $ 18.93 | ||||
Aggregate Intrinsic Value | |||||
Outstanding, Ending Balance | $ | $ 12,907,000 | ||||
Vested, Ending Balance | $ | 5,870,000 | ||||
Vested and Expected to Vest, Ending Balance | $ | 12,526,000 | ||||
Additional Disclosures | |||||
Total intrinsic value relating to fully vested stock-based awards converted during the period | $ | $ 12,560,000 | $ 9,878,000 | $ 9,635,000 | ||
Performance shares | Employees | Granted since fiscal 2014 | |||||
Additional Disclosures | |||||
Performance period (in years) | 3 years | ||||
RSUs and Restricted Stock | Employees | Granted prior to August 12, 2022 | |||||
Additional Disclosures | |||||
Vesting period (in years) | 5 years | ||||
Common stock, conversion ratio (in shares) | 1 | ||||
RSUs and Restricted Stock | Employees | Granted after August 12, 2022 | |||||
Additional Disclosures | |||||
Vesting period (in years) | 3 years | ||||
RSUs and Restricted Stock | Non-Employee Director | Tranche One | |||||
Additional Disclosures | |||||
Vesting period (in years) | 1 month | ||||
RSUs and Restricted Stock | Non-Employee Director | Tranche Two | |||||
Additional Disclosures | |||||
Vesting period (in years) | 11 months | ||||
RSUs and Restricted Stock | Non-Employee Director | Granted prior to August 12, 2022 | |||||
Additional Disclosures | |||||
Vesting period (in years) | 5 years | ||||
Common stock, conversion ratio (in shares) | 1 | ||||
RSUs and Restricted Stock | Non-Employee Director | Granted after August 12, 2022 | |||||
Additional Disclosures | |||||
Vesting period (in years) | 1 year | ||||
Share units | |||||
Awards (In Shares) | |||||
Granted (in shares) | 286,000 | ||||
Additional Disclosures | |||||
Common stock, conversion ratio (in shares) | 1 | ||||
Conversion period of vested share units | 1 year | ||||
Granted units converted into common stock (in shares) | 221,052 | ||||
Number of shares issued as result of conversion | 131,782 | ||||
Number of units settled to date (in shares) | 1,184,851 | ||||
Dividend equivalents | |||||
Dividend Equivalents [Abstract] | |||||
Accrued during the period | $ | $ 389,000 | 380,000 | 294,000 | ||
Paid during the period | $ | 531,000 | 279,000 | $ 288,000 | ||
Carrying value at period end | $ | $ 742,000 | $ 884,000 |
Stock-Based Compensation (Subse
Stock-Based Compensation (Subsequent Events) (Details) | Oct. 31, 2022 USD ($) |
Forecast | |
Subsequent Event [Line Items] | |
Total unrecognized stock-based compensation, net of estimated forfeitures and assuming achievement of the pre-established performance goal at a target level, related to stock-based awards authorized for issuance. | $ 7,500,000 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended | |||||
Jul. 31, 2022 USD ($) ft² | Jul. 31, 2022 USD ($) ft² operating_segment | Jul. 31, 2022 USD ($) ft² segment | Jul. 31, 2022 USD ($) ft² productArea | Jul. 31, 2021 USD ($) | Jul. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | 2 | 2 | ||||
Segment Reporting Information, Profit (Loss) | ||||||
Net sales | $ 486,239,000 | $ 581,695,000 | $ 616,715,000 | |||
Operating (loss) income | (33,752,000) | (68,298,000) | 15,174,000 | |||
Net (loss) income | (33,052,000) | (73,480,000) | 7,020,000 | |||
(Benefit from) provision for income taxes | (4,023,000) | (1,500,000) | 2,290,000 | |||
Interest (income) and other | (703,000) | (139,000) | (190,000) | |||
Change in fair value of convertible preferred stock purchase option liability | (1,005,000) | 0 | 0 | |||
Interest expense | 5,031,000 | 6,821,000 | 6,054,000 | |||
Amortization of stock-based compensation | 7,767,000 | 9,983,000 | 9,275,000 | |||
Amortization of intangibles | 21,396,000 | 21,020,000 | 21,595,000 | |||
Depreciation | 10,314,000 | 9,379,000 | 10,561,000 | |||
Amortization of cost to fulfill assets | 469,000 | |||||
Estimated contract settlement costs | 444,000 | |||||
Acquisition plan expenses | 0 | 100,292,000 | 20,754,000 | |||
Restructuring costs | 5,965,000 | 2,782,000 | ||||
COVID-19 related costs | 1,105,000 | 1,046,000 | 0 | |||
Strategic emerging technology costs | 1,197,000 | 315,000 | ||||
Adjusted EBITDA | 39,263,000 | 76,519,000 | 77,803,000 | |||
Purchases of property, plant and equipment | 19,619,000 | 16,037,000 | 7,225,000 | |||
Long-lived assets acquired in connection with acquisitions | 47,958,000 | 38,451,000 | ||||
Total assets | 974,297,000 | $ 974,297,000 | $ 974,297,000 | $ 974,297,000 | 993,111,000 | 929,647,000 |
Proxy solicitation costs | 11,248,000 | 0 | 0 | |||
CEO transition costs | 13,554,000 | 0 | 0 | |||
Incremental interest expense on financing commitment letter | $ 1,178,000 | |||||
Chandler, Arizona | ||||||
Segment Reporting Information, Profit (Loss) | ||||||
Area of property (in sq ft) | ft² | 146,000 | 146,000 | 146,000 | 146,000 | ||
Satellite and Space Communications | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of product areas | productArea | 4 | |||||
Segment Reporting Information, Profit (Loss) | ||||||
Net sales | $ 279,678,000 | 374,851,000 | 411,073,000 | |||
Terrestrial and Wireless Networks | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of product areas | productArea | 4 | |||||
Segment Reporting Information, Profit (Loss) | ||||||
Net sales | 206,561,000 | 206,844,000 | 205,642,000 | |||
Operating Segments | Satellite and Space Communications | ||||||
Segment Reporting Information, Profit (Loss) | ||||||
Net sales | 279,678,000 | 374,850,000 | 411,073,000 | |||
Operating (loss) income | (5,671,000) | 24,281,000 | 25,492,000 | |||
Net (loss) income | (3,852,000) | 24,357,000 | 25,714,000 | |||
(Benefit from) provision for income taxes | (1,120,000) | (377,000) | (29,000) | |||
Interest (income) and other | (797,000) | 235,000 | (218,000) | |||
Change in fair value of convertible preferred stock purchase option liability | 0 | |||||
Interest expense | 98,000 | 66,000 | 25,000 | |||
Amortization of stock-based compensation | 0 | 0 | 0 | |||
Amortization of intangibles | 7,312,000 | 5,695,000 | 5,133,000 | |||
Depreciation | 4,049,000 | 3,721,000 | 3,854,000 | |||
Amortization of cost to fulfill assets | 469,000 | |||||
Estimated contract settlement costs | 476,000 | |||||
Acquisition plan expenses | 0 | 751,000 | ||||
Restructuring costs | 5,666,000 | 2,782,000 | ||||
COVID-19 related costs | 1,105,000 | 1,046,000 | ||||
Strategic emerging technology costs | 1,197,000 | 315,000 | ||||
Adjusted EBITDA | 14,127,000 | 37,840,000 | 35,706,000 | |||
Purchases of property, plant and equipment | 8,915,000 | 8,456,000 | 3,801,000 | |||
Long-lived assets acquired in connection with acquisitions | 47,958,000 | 32,391,000 | ||||
Total assets | 487,235,000 | $ 487,235,000 | $ 487,235,000 | $ 487,235,000 | 507,981,000 | 412,704,000 |
Proxy solicitation costs | 0 | |||||
CEO transition costs | 0 | |||||
Operating Segments | Terrestrial and Wireless Networks | ||||||
Segment Reporting Information, Profit (Loss) | ||||||
Net sales | 206,561,000 | 206,845,000 | 205,642,000 | |||
Operating (loss) income | 18,925,000 | 25,185,000 | 29,316,000 | |||
Net (loss) income | 18,796,000 | 24,396,000 | 28,932,000 | |||
(Benefit from) provision for income taxes | 19,000 | 795,000 | 339,000 | |||
Interest (income) and other | 110,000 | (6,000) | 18,000 | |||
Change in fair value of convertible preferred stock purchase option liability | 0 | |||||
Interest expense | 0 | 0 | 27,000 | |||
Amortization of stock-based compensation | 0 | 0 | 0 | |||
Amortization of intangibles | 14,084,000 | 15,325,000 | 16,462,000 | |||
Depreciation | 6,069,000 | 5,316,000 | 5,939,000 | |||
Amortization of cost to fulfill assets | 0 | |||||
Estimated contract settlement costs | (32,000) | |||||
Acquisition plan expenses | (1,052,000) | 0 | ||||
Restructuring costs | 0 | 0 | ||||
COVID-19 related costs | 0 | 0 | ||||
Strategic emerging technology costs | 0 | 0 | ||||
Adjusted EBITDA | 39,078,000 | 44,774,000 | 51,685,000 | |||
Purchases of property, plant and equipment | 10,704,000 | 7,498,000 | 3,097,000 | |||
Long-lived assets acquired in connection with acquisitions | 0 | 6,060,000 | ||||
Total assets | 461,443,000 | 461,443,000 | 461,443,000 | 461,443,000 | 462,877,000 | 467,312,000 |
Proxy solicitation costs | 0 | |||||
CEO transition costs | 0 | |||||
Unallocated | ||||||
Segment Reporting Information, Profit (Loss) | ||||||
Net sales | 0 | 0 | 0 | |||
Operating (loss) income | (47,006,000) | (117,764,000) | (39,634,000) | |||
Net (loss) income | (47,996,000) | (122,233,000) | (47,626,000) | |||
(Benefit from) provision for income taxes | (2,922,000) | (1,918,000) | 1,980,000 | |||
Interest (income) and other | (16,000) | (368,000) | 10,000 | |||
Change in fair value of convertible preferred stock purchase option liability | (1,005,000) | |||||
Interest expense | 4,933,000 | 6,755,000 | 6,002,000 | |||
Amortization of stock-based compensation | 9,983,000 | 9,275,000 | ||||
Amortization of intangibles | 0 | 0 | 0 | |||
Depreciation | 196,000 | 342,000 | 768,000 | |||
Amortization of cost to fulfill assets | 0 | |||||
Estimated contract settlement costs | 0 | |||||
Acquisition plan expenses | 101,344,000 | 20,003,000 | ||||
Restructuring costs | 299,000 | 0 | ||||
COVID-19 related costs | 0 | 0 | ||||
Strategic emerging technology costs | 0 | 0 | ||||
Adjusted EBITDA | (13,942,000) | (6,095,000) | (9,588,000) | |||
Purchases of property, plant and equipment | 0 | 83,000 | 327,000 | |||
Long-lived assets acquired in connection with acquisitions | 0 | 0 | ||||
Total assets | 25,619,000 | $ 25,619,000 | $ 25,619,000 | $ 25,619,000 | $ 22,253,000 | $ 49,631,000 |
Proxy solicitation costs | 11,248,000 | |||||
CEO transition costs | $ 13,554,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||||
Aug. 10, 2022 | Aug. 09, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Loss Contingencies [Line Items] | |||||
CEO transition costs | $ 13,554,000 | $ 0 | $ 0 | ||
Transition costs related to the acceleration of unamortized stock based compensation | $ 7,388,000 | $ 0 | $ 0 | ||
President and CEO | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
CEO transition costs | $ 7,400,000 | ||||
Transition costs related to the acceleration of unamortized stock based compensation | 3,800,000 | ||||
Severance costs | $ 3,600,000 | ||||
Cash sign-on bonus | $ 1,000,000 |
Goodwill (Details)
Goodwill (Details) | 12 Months Ended | ||
Jul. 31, 2022 USD ($) operating_segment | Jul. 29, 2022 $ / shares | Mar. 02, 2021 USD ($) | |
Goodwill [Roll Forward] | |||
Balance as of July 31, 2021 | $ 347,698,000 | ||
Balance as of July 31, 2022 | $ 347,692,000 | ||
Number of operating segments | operating_segment | 2 | ||
Goodwill | $ 347,692,000 | ||
UHP | |||
Goodwill [Roll Forward] | |||
Change related to acquisitions | (6,000) | ||
Goodwill | $ 13,899,000 | ||
Common Stock | |||
Goodwill [Roll Forward] | |||
Share price (in dollars per share) | $ / shares | $ 11.62 | ||
Satellite and Space Communications | |||
Goodwill [Roll Forward] | |||
Balance as of July 31, 2021 | 173,608,000 | ||
Balance as of July 31, 2022 | 173,602,000 | ||
Percentage of fair value in excess of carrying amount for reporting unit | 18.40% | ||
Goodwill | 173,602,000 | ||
Satellite and Space Communications | UHP | |||
Goodwill [Roll Forward] | |||
Change related to acquisitions | (6,000) | ||
Terrestrial and Wireless Networks | |||
Goodwill [Roll Forward] | |||
Balance as of July 31, 2021 | 174,090,000 | ||
Balance as of July 31, 2022 | 174,090,000 | ||
Percentage of fair value in excess of carrying amount for reporting unit | 11.60% | ||
Goodwill | 174,090,000 | ||
Terrestrial and Wireless Networks | UHP | |||
Goodwill [Roll Forward] | |||
Change related to acquisitions | $ 0 |
Intangible Assets (Intangible A
Intangible Assets (Intangible Assets with Finite Lives) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 449,933,000 | $ 449,933,000 | |
Accumulated Amortization | 202,630,000 | 181,234,000 | |
Net Carrying Amount | 247,303,000 | 268,699,000 | |
Amortization of intangibles | $ 21,396,000 | $ 21,020,000 | $ 21,595,000 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 20 years 2 months 12 days | 20 years 2 months 12 days | |
Gross Carrying Amount | $ 302,058,000 | $ 302,058,000 | |
Accumulated Amortization | 107,500,000 | 93,215,000 | |
Net Carrying Amount | $ 194,558,000 | $ 208,843,000 | |
Technologies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 14 years 9 months 18 days | 14 years 9 months 18 days | |
Gross Carrying Amount | $ 114,949,000 | $ 114,949,000 | |
Accumulated Amortization | 75,798,000 | 70,924,000 | |
Net Carrying Amount | $ 39,151,000 | $ 44,025,000 | |
Trademarks and other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 16 years 8 months 12 days | 16 years 8 months 12 days | |
Gross Carrying Amount | $ 32,926,000 | $ 32,926,000 | |
Accumulated Amortization | 19,332,000 | 17,095,000 | |
Net Carrying Amount | $ 13,594,000 | $ 15,831,000 |
Intangible Assets (Estimated Am
Intangible Assets (Estimated Amortization Expense) (Details) | Jul. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net [Abstract] | |
2023 | $ 21,556,000 |
2024 | 21,154,000 |
2025 | 21,039,000 |
2026 | 19,888,000 |
2027 | $ 18,534,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 19, 2021 | Oct. 18, 2021 | Jul. 31, 2022 | Jul. 31, 2022 | |
Class of Stock [Line Items] | ||||
Series A convertible preferred stock, shares authorized (in shares) | 125,000 | 125,000 | ||
Series A convertible preferred stock, par value per share (in dollars per share) | $ 0.10 | $ 0.10 | ||
Convertible preferred stock, aggregate purchase price | $ 100,000,000 | |||
Issuance of convertible preferred stock (in shares) | 100,000 | 100,000 | ||
Optional repurchase trigger, percent | 19.99% | |||
Current redemption value | $ 105,204,000 | $ 105,204,000 | ||
Convertible preferred stock, accrued dividends | 566,000 | 566,000 | ||
Green Shoe | ||||
Class of Stock [Line Items] | ||||
Long-term debt | $ 1,005,000 | |||
Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Series A convertible preferred stock, shares authorized (in shares) | 125,000 | |||
Series A convertible preferred stock, par value per share (in dollars per share) | $ 0.10 | |||
Convertible preferred stock, aggregate purchase price | $ 25,000,000 | $ 125,000,000 | ||
Convertible preferred stock, aggregate purchase price, price per share (in dollars per share) | $ 1,000 | |||
Carrying amount, attributable to parent | 100,000,000 | 100,000,000 | ||
Liquidation preference per share (in dollars per share) | $ 23.97 | $ 1,000 | ||
Dividend rate, percent | 6.50% | |||
Dividend rate, per-dollar-amount, maximum (in dollars per share) | $ 0.10 | |||
Proceeds from initial issuance, net of issuance costs | 4,007,000 | |||
Current redemption value | 105,204,000 | 105,204,000 | ||
Dividend paid-in-kind | 4,638,000 | |||
Convertible preferred stock, accrued dividends | 566,000 | 566,000 | ||
Carrying value adjustment in the period | 10,216,000 | |||
Convertible Preferred Stock | Green Shoe | ||||
Class of Stock [Line Items] | ||||
Liquidation preference per share (in dollars per share) | $ 31.21 | |||
IPO | Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, aggregate purchase price | $ 100,000,000 | |||
Green Shoe Option | Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Carrying amount, attributable to parent | $ 25,000,000 | $ 25,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |||||||||||||||
Nov. 18, 2022 | Sep. 29, 2022 | Aug. 19, 2022 | Jun. 09, 2022 | May 20, 2022 | Mar. 10, 2022 | Feb. 18, 2022 | Dec. 09, 2021 | Nov. 12, 2021 | Oct. 04, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 13, 2022 | Mar. 03, 2021 | Sep. 29, 2020 | |
Class of Stock [Line Items] | ||||||||||||||||
Shelf registration authorized amount | $ 200,000,000 | |||||||||||||||
Stock Repurchase Program | ||||||||||||||||
Maximum amount authorized by the board of directors for the repurchase of shares of the company's common stock | $ 100,000,000 | |||||||||||||||
Shares acquired (in shares) | 0 | 0 | ||||||||||||||
Dividends | ||||||||||||||||
Dividends declared (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||
Dividends paid (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||
Selling Stockholder | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shelf registration authorized shares (in shares) | 606,302 | 1,381,567 | ||||||||||||||
Shelf registration total authorized shares (in shares) | 1,987,869 | |||||||||||||||
Forecast | ||||||||||||||||
Dividends | ||||||||||||||||
Dividends paid (in dollars per share) | $ 0.10 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Dividends | ||||||||||||||||
Dividends declared (in dollars per share) | $ 0.10 | |||||||||||||||
Dividends paid (in dollars per share) | $ 0.10 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts and Reserves (Details) - USD ($) | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2019 | |
Allowance for doubtful accounts receivable | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of period | $ 2,337,000 | $ 1,648,000 | $ 1,769,000 | $ 1,867,000 |
Charged to cost and expenses | 838,000 | (18,000) | 45,000 | |
Charged to other accounts | 0 | 215,000 | 0 | |
Transfers (deductions) | (149,000) | (318,000) | (143,000) | |
Balance at end of period | 2,337,000 | 1,648,000 | 1,769,000 | |
Inventory reserves | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of period | 23,121,000 | 20,229,000 | 19,076,000 | 19,696,000 |
Charged to cost and expenses | 4,447,000 | 4,364,000 | 1,647,000 | |
Charged to other accounts | 0 | 0 | 0 | |
Transfers (deductions) | (1,555,000) | (3,211,000) | (2,267,000) | |
Balance at end of period | 23,121,000 | 20,229,000 | 19,076,000 | |
Valuation allowance for deferred tax assets | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of period | 31,227,000 | 28,384,000 | 11,471,000 | $ 12,568,000 |
Charged to cost and expenses | 2,947,000 | 17,750,000 | 750,000 | |
Charged to other accounts | 0 | 0 | 0 | |
Transfers (deductions) | (104,000) | (837,000) | (1,847,000) | |
Balance at end of period | $ 31,227,000 | $ 28,384,000 | $ 11,471,000 |