UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR
For Period Ended:
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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| Comtech Telecommunications Corp. |
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
[X] (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
Due to the Company’s ongoing efforts to finalize its condensed consolidated financial statements, which include: (i) its recoverability assessments of (x) receivables and contract assets related to a certain international reseller of our troposcatter technologies, and (y) goodwill and certain long-lived assets due to the Company’s ongoing evaluation of its strategic transformation plans; and (ii) the accounting for and presentation of certain debt instruments and exchanges of convertible preferred shares, the Company is unable to file its Quarterly Report on Form 10-Q for the period ended October 31, 2024 (the "Report") within the prescribed time period without unreasonable effort or expense. The Company currently anticipates filing the Report within the time period provided by Rule 12b-25 promulgated under the Securities Exchange Act of 1934.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
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| Michael A. Bondi | | (631) | | 962-7000 |
| (Name) | | (Area Code) | | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X]Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company anticipates a significant change in its first quarter of fiscal 2025 GAAP results of operations, as compared to the first quarter of fiscal 2024, primarily due to lower performance during its first quarter of fiscal 2025 in its Satellite and Space Communications segment, including non-cash charges related to the impairment of: (i) receivables and contract assets related to a certain international reseller of our troposcatter technologies; and (ii) inventory resulting from our decision to discontinue or de-emphasize certain products within our satellite ground infrastructure product line. The non-cash impairment charge related to: (i) receivables and contract assets is estimated to range between $18.0 million and $22.0 million; and (ii) inventory is estimated to range between $10.0 million and $13.0 million. As the Company's efforts to finalize its condensed consolidated financial statements are ongoing, such anticipated results are subject to change.
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| Comtech Telecommunications Corp. | | | | |
| (Name of Registrant as Specified in Charter) | | | | |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date December 11, 2024
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer
