Comtech Telecommunications Issues Letter to Stockholders
* Reuters is not responsible for the content in this press release.
MELVILLE, N.Y., Oct. 13, 2011 (GLOBE NEWSWIRE) -- Comtech Telecommunications
Corp. (Nasdaq:CMTL) announced today that it issued the following letter to its
stockholders:
Dear Fellow Stockholders,
Comtech's Board of Directors and management team are committed to building value
for all stockholders and pursuing an open dialogue with our investors. This we
have always done and this we will always do.
As you may be aware, MMI Investments, L.P. recently proposed nominees for
election as directors at our upcoming Annual Stockholders Meeting. The Company
previously met with representatives of MMI at their request on September 20 and,
at that time, Comtech and MMI agreed to meet again after the release of our
year-end earnings report and filing of our 10-K to continue the conversation and
engage in a meaningful dialogue. MMI chose instead to issue a public letter.
On September 27, 2011, we reported better than expected earnings and made a
series of positive announcements relating to our business. Despite a difficult
operating environment, our core business grew; we increased our share repurchase
program and we increased our dividend. Our prudent fiscal oversight and
commitment to stockholder value have given the Board of Directors the
flexibility to significantly increase our return of capital to stockholders. As
we move forward, we intend to continue doing just that.
Since our series of announcements, the Company has met and continues to have
conversations with our stockholders about our results and our long-term
strategy. We have been pleased with these meetings and have received
constructive and candid feedback that we are incorporating into our internal
discussions among the Board and management team regarding the overall strategy
for the Company.
We value all of our stockholders' points of view and remain steadfast in our
commitment to an ongoing dialogue with all of our investors. We will address
MMI's director nominees in due course; but for now, we wanted to share with all
of our stockholders our perspective on Comtech's historical performance and
future prospects.
Strong Long-Term Stock Price Performance and Value Creation for Stockholders
Over the past ten years, Comtech's stock price has increased 408.4% as compared
to the S&P 600 Small Cap Index, the Russell 2000 Index and the S&P 500 Index
which increased 88.8%, 83.7% and 34.3%, respectively. Comtech's performance over
this period represents an average annual return of 17%. We believe this ten-year
timeframe is the most accurate measure of Comtech's long-term performance
because it demonstrates the Company's significant growth irrespective of the
increases and declines in revenue from our MTS and BFT contracts.
We believe Comtech's long-term stock price performance demonstrates the
tremendous value the Comtech Board of Directors and management team has
generated through its long-term strategy.
A chart that illustrates Comtech's long-term stock performance vs. relevant
benchmark indices is available at
http://media.globenewswire.com/cache/10037/file/11708.pdf
2011: A Year of Strong Performance
The Company has continued to deliver value in a turbulent environment and has
consistently met or exceeded earnings expectations. Since the beginning of
fiscal 2011, Comtech's stock has returned 50.4% as compared to the S&P 600 Small
Cap Index, the Russell 2000 Index and the S&P 500 Index which increased 7.0%,
5.0% and 8.8%, respectively. This timeframe reflects the period in which we
initiated our annual dividend and stock repurchase plan to return capital to our
stockholders.
A chart that illustrates Comtech's performance since August 1, 2010 vs. relevant
benchmark indices is available at
http://media.globenewswire.com/cache/10037/file/11709.pdf
The return of 50.4% reflects how Comtech has performed since shortly after we
announced that we were unsuccessful in our efforts to win the BFT-2 program in
July 2010. To be clear, we are disappointed that we were not able to win this
business. However, there is more to the Comtech story than the loss of this
program and our business has since been on a solid path.
Our core business (excluding the MTS and BFT-1 programs) grew 2.5% in revenue in
fiscal 2011 despite adverse business conditions. We continued to manage these
businesses effectively and have positioned them for growth. Comtech remains a
technology leader in the markets we serve. We are number one in SCPC satellite
earth station modems and over-the-horizon microwave systems and are leaders in
all of our other product lines.
All three of the Company's segments were profitable in fiscal 2011 and are
expected to be profitable in fiscal 2012, even as we continue to invest
judiciously in R&D for future growth. We have undertaken recent cost reduction
efforts which should drive operating efficiencies. We have a strong balance
sheet which will support investments in new markets and products.
Prudent Capital Allocation Approach; $168 Million in Aggregate Capital Returned
Over Last 12 Months
Over the past year, Comtech has returned a significant amount of capital to
stockholders through the implementation of a dividend and a substantial stock
repurchase plan. Since authorizing the $100 million stock buyback in September
2010, we have delivered on our commitment and repurchased all of the shares
pursuant to the initial authorization, and increased our authorization twice to
an aggregate of $350 million. In total, through September 23, 2011, we have
returned $142.1 million through stock repurchases and $26.2 million in dividends
for a combined $168.3 million in capital to stockholders since September 2010. A
summary of the actions we have taken during the past year to return cash to
stockholders is as follows:
-- September 2010: Established quarterly dividend of $0.25 per share and
announced $100 million stock buyback
-- July 2011: Announced completion of initial $100 million in buyback and
authorization of an additional $150 million in stock repurchases
-- September 2011: Increased quarterly cash dividend to $0.275 per share
and increased stock buyback plan by a further $100 million to an
aggregate of $350 million
Comtech expects to continue to return cash to our stockholders while ensuring we
retain the ability to implement our acquisition strategy. We have a long history
of being both disciplined and diligent in pursuing our acquisition strategy. In
being good stewards of our stockholders' capital, we will remain disciplined on
price.
We have sought, through our stock repurchase and dividend programs, to strike a
prudent balance between returning cash to stockholders and retaining cash
on-hand to be opportunistic about attractive acquisition candidates.
Comtech's Independent and Experienced Board Is Committed to Fulfilling Its
Fiduciary Responsibility
Comtech's Board is determined to ensure that the Company is well-positioned to
execute its strategy and deliver value to stockholders. The Board is comprised
of experienced, independent industry, legal and financial experts. All members
of our Board, other than our CEO, are independent. Our Board takes very
seriously its responsibility to oversee management and corporate affairs.
In addition, Comtech's Board of Directors remains committed to strong corporate
governance. Comtech continues to review its corporate governance practices and
has made many enhancements to these practices in recent years, including the
appointment of a lead independent director, Edwin Kantor, the adoption of
written Corporate Governance Guidelines, enhanced guidelines regarding related
party transactions, the adoption of equity ownership guidelines for certain
executive officers, and the adoption of "robust" stock ownership guidelines as
defined by Institutional Shareholder Services (ISS) for both the CEO and our
Board of Directors. Mr. Kantor is the Chairman of the Nominating and Governance
Committee of Comtech's Board of Directors.
Our Commitment to Stockholders
Your Board and senior management team, after consultation with the Company's
external advisors who have substantial industry and capital markets experience,
routinely evaluate the Company's strategic alternative analyses and future
prospects. We remain confident that we are on the right course to deliver a
highly attractive return and value for our stockholders.
Our track record of 17% average annual returns for the past 10 years and a total
return of 50.4% since the beginning of the last fiscal year in August 2010
validate our confidence. The Company's Board and management team are committed
to acting in the best interests of all of our stockholders.
Sincerely,
Fred Kornberg
Chairman of the Board and Chief Executive Officer
Edwin Kantor
Lead Independent Director
About Comtech
Comtech Telecommunications Corp. ("Comtech" or the "Company") designs, develops,
produces and markets innovative products, systems and services for advanced
communications solutions. The Company believes many of its solutions play a
vital role in providing or enhancing communication capabilities when terrestrial
communications infrastructure is unavailable, inefficient or too expensive. The
Company conducts business through three complementary segments:
telecommunications transmission, RF microwave amplifiers and mobile data
communications. The Company sells products to a diverse customer base in the
global commercial and government communications markets. The Company believes it
is a market leader in the market segments that it serves.
Cautionary Statement Regarding Forward-Looking Statements
Certain information in this press release contains forward-looking statements,
including but not limited to, information relating to the Company's future
performance and financial condition, plans and objectives of the Company's
management and the Company's assumptions regarding such future performance,
financial condition, and plans and objectives that involve certain significant
known and unknown risks and uncertainties and other factors not under the
Company's control which may cause its actual results, future performance and
financial condition, and achievement of plans and objectives of the Company's
management to be materially different from the results, performance or other
expectations implied by these forward-looking statements. These factors include
the nature and timing of receipt of, and the Company's performance on, new or
existing orders that can cause significant fluctuations in net sales and
operating results; the timing and funding of government contracts; adjustments
to gross profits on long-term contracts; risks associated with international
sales, rapid technological change, evolving industry standards, frequent new
product announcements and enhancements, changing customer demands, changes in
prevailing economic and political conditions; risks associated with the
Company's legal proceedings and other matters; risks associated with the
Company's MTS and BFT contracts, including the Company's ongoing negotiations
with the U.S. Army and pending audit of its BFT-1 contract; risks associated
with the Company's obligations under its revolving credit facility; and other
factors described in the Company's filings with the Securities and Exchange
Commission ("SEC").
Important Information
Comtech plans to file with the SEC and mail to its stockholders a proxy
statement in connection with the upcoming annual meeting of stockholders (the
"Annual Meeting"). Investors and security holders are urged to read the proxy
statement relating to the Annual Meeting and any other relevant documents,
including WHITE proxy card, filed with the SEC when they become available,
because they will contain important information. Investors and security holders
may obtain a free copy of the proxy statement and other documents, including
WHITE proxy card (when available), that Comtech files with the SEC at the SEC's
website at www.sec.gov and Comtech's website at www.comtechtel.com. In addition,
the proxy statement and other documents, including WHITE proxy card, when it is
filed by Comtech with the SEC may be obtained from Comtech free of charge by
directing a request to Comtech Telecommunications Corp., Attn: Investor
Relations, 68 South Service Road, Suite 230, Melville, New York 11747.
Certain Information Regarding Participants
Comtech, its directors and certain executive officers and employees may be
deemed to be participants in the solicitation of Comtech's security holders in
connection with the Annual Meeting. Security holders may obtain information
regarding the names, affiliations and interests of such individuals in Comtech's
Annual Report on Form 10-K for the year ended July 31, 2011, which was filed
with the SEC on September 27, 2011, and its proxy statement for the annual
meeting of stockholders held on December 9, 2010 (the "Prior Annual Meeting"),
which was filed with the SEC on November 8, 2010. To the extent holdings of
Comtech securities have changed since the amounts printed in the proxy statement
for the Prior Annual Meeting, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the interests of such individuals can also be obtained
from the proxy statement relating to the Annual Meeting when it is filed by
Comtech with the SEC. These documents (when available) may be obtained free of
charge from the SEC's website at www.sec.gov and Comtech's website at
www.comtechtel.com.
PCMTL
CONTACT: Michael D. Porcelain, Senior Vice President
and Chief Financial Officer
631-962-7000
info@comtechtel.com
Brunswick Group
Steve Lipin / Monika Driscoll
212-333-3810
Innisfree M&A Incorporated
Art Crozier / Jennifer Shotwell / Larry Miller
212-750-5833
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.


Follow Reuters