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Pega's AI Innovation Drives Strong ACV Growth and Record Cash Flow in Q4 2024

Pega's AI Innovation Drives Strong ACV Growth and Record Cash Flow in Q4 2024

Yahoo12-02-2025

Operating cash flow grows to $346 million and free cash flow grows to $338 million in 2024
Annual Contract Value (ACV) grows 9% year over year (11% in constant currency)
Pega Cloud ACV grows 18% year over year (21% in constant currency)
2025 guidance of 12% ACV growth, $455 million in cash flow from operations, and $440 million in free cash flow
WALTHAM, Mass., February 12, 2025--(BUSINESS WIRE)--Pegasystems Inc. (NASDAQ: PEGA), the Enterprise Transformation Company™, released its financial results for the fourth quarter and full-year 2024.
"2024 was a transformative year for Pega, the industry, and our clients," said Alan Trefler, Pega founder and CEO. "Our team's impressive performance drove the introduction of the most innovative solutions in our history. The reaction from our clients and partners has been remarkable, leading to deeper engagement and new opportunities.
"We met or exceeded our financial objectives for 2024 including becoming a Rule of 40 company," said Ken Stillwell, Pega COO and CFO. "We're committed to accelerating growth and free cash flow in 2025 and beyond."
Financial and performance metrics (1)
Reconciliation of ACV and Constant Currency ACV
(in millions, except percentages)
December 31, 2023
December 31, 2024
1-Year Change
ACV
$
1,255
$
1,372
9
%
Impact of changes in foreign exchange rates

23
Constant currency ACV
$
1,255
$
1,395
11
%
Note: Constant currency ACV is calculated by applying the December 31, 2023 foreign exchange rates to all periods shown.
_____________________________
1 Refer to the schedules at the end of this release for additional information, including a reconciliation of GAAP and non-GAAP measures.
(Dollars in thousands,
except per share amounts)
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
Change
2024
2023
Change
Total revenue
$
490,830
$
474,233
3
%
$
1,497,180
$
1,432,616
5
%
Net income - GAAP
$
119,090
$
142,665
(17
)%
$
99,189
$
67,808
46
%
Net income - non-GAAP
$
147,953
$
152,141
(3
)%
$
270,542
$
210,159
29
%
Diluted earnings per share - GAAP
$
1.25
$
1.61
(22
)%
$
1.11
$
0.73
52
%
Diluted earnings per share - non-GAAP
$
1.61
$
1.77
(9
)%
$
3.03
$
2.48
22
%
(Dollars in thousands)
Three Months Ended
December 31,
Change
Year Ended
December 31,
Change
2024
2023
2024
2023
Pega Cloud
$
149,638
30
%
$
120,346
25
%
$
29,292
24
%
$
558,734
37
%
$
461,328
32
%
$
97,406
21
%
Maintenance
81,257
17
%
86,646
18
%
(5,389
)
(6
)%
323,304
22
%
331,856
24
%
(8,552
)
(3
)%
Subscription services
230,895
47
%
206,992
43
%
23,903
12
%
882,038
59
%
793,184
56
%
88,854
11
%
Subscription license
204,697
42
%
207,559
44
%
(2,862
)
(1
)%
398,102
27
%
407,625
28
%
(9,523
)
(2
)%
Subscription
435,592
89
%
414,551
87
%
21,041
5
%
1,280,140
86
%
1,200,809
84
%
79,331
7
%
Consulting
52,822
11
%
54,310
12
%
(1,488
)
(3
)%
213,273
14
%
221,706
15
%
(8,433
)
(4
)%
Perpetual license
2,416

%
5,372
1
%
(2,956
)
(55
)%
3,767

%
10,101
1
%
(6,334
)
(63
)%
Total revenue
$
490,830
100
%
$
474,233
100
%
$
16,597
3
%
$
1,497,180
100
%
$
1,432,616
100
%
$
64,564
5
%
2025 Guidance (1)
As of February 12, 2025, we are providing the following guidance:
2025
Annual contract value growth
12%
2025
GAAP
Non-GAAP (1)
Revenue
$1.6 Billion
$1.6 Billion
Diluted earnings per share
$1.60
$3.10
2025
Cash provided by operating activities
$455 million
Free cash flow
$440 million
(1) A reconciliation of our GAAP and Non-GAAP guidance is contained in the financial schedules at the end of this release.
Quarterly conference call
A conference call and audio-only webcast will be conducted at 8:00 a.m. EST on Thursday, February 13, 2025.
Members of the public and investors are invited to join the call and participate in the question and answer session by dialing 1 (800) 715-9871 (domestic) or 1 (646) 307-1963 (international) and using Conference ID 3830305, or via https://events.q4inc.com/attendee/343473625 by logging onto www.pega.com at least five minutes prior to the event's broadcast and clicking on the webcast icon in the Investors section.
Discussion of non-GAAP financial measures
Our non-GAAP financial measures should only be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. We believe that these measures help investors understand our core operating results and prospects, which is consistent with how management measures and forecasts our performance without the effect of often one-time charges and other items outside our normal operations. Management uses these measures to assess the performance of the company's operations and establish operational goals and incentives. They are not a substitute for financial measures prepared under U.S. GAAP. Refer to the schedules at the end of this release for additional information, including a reconciliation of GAAP and non-GAAP measures.
Forward-looking statements
Certain statements in this press release may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995.
Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, forecasts, guidance, likely, and usually or variations of such words and other similar expressions identify forward-looking statements. These statements represent our views only as of the date the statement was made and are based on current expectations and assumptions.
Forward-looking statements deal with future events and are subject to risks and uncertainties that are difficult to predict, including, but not limited to:
our future financial performance and business plans;
the adequacy of our liquidity and capital resources;
the successful execution of investments in artificial intelligence;
the continued payment of our quarterly dividends;
the timing of revenue recognition;
variation in demand for our products and services, including among clients in the public sector;
reliance on key personnel;
reliance on third-party service providers, including hosting providers;
compliance with our debt obligations and covenants;
foreign currency exchange rates;
potential legal and financial liabilities, as well as damage to our reputation, due to cyber-attacks;
security breaches and security flaws;
our ability to protect our intellectual property rights, costs associated with defending such rights, intellectual property rights claims, and other related claims by third parties against us, including related costs, damages, and other relief that may be granted against us;
our ongoing litigation with Appian Corp.;
our client retention rate; and
management of our growth.
These risks and others that may cause actual results to differ materially from those expressed in such forward-looking statements are described further in Part I of our Annual Report on Form 10-K for the year ended December 31, 2024, and other filings we make with the U.S. Securities and Exchange Commission ("SEC").
Investors are cautioned not to place undue reliance on such forward-looking statements, and there are no assurances that the results included in such statements will be achieved. Although subsequent events may cause our view to change, except as required by applicable law, we do not undertake and expressly disclaim any obligation to publicly update or revise these forward-looking statements, whether as the result of new information, future events, or otherwise.
Any forward-looking statements in this press release represent our views as of February 12, 2025.
About Pegasystems
Pega is The Enterprise Transformation Company that helps organizations Build for Change® with enterprise AI decisioning and workflow automation. Many of the world's most influential businesses rely on our platform to solve their most pressing challenges, from personalizing engagement to automating service to streamlining operations. Since 1983, we've built our scalable and flexible architecture to help enterprises meet today's customer demands while continuously transforming for tomorrow. For more information on Pega (NASDAQ: PEGA), visit www.pega.com.
All trademarks are the property of their respective owners.
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
2024
2023
Revenue
Subscription services
$
230,895
$
206,992
$
882,038
$
793,184
Subscription license
204,697
207,559
398,102
407,625
Consulting
52,822
54,310
213,273
221,706
Perpetual license
2,416
5,372
3,767
10,101
Total revenue
490,830
474,233
1,497,180
1,432,616
Cost of revenue
Subscription services
40,988
34,697
149,918
144,250
Subscription license
384
635
1,888
2,606
Consulting
60,978
55,298
238,842
231,560
Perpetual license
5
16
17
67
Total cost of revenue
102,355
90,646
390,665
378,483
Gross profit
388,475
383,587
1,106,515
1,054,133
Operating expenses
Selling and marketing
139,655
133,924
534,780
559,177
Research and development
76,379
71,250
298,074
295,512
General and administrative
28,207
22,850
112,848
96,743
Litigation settlement, net of recoveries


32,403

Restructuring
1,245
297
4,528
21,747
Total operating expenses
245,486
228,321
982,633
973,179
Income from operations
142,989
155,266
123,882
80,954
Foreign currency transaction gain (loss)
6,318
(1,271
)
(912
)
(5,242
)
Interest income
6,944
3,428
25,779
9,259
Interest expense
(1,788
)
(1,647
)
(6,835
)
(6,876
)
Gain (loss) on capped call transactions
4
(899
)
(663
)
(1,348
)
Other (loss) income, net
(299
)
25
1,385
18,693
Income before provision for income taxes
154,168
154,902
142,636
95,440
Provision for income taxes
35,078
12,237
43,447
27,632
Net income
$
119,090
$
142,665
$
99,189
$
67,808
Earnings per share
Basic
$
1.38
$
1.71
$
1.16
$
0.82
Diluted
$
1.25
$
1.61
$
1.11
$
0.73
Weighted-average number of common shares outstanding
Basic
86,000
83,654
85,265
83,162
Diluted
95,636
89,447
89,634
84,914
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, 2024
December 31, 2023
Assets
Current assets:
Cash and cash equivalents
$
337,103
$
229,902
Marketable securities
402,870
193,436
Total cash, cash equivalents, and marketable securities
739,973
423,338
Accounts receivable, net
305,468
300,173
Unbilled receivables, net
173,085
237,379
Other current assets
115,178
68,137
Total current assets
1,333,704
1,029,027
Long-term unbilled receivables, net
61,407
85,402
Goodwill
81,113
81,611
Other long-term assets
292,049
314,696
Total assets
$
1,768,273
$
1,510,736
Liabilities and stockholders' equity
Current liabilities:
Accounts payable
$
6,226
$
11,290
Accrued expenses
31,544
39,941
Accrued compensation and related expenses
138,042
126,640
Deferred revenue
423,910
377,845
Convertible senior notes, net
467,470

Other current liabilities
18,866
21,343
Total current liabilities
1,086,058
577,059
Long-term convertible senior notes, net

499,368
Long-term operating lease liabilities
67,647
66,901
Other long-term liabilities
29,088
13,570
Total liabilities
1,182,793
1,156,898
Total stockholders' equity
585,480
353,838
Total liabilities and stockholders' equity
$
1,768,273
$
1,510,736
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended
December 31,
2024
2023
Net income
$
99,189
$
67,808
Adjustments to reconcile net income to cash provided by operating activities
Non-cash items
227,582
227,983
Change in operating assets and liabilities, net
19,155
(78,006
)
Cash provided by operating activities
345,926
217,785
Cash (used in) investing activities
(202,576
)
(50,750
)
Cash (used in) financing activities
(30,214
)
(81,963
)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(4,434
)
2,701
Net increase in cash, cash equivalents, and restricted cash
108,702
87,773
Cash, cash equivalents, and restricted cash, beginning of period
232,827
145,054
Cash, cash equivalents, and restricted cash, end of period
$
341,529
$
232,827
PEGASYSTEMS INC.
RECONCILIATION OF SELECTED GAAP AND NON-GAAP MEASURES
(in thousands, except percentages and per share amounts)
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
Change
2024
2023
Change
Net income - GAAP
$
119,090
$
142,665
(17
)%
$
99,189
$
67,808
46
%
Stock-based compensation (1)
34,500
33,269
142,718
143,352
Restructuring
1,245
297
4,528
21,747
Legal fees
4,499
2,817
18,713
13,883
Litigation settlement, net of recoveries


32,403

Amortization of intangible assets
700
963
3,153
3,940
Interest on convertible senior notes
594
615
2,451
2,603
Capped call transactions
(4
)
899
663
1,348
Repurchases of convertible senior notes
(459
)

(459
)
(7,855
)
Foreign currency transaction (gain) loss
(6,318
)
1,271
912
5,242
Other
759
19
(869
)
(10,266
)
Income taxes (2)
(6,653
)
(30,674
)
(32,860
)
(31,643
)
Net income - non-GAAP
$
147,953
$
152,141
(3
)%
$
270,542
$
210,159
29
%
Diluted earnings per share - GAAP
$
1.25
$
1.61
(22
)%
$
1.11
$
0.73
52
%
non-GAAP adjustments
0.36
0.16
1.92
1.75
Diluted earnings per share - non-GAAP
$
1.61
$
1.77
(9
)%
$
3.03
$
2.48
22
%
Diluted weighted-average number of common shares outstanding - GAAP
95,636
89,447
7
%
89,634
84,914
6
%
Capped call transactions
(3,553
)
(3,719
)
(214
)
(235
)
Diluted weighted-average number of common shares outstanding - non-GAAP
92,083
85,728
7
%
89,420
84,679
6
%
Our non-GAAP financial measures reflect the following adjustments:
Stock-based compensation: We have excluded stock-based compensation from our non-GAAP operating expenses and profitability measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to our revenues recognized during the periods presented and is expected to contribute to our future revenues, we continue to evaluate our business performance, excluding stock-based compensation.
Restructuring: We have excluded restructuring from our non-GAAP financial measures. Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as these amounts are not representative of our core business operations and ongoing operational performance.
Legal fees: Legal and related fees arising from proceedings outside the ordinary course of business. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
Litigation settlement, net of recoveries: Cost to settle litigation, net of insurance recoveries, arising from proceedings outside the ordinary course of business. See "Note 20. Commitments And Contingencies" in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
Amortization of intangible assets: We have excluded the amortization of intangible assets from our non-GAAP operating expenses and profitability measures. Amortization of intangible assets fluctuates in amount and frequency and is significantly affected by the timing and size of acquisitions. Investors should note that intangible assets contributed to our revenues recognized during the periods presented and are expected to contribute to future revenues. Amortization of intangible assets is likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
Interest on convertible senior notes: In February 2020, we issued convertible senior notes, due March 1, 2025, in a private placement. We believe that excluding the amortization of issuance costs provides a useful comparison of our operational performance in different periods.
Capped call transactions: We have excluded gains and losses related to our capped call transactions held at fair value under U.S. GAAP. The capped call transactions are expected to reduce common stock dilution and/or offset any potential cash payments we must make, other than for principal and interest, upon conversion of the convertible senior notes. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
Repurchases of convertible senior notes: We have excluded gains from the repurchases of Convertible Senior Notes. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
Foreign currency transaction (gain) loss: We have excluded foreign currency transaction gains and losses from our non-GAAP profitability measures. Foreign currency transaction gains and losses fluctuate in amount and frequency and are significantly affected by foreign exchange market rates. Foreign currency transaction gains and losses are likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
Other: We have excluded gains and losses from our venture investments and expenses incurred due to the cancellation of in-person sales and marketing events. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
Diluted weighted-average number of common shares outstanding:
Capped call transactions: In periods of GAAP income, the shares that would be issued if the Company's Convertible Senior Notes were fully converted to common shares are included in the diluted weighted-average shares outstanding. The capped call transactions are expected to reduce common stock dilution and/or offset any potential cash payments the Company must make, other than for principal and interest, upon conversion of the convertible senior notes, with such reduction and/or offset subject to a cap of $196.44. We believe that including the expected impact of the capped call transactions in our non-GAAP financial measures provides a useful comparison of our operational performance in different periods.
(1) Stock-based compensation:
Three Months Ended
December 31,
Year Ended
December 31,
(Dollars in thousands)
2024
2023
2024
2023
Cost of revenue
$
6,795
$
6,497
$
27,353
$
28,994
Selling and marketing
13,463
14,265
55,084
57,675
Research and development
7,059
6,753
29,838
31,039
General and administrative
7,183
5,754
30,443
25,644
$
34,500
$
33,269
$
142,718
$
143,352
Income tax benefit
$
(422
)
$
(618
)
$
(1,799
)
$
(2,187
)
(2) Effective income tax rates:
Year Ended
December 31,
2024
2023
GAAP
30
%
29
%
non-GAAP
22
%
22
%
Our GAAP effective income tax rate is subject to significant fluctuations due to several factors, including our stock-based compensation plans, research and development tax credits, and the valuation allowance on our deferred tax assets in the U.S. and U.K. We determine our non-GAAP income tax rate using applicable rates in taxing jurisdictions and assessing certain factors, including historical and forecasted earnings by jurisdiction, discrete items, and ability to realize tax assets. We believe it is beneficial for our management to review our non-GAAP results consistent with our annual plan's effective income tax rate as established at the beginning of each year, given tax rate volatility. See "Note 18. Income Taxes" in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.
PEGASYSTEMS INC.
RECONCILIATION OF FREE CASH FLOW (1) AND OTHER METRICS
(in thousands, except percentages)
Year Ended
December 31,
Change
2024
2023
Cash provided by operating activities
$
345,926
$
217,785
59
%
Investment in property and equipment
(7,712
)
(16,781
)
Free cash flow (1)
$
338,214
$
201,004
68
%
Supplemental information (2)
Litigation settlement, net of recoveries
$
32,403
$

Legal fees
16,197
14,645
Restructuring
5,252
29,401
Interest on convertible senior notes
3,810
4,134
Other

601
Income taxes
82,317
11,664
$
139,979
$
60,445
(1)
Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment. Investment in property and equipment fluctuates in amount and frequency and is significantly affected by the timing and size of investments in our facilities. We provide information on free cash flow to enable investors to assess our ability to generate cash without incurring additional external financings. This information is not a substitute for financial measures prepared under U.S. GAAP.
(2)
The supplemental information discloses items that affect our cash flows and are considered by management not to be representative of our core business operations and ongoing operational performance.
Litigation settlement, net of recoveries: Cost to settle litigation, net of insurance recoveries, arising from proceedings outside the ordinary course of business. See "Note 20. Commitments And Contingencies" in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.
Legal fees: Legal and related fees arising from proceedings outside the ordinary course of business.
Restructuring: Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.
Interest on convertible senior notes: In February 2020, we issued convertible senior notes, due March 1, 2025, in a private placement. The convertible senior notes accrue interest at an annual rate of 0.75%, payable semi-annually in arrears on March 1 and September 1.
Other: Fees related to canceled in-person sales and marketing events.
Income taxes: Direct income taxes paid net of refunds received.
PEGASYSTEMS INC.
ANNUAL CONTRACT VALUE
(in thousands, except percentages)
Annual contract value ("ACV") - Annual Contract Value ("ACV") represents the annualized value of our active contracts as of the measurement date. The contract's total value is divided by its duration in years to calculate ACV. ACV is a performance measure that we believe provides useful information to our management and investors.
December 31, 2024
December 31, 2023
Change
Constant Currency Change
Pega Cloud
$
652,443
$
552,998
$
99,445
18
%
21
%
Maintenance
291,807
324,091
(32,284
)
(10
)%
(8
)%
Subscription services
944,250
877,089
67,161
8
%
10
%
Subscription license
427,268
377,794
49,474
13
%
14
%
$
1,371,518
$
1,254,883
$
116,635
9
%
11
%
PEGASYSTEMS INC.
BACKLOG
(in thousands, except percentages)
Remaining performance obligations ("Backlog") - Expected future revenue from existing non-cancellable contracts:
As of December 31, 2024:
Subscription services
Subscription license
Perpetual license
Consulting
Total
Pega Cloud
Maintenance
1 year or less
$
525,133
$
230,866
$
88,880
$
317
$
50,519
$
895,715
56
%
1-2 years
328,234
65,461
10,874

3,297
407,866
25
%
2-3 years
159,536
24,598
733

125
184,992
11
%
Greater than 3 years
114,256
19,935
678

50
134,919
8
%
$
1,127,159
$
340,860
$
101,165
$
317
$
53,991
$
1,623,492
100
%
% of Total
70
%
21
%
6
%

%
3
%
100
%
Change since December 31, 2023
$
166,895
$
(33,694
)
$
20,068
$
(2,410
)
$
9,265
$
160,124
17
%
(9
)%
25
%
(88
)%
21
%
11
%
As of December 31, 2023:
Subscription services
Subscription license
Perpetual license
Consulting
Total
Pega Cloud
Maintenance
1 year or less
$
446,160
$
245,271
$
62,070
$
2,284
$
39,810
$
795,595
54
%
1-2 years
279,474
67,720
9,138
443
2,020
358,795
25
%
2-3 years
144,453
37,142
9,789

2,896
194,280
13
%
Greater than 3 years
90,177
24,421
100


114,698
8
%
$
960,264
$
374,554
$
81,097
$
2,727
$
44,726
$
1,463,368
100
%
% of Total
66
%
25
%
6
%

%
3
%
100
%
PEGASYSTEMS INC.
RECONCILIATION OF GAAP BACKLOG AND CONSTANT CURRENCY BACKLOG
(in millions, except percentages)
December 31, 2023
December 31, 2024
1 Year Growth Rate
Backlog - GAAP
$
1,463
$
1,623
11
%
Impact of changes in foreign exchange rates

39
Constant currency backlog
$
1,463
$
1,662
14
%
Note: Constant currency Backlog is calculated by applying the December 31, 2023 foreign exchange rates to all periods shown.
PEGASYSTEMS INC.
RECONCILIATION OF FORWARD-LOOKING GUIDANCE
(in millions, except percentages and per share amounts)
2025
Annual contract value growth
12
%
Revenue (GAAP and Non-GAAP)
$
1,600
Net Income - GAAP
$
149
Stock-based compensation
147
Legal fees
25
Incomes taxes
(32
)
Net Income - Non-GAAP
$
289
Diluted earnings per share - GAAP
$
1.60
Non-GAAP adjustments
1.50
Diluted earnings per share - non-GAAP
$
3.10
Diluted weighted-average number of common shares outstanding (GAAP and Non-GAAP)
93.1
2025
Cash provided by operating activities
$
455
Investment in property and equipment
(15
)
Free cash flow
$
440
Supplemental information
Legal fees
$
25
Income taxes (1)
50
$
75
(1) Evolving U.S. tax legislation may impact the amount of tax payments.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250212298048/en/
Contacts
Press contact: Lisa PintchmanVP, Corporate Communicationslisapintchman.rogers@pega.com 617-866-6022Twitter: @pega
Investor contact: Peter WelburnVP, Corporate Development & Investor RelationsPegaInvestorRelations@pega.com 617-498-8968

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Comtech Announces Financial Results for Third Quarter of Fiscal 2025
Comtech Announces Financial Results for Third Quarter of Fiscal 2025

Business Wire

time8 hours ago

  • Business Wire

Comtech Announces Financial Results for Third Quarter of Fiscal 2025

CHANDLER, Ariz.--(BUSINESS WIRE)--June 9, 2025-- Comtech Telecommunications Corp. (NASDAQ: CMTL) ('Comtech' or the 'Company'), a global communications technology leader, today reported financial results for its third quarter ended April 30, 2025. Consolidated Financial Results Net sales of $126.8 million Gross margin of 30.7% Operating loss of $1.5 million and net loss attributable to common shareholders of $14.5 million Adjusted EBITDA (a Non-GAAP measure) of $12.6 million, or 9.9% Net bookings of $71.0 million, representing a book-to-bill ratio of 0.56x (as described below, gross bookings during the third quarter were $107.4 million, representing a book-to-bill ratio of 0.85x) Funded backlog of $708.1 million and revenue visibility of approximately $1.2 billion GAAP cash flows provided by operations of $2.3 million Ken Traub, Chairman, President and CEO, stated: 'We are pleased to report that our transformation plan is gaining traction and notable progress is already evident in our improved performance. In the third quarter, we secured a $40 million capital infusion that enabled us to re-negotiate terms with our senior secured lenders, which not only waived prior covenant breaches but also provided for more financial flexibility going forward. In addition, we have implemented measures to align accountability throughout the organization, improve operational efficiency, streamline our product lines, increase gross margins and reduce administrative costs. With a more targeted product-market focus, we have strengthened customer relationships and notched important new business wins. Nevertheless, we recognize Comtech has long-standing and lingering challenges, and while we have made significant progress, our transformation is still in the early innings. I am grateful to our entire dedicated team as well as all of our stakeholders for their loyalty, perseverance and contributions in helping us on the journey in building a strong, successful future for Comtech.' Third Quarter Fiscal 2025 Consolidated Results Commentary Consolidated net sales were $126.8 million in the third quarter, a decrease of 1.0% compared to the prior year period and an increase of 0.2% sequentially from last quarter. Net sales in the Terrestrial and Wireless Networks ('T&W') segment were higher compared to the prior year period due to changes in products and services mix, including approximately $3.0 million of incremental NG-911 services revenue in the more recent period due to reaching an agreement with a statewide customer to retroactively invoice for certain recurring services provided in the past. Net sales in the Satellite and Space Communications ('S&S') segment were lower compared to the prior year period due to decreased net sales of troposcatter solutions to the U.S. Marine Corps and U.S. Army, as both contracts wind down as anticipated. This was offset in part by higher net sales of SATCOM solutions, including VSAT and similar equipment sales to the U.S. Army and satellite ground infrastructure solutions. Consolidated gross profit was $38.9 million, or 30.7% of consolidated net sales, in the third quarter, in line with the prior year period gross profit of $39.0 million, or 30.4%. The third quarter gross profit is a sequential increase from the $33.7 million, or 26.7%, reported in the immediately preceding quarter. The sequential improvement is primarily due to a more favorable sales mix and production efficiencies, as well as the inclusion of the incremental NG-911 services revenue discussed above in which most of the expenses were previously incurred. Consolidated operating loss was $1.5 million in the third quarter, compared to an operating loss of $3.5 million in the prior year period. Operating loss improvement from the prior year period is primarily the result of cost reduction initiatives which have reduced operating expenses. Operating loss in the third quarter significantly improved from the $10.3 million operating loss reported in the second quarter. The sequential improvement in the more recent quarter is due to the above improvements in gross profit and the benefit of cost reduction initiatives, lowering the Company's overall operating expenses. Operating loss in the more recent period includes, among other things: $5.0 million of amortization of intangibles; $4.3 million of restructuring costs (mainly at the parent level); $1.2 million of amortization of stock-based compensation; and $0.8 million of CEO transition costs. Consolidated net loss attributable to common shareholders was $14.5 million in the third quarter, compared to net loss attributable to common shareholders of $1.0 million in the prior year period and net loss attributable to common shareholders of $22.4 million in the immediately preceding quarter. In addition to those items discussed above, and as more fully discussed in the Company's SEC filings, net loss attributable to common shareholders in the more recent period was impacted by higher interest expense, changes in the estimated fair values of derivatives and warrants, the write-off of deferred financing costs and debt discounts and accrued dividends related to the Company's Convertible Preferred Stock. Consolidated Adjusted EBITDA (a non-GAAP measure) was $12.6 million in the third quarter, compared to Adjusted EBITDA of $11.9 million in the prior year period and Adjusted EBITDA of $2.9 million in the immediately preceding quarter. The improvements in Adjusted EBITDA are due to the factors and initiatives described above. Consolidated net bookings were $71.0 million in the third quarter, a decrease of 30.2% and 10.5%, respectively, compared to the prior year period and immediately preceding quarter. The book-to-bill ratio in the more recent quarter was 0.56x. Consolidated net bookings reflect a $36.4 million debooking related to the low margin U.S. Army GFSR contract that was protested by and ultimately awarded to the incumbent in May 2025; gross bookings for the third quarter, excluding such debooking, were $107.4 million, an increase of 5.6% and 35.3%, respectively, compared to the prior year period and immediately preceding quarter, representing a quarterly book-to-bill ratio of 0.85x. The reduction in bookings reflects, in part, a more focused product positioning and sales approach. Consolidated backlog was $708.1 million as of April 30, 2025, compared to $763.8 million as of January 31, 2025 and $798.9 million as of July 31, 2024. Revenue visibility, measured as the sum of funded backlog and the total unfunded value of certain multi-year contracts, was approximately $1.2 billion at the end of the third quarter. GAAP cash flows from operations were $2.3 million in the third quarter, an improvement from both the prior year period's cash outflows of $3.8 million and the prior quarter's cash outflows of $0.2 million, and are due primarily to the combination of the improvements in GAAP operating performance, as described above, together with improved working capital management which includes progress toward completion of contracts that are accounted for over time (that previously led to high levels of unbilled accounts receivable), including related shipments, billings and collections from customers. Satellite and Space Communications ('S&S') Segment Commentary S&S net sales were $67.6 million in the third quarter, a decrease of 5.3% compared to the prior year period and 8.3% sequentially from last quarter. Compared to the prior year period, S&S experienced lower net sales of troposcatter solutions to the U.S. Marine Corps and U.S. Army as those two contracts wind down as anticipated, offset in part by higher net sales of SATCOM solutions (including VSAT and similar equipment sales to the U.S. Army and satellite ground infrastructure solutions). Sequentially, S&S experienced lower net sales of troposcatter solutions to the U.S. Marine Corps and U.S. Army, offset in part by higher net sales of SATCOM solutions (primarily satellite ground infrastructure solutions). The S&S segment is executing on initiatives to grow sales of next generation products, improve gross margins and reduce operating expenses. With recent strategic wins in digital satellite communication infrastructure, resilient communications programs and multi-orbit connectivity, the S&S segment is capitalizing on its differentiated technologies and extensive customer relationships to develop new vectors for growth. As part of the Company's commitment to improve operational discipline, Steve Black recently joined the S&S leadership team from General Dynamics as the new segment Chief Operating Officer reporting to Daniel Gizinski. S&S operating income was $2.7 million in the third quarter, compared to operating income of $2.8 million in the prior year period and $1.2 million in the immediately preceding quarter. S&S operating income in the third quarter was impacted by $0.9 million of restructuring costs, compared to $0.6 million and $1.4 million, respectively, in the prior year period and immediately preceding quarter. The sequential increase in quarterly operating income primarily reflects lower selling, general and administrative expenses (due to cost reduction actions), partially offset by lower net sales and gross profit. These cost reductions represent the results of actions that have been implemented to rationalize product lines and streamline the organization, which in addition to generating cost savings, have helped to improve accountability at the site level and enhance focus on priority products, production and customer commitments. S&S net income was $2.9 million for the third quarter, compared to a net income of $1.8 million in the prior year period and $1.6 million in the immediately preceding quarter. S&S Adjusted EBITDA was $5.7 million in the third quarter, compared to Adjusted EBITDA of $7.2 million in the prior year period and $4.7 million in the immediately preceding quarter. Compared to the prior year period, Adjusted EBITDA reflects lower net sales and gross profit (both in dollars and as a percentage of related segment net sales), offset in part by lower selling, general and administrative expenses and research and development expenses. The sequential increase in Adjusted EBITDA primarily reflects lower selling, general and administrative expenses, offset in part by lower net sales and gross profit. S&S book-to-bill ratio for the third quarter was 0.26x. Excluding the aforementioned $36.4 million debooking associated with the U.S. Army GFSR contract, the segment's book-to-bill ratio was 0.80x. This ratio compares to 0.85x in the prior year period and 0.64x in the second quarter. The reduction in bookings reflects, in part, a more focused product positioning and sales approach. Key S&S contract awards and product milestones during the third quarter included: Completed initial deliveries of next generation VSAT systems to a strategically significant allied Navy partner, an important step for a comprehensive fleet modernization program that includes ships, submarines and ground-based stations – deliveries are expected to continue over a two-year period; $8.5 million in aggregate orders from three commercial customers for high-power amplifiers and frequency converters for use in airborne related applications; Incremental funding of approximately $6.8 million for continued, ongoing training and support of complex cybersecurity operations for U.S. government customers; Additional funding of approximately $5.8 million from a major U.S. prime contractor in support of NASA's Orion Production and Operations Contract ('OPOC'), commonly known as the Artemis project; Approximately $5.0 million in funded orders from a long-time international customer for the procurement of ongoing maintenance and support services related to long-range missile and rocket launch tracking systems; and In excess of $3.6 million in funded orders calling for the supply of VSAT equipment and related services for the U.S. Army. Terrestrial & Wireless Networks ('T&W') Segment Commentary T&W net sales were $59.2 million in the third quarter, an increase of 4.6% and 12.0%, respectively, compared to the prior year period and immediately preceding quarter. Compared to the prior year period, as well as sequentially, T&W experienced higher net sales of next-generation 911 ("NG-911") services and location-based solutions, offset in part by lower net sales of call handling solutions. Third quarter net sales and gross profit benefited from approximately $3.0 million of incremental NG-911 services revenue due to reaching an agreement with a statewide customer to retroactively invoice for certain recurring services provided in the past. Key growth drivers for the T&W segment are expected to include customer upgrades to next-generation core services, new cloud-based emergency response products and increasing interest from international carriers for 5G location technologies. T&W operating income was $8.4 million in the third quarter, compared to operating income of $5.7 million in the prior year period and operating income of $3.4 million in the immediately preceding quarter. Compared to the prior year period, as well as sequentially, the increase in quarterly operating income primarily reflects higher net sales and gross profit, both in dollars and as a percentage of related segment net sales and including the NG-911 services revenue discussed above in which most of the expenses were previously incurred, offset in part by higher selling, general and administrative expenses and research and development expenses. T&W net income was $8.6 million in the third quarter, compared to net income of $5.3 million in the prior year period and $3.4 million in the immediately preceding quarter. T&W Adjusted EBITDA was $13.9 million in the third quarter, compared to Adjusted EBITDA of $11.3 million in the prior year period and $8.9 million in the immediately preceding quarter. Compared to the prior year period, as well as sequentially, Adjusted EBITDA reflects those factors discussed above. T&W book-to-bill ratio in the third quarter was 0.91x, compared to 0.72x in the prior year period and 0.61x in the second quarter. Key T&W contract awards and product milestones during the third quarter included: A new contract, valued at over $27.0 million during the initial five-year term, for statewide NG-911 services for a Southeastern state; Various funded orders totaling $9.0 million for wireless location-based messaging services; Over $2.5 million of initial funding from a new international customer for location-based messaging services; More than $2.5 million of incremental funding for an existing NG-911 customer in a Midwestern state; Various funded orders, aggregating $1.4 million, primarily for location and maintenance and support services for a large wireless carrier in the U.S.; and Additional funding from a Mid-Atlantic state for ancillary network and call handling services. Additionally, T&W announced that it is nearing the completion of the development of its latest NG-911 call handling solution, which features a new architecture leveraging cloud and AI capabilities and designed to serve first responders in the U.S., Canada and Australia even better. The Company anticipates launching its revolutionary new product at this year's upcoming National Emergency Number Association ('NENA') conference. Cost-Savings and Profit Improvement Initiatives Comtech continues to execute on its transformation plan which includes a thorough review of processes, product lines, staffing levels and cost structures to implement actions to reduce costs, enable a more efficient and effective organization and improve the Company's cash conversion cycle. Comtech has ceased manufacturing operations in the U.K. More than 70 products within the S&S segment have been discontinued, and the Company is completing the final deliveries of outstanding orders for these discontinued products over the next few months. Further, the Company has reduced its global workforce by approximately 15% since July 31, 2024, which represents approximately $33.0 million in annualized labor costs. Over the course of the nine months ended April 30, 2025, severance associated with such actions approximated $2.7 million (primarily within selling, general and administrative expenses). The Company continues to evaluate additional opportunities to improve operational efficiency, reduce costs and improve profitability. While the Company continues to invest in R&D, it is obtaining customer funding for research and development to adapt its products to specialized customer requirements. During the third quarter, customers reimbursed the Company $5.9 million in connection with R&D efforts. Such amount is in addition to the $4.4 million of Comtech funded R&D reported in the third quarter of fiscal 2025. This customer-funded R&D not only offsets the Company's expenditures, but helps to ensure that R&D expenditures are aligned with customer and market demand. Capital Structure and Liquidity As previously disclosed on March 3, 2025, the Company amended its Credit Facility and Subordinated Credit Facility to, among other things, waive existing breaches under the facilities, and suspend testing of the Net Leverage Ratio and Fixed Charge Coverage Ratio covenants until the quarter ending on October 31, 2025. As of June 6, 2025, Comtech's available sources of liquidity approximate $27.3 million, consisting of qualified cash and cash equivalents and the remaining available portion of the committed Revolver Loan. At both April 30, 2025 and June 6, 2025, total outstanding borrowings under the Credit Facility were $168.0 million, including $23.4 million drawn on the Revolver Loan. As of April 30, 2025, total outstanding borrowings under the Amended Subordinated Credit Facility were $65.0 million (excluding accreted interest and make whole adjustments), and the liquidation preference of the Company's outstanding convertible preferred stock was $199.7 million (excluding potential increases in the liquidation preference and other obligations that could be triggered by, among other things, breaches of covenants, asset sales and/or change in control of the Company). Conference Call and Webcast Information Comtech will host a conference call with investors and analysts on Monday, June 9, 2025 at 5:00 pm Eastern Time. A live webcast of the conference call will be accessible on the Investor Relations section of Comtech's website at Alternatively, investors can access the conference call by dialing (800) 225-9448 (primary) or (203) 518-9708 (alternate) and using the conference I.D. of 'Comtech.' A replay will be available through Monday, June 23, 2025, by dialing (800) 934-2123 or (402) 220-1137. About Comtech Comtech Telecommunications Corp. is a leading provider of satellite and space communications technologies; terrestrial and wireless network solutions; Next Generation 911 ('NG-911') and emergency services; and cloud native capabilities to commercial and government customers around the world. Through its culture of innovation and employee empowerment, Comtech leverages its global presence and decades of technology leadership and experience to create some of the world's most innovative solutions for mission-critical communications. For more information, please visit Cautionary Note Regarding Forward-Looking Statements Certain information in this press release contains, and oral statements made by the Company's representatives from time to time may contain, forward-looking statements. Forward-looking statements can be identified by words such as: "anticipate," "believe," "continue," "could," "estimate," "expect," "future," "goal," "outlook," "intend," "likely," "may," "plan," "potential," "predict," "project," "seek," "should," "strategy," "target," "will," "would," and similar references to future periods. Forward-looking statements include, among others, statements regarding expectations for its strategic alternatives process, expectations for further portfolio-shaping opportunities, expectations for other operational initiatives, the intended use of proceeds from the Credit Facility and Amended Subordinated Credit Facility, expectations for completing further financing initiatives, future performance and financial condition, plans to address its ability to continue as a going concern, the plans and objectives of management and 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 its control which may cause actual results, future performance and financial condition, and achievement of plans and objectives of management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or the Company's good faith belief with respect to future events, and is subject to risks and uncertainties that are difficult to predict and many of which are outside of the Company's control. Factors that could cause actual results to differ materially from current expectations include, among other things: the outcome and effectiveness of the aforementioned strategic alternatives process, further portfolio-shaping opportunities, other operational initiatives, and the completion of further financing activities; its ability to access capital and liquidity so that the Company is able to continue as a going concern; its ability to implement changes in executive leadership; the possibility that the expected synergies and benefits from strategic activities will not be fully realized, or will not be realized within the anticipated time periods; the risk that acquired businesses will not be integrated successfully; impacts from, and uncertainties regarding, future actions that may be taken by activist stockholders; the possibility of disruption from acquisitions or dispositions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that the Company will be unsuccessful in implementing a tactical shift in its Satellite and Space Communications segment away from bidding on large commodity service contracts and toward pursuing contracts for niche products and solutions with higher margins; the nature and timing of receipt of, and 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; new product announcements and enhancements; changing customer demands and/or procurement strategies and ability to scale opportunities and deliver solutions to current and prospective customers; changes and uncertainty in prevailing economic and political conditions (including financial and capital market conditions), including as a result of Russia's military incursion into Ukraine, the Israel-Hamas war and attacks in the Red Sea region or any tariff, trade restrictions or similar matters; changes in the price of oil in global markets; changes in prevailing interest rates and foreign currency exchange rates; risks associated with legal proceedings, customer claims for indemnification, and other similar matters; risks associated with obligations under its credit facilities; risks associated with large contracts; risks associated with supply chain disruptions; and other factors described in this and other Company filings with the Securities and Exchange Commission. However, the risks described above are not the only risks that the Company faces. Additional risks and uncertainties, not currently known to the Company or that do not currently appear to be material, may also materially adversely affect its business, financial condition and/or operating results in the future. The Company describe risks and uncertainties that could cause actual results and events to differ materially in the ' Risk Factors, ' ' Management's Discussion and Analysis of Financial Condition and Results of Operations ' and ' Quantitative and Qualitative Disclosures about Market Risk ' sections of its SEC filings. The Company does not intend to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law. Appendix: COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) April 30, 2025 July 31, 2024 Assets Current assets: Cash and cash equivalents $ 28,434,000 32,433,000 Accounts receivable, net 151,472,000 195,595,000 Inventories, net 77,691,000 93,136,000 Prepaid expenses and other current assets 17,063,000 15,387,000 Total current assets 274,660,000 336,551,000 Property, plant and equipment, net 44,462,000 47,328,000 Operating lease right-of-use assets, net 31,177,000 31,590,000 Goodwill 204,625,000 284,180,000 Intangibles with finite lives, net 178,148,000 194,828,000 Deferred financing costs, net 1,850,000 3,251,000 Other assets, net 16,222,000 14,706,000 Total assets $ 751,144,000 912,434,000 Liabilities, Convertible Preferred Stock and Stockholders' Equity Current liabilities: Accounts payable $ 27,188,000 42,477,000 Accrued expenses and other current liabilities 59,162,000 62,245,000 Current portion of credit facility, net 148,882,000 4,050,000 Current portion of subordinated credit facility, net 65,471,000 — Operating lease liabilities, current 7,589,000 7,869,000 Contract liabilities 64,386,000 65,834,000 Interest payable 5,000 1,072,000 Total current liabilities 372,683,000 183,547,000 Non-current portion of credit facility, net — 173,527,000 Operating lease liabilities, non-current 29,581,000 30,258,000 Income taxes payable, non-current 1,866,000 2,231,000 Deferred tax liability, net 5,763,000 6,193,000 Long-term contract liabilities 20,186,000 21,035,000 Warrant and derivative liabilities 31,564,000 5,254,000 Other liabilities 3,996,000 4,060,000 Total liabilities 465,639,000 426,105,000 Commitments and contingencies Convertible preferred stock, par value $0.10 per share; authorized and issued 178,181 shares at April 30, 2025 (redemption value of $199,661,000 which includes accrued dividends of $1,486,000) and authorized and issued 171,827 shares at July 31, 2024 (redemption value of $180,076,000, which includes accrued dividends of $1,341,000) 170,072,000 180,076,000 Stockholders' equity: Preferred stock, par value $0.10 per share; authorized and unissued 1,821,819 and 1,828,173 shares at April 30, 2025 and July 31, 2024, respectively — — Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 44,395,660 and 43,766,109 shares at April 30, 2025 and July 31, 2024, respectively 4,440,000 4,377,000 Additional paid-in capital 567,647,000 640,145,000 Retained (deficit) earnings (14,805,000 ) 103,580,000 557,282,000 748,102,000 Less: Treasury stock, at cost (15,033,317 shares at April 30, 2025 and July 31, 2024) (441,849,000 ) (441,849,000 ) Total stockholders' equity 115,433,000 306,253,000 Total liabilities, convertible preferred stock and stockholders' equity $ 751,144,000 912,434,000 Expand Use of Non-GAAP Financial Measures To provide investors with additional information regarding the Company's financial results, this release contains "Non-GAAP financial measures" under the rules of the SEC. The Company's Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before interest, income taxes, depreciation, amortization of intangibles, impairment of long-lived assets, including goodwill, amortization of cost to fulfill assets, amortization of stock-based compensation, CEO transition costs, change in fair value of warrants and derivatives, proxy solicitation costs, restructuring costs (non-inventory related), strategic emerging technology costs (for next-generation satellite technology), and write-off of deferred financing costs and debt discounts, and in the recent past, acquisition plan expenses, change in fair value of the convertible preferred stock purchase option liability, COVID-19 related costs, facility exit costs, strategic alternatives expenses and other and loss on business divestiture. These items, while periodically affecting its results, may vary significantly from period to period and may have a disproportionate effect in a given period, thereby affecting the comparability of results. Although closely aligned, the Company's definition of Adjusted EBITDA is different than EBITDA (as such term is defined in its 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. Adjusted EBITDA is also a measure frequently requested by its investors and analysts. The Company believes that investors and analysts may use Adjusted EBITDA, along with other information contained in its SEC filings, including GAAP measures, in assessing performance and comparability of results with other companies. Non-GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described herein and also excludes the effects of the Company's outstanding convertible preferred stock. These Non-GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct its business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared in accordance with GAAP. These measures are adjusted as described in the reconciliation of GAAP to Non-GAAP measures in the tables presented herein, but these adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non-recurring. Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP. Investors are advised to carefully review the GAAP financial results that are disclosed in the Company's SEC filings. As the Company has not provided future financial targets, there is no need to reconcile its business outlook to the most directly comparable GAAP measures. Furthermore, even if targets had been provided, items such as stock-based compensation, adjustments to the provision for income taxes, amortization of intangibles and interest expense, which are specific items that impact these measures, have not yet occurred, are out of the Company's control, or cannot be predicted. For example, quantification of stock-based compensation expense requires inputs such as the number of shares granted and market price that are not currently ascertainable. Accordingly, reconciliations to the Non-GAAP forward looking metrics would not be available without unreasonable effort and such unavailable reconciling items could significantly impact the Company's financial results. Reconciliations of GAAP consolidated operating income (loss), net income (loss) attributable to common stockholders and net income (loss) per diluted common share to the corresponding Non-GAAP measures are shown in the tables below (numbers and per share amounts in the tables may not foot due to rounding). Non-GAAP net income (loss) attributable to common stockholders and Non-GAAP net income (loss) per diluted common share reflect Non-GAAP provisions for income taxes based on year-to-date results, as adjusted for the Non-GAAP reconciling items included in the tables below. The Company evaluates its Non-GAAP effective income tax rate on an ongoing basis, and it can change from time to time. The Company's Non-GAAP effective income tax rate can differ materially from its GAAP effective income tax rate. Fiscal Year 2024 Operating (Loss) Income Net (Loss) Income Attributable to Common Stockholders Net (Loss) Income per Diluted Common Share* Reconciliation of GAAP to Non-GAAP Earnings: GAAP measures, as reported $ (79,890,000 ) $ (135,440,000 ) $ (4.70 ) Loss on extinguishment of convertible preferred stock — 19,555,000 0.68 Adjustments to reflect redemption value of convertible preferred stock — 15,900,000 0.55 Change in fair value of warrants and derivatives — (4,273,000 ) (0.15 ) Impairment of long-lived assets, including goodwill 64,525,000 63,800,000 2.21 Amortization of intangibles 21,154,000 16,389,000 0.57 Restructuring costs 12,470,000 9,736,000 0.34 Amortization of stock-based compensation 6,096,000 4,797,000 0.17 Strategic emerging technology costs 4,110,000 3,795,000 0.13 CEO transition costs 2,916,000 2,245,000 0.08 Loss on business divestiture 1,199,000 1,199,000 0.04 Amortization of cost to fulfill assets 960,000 960,000 0.03 Net discrete tax expense — 4,136,000 0.14 Non-GAAP measures $ 33,540,000 $ 2,799,000 $ 0.10 Expand * Per share amounts may not foot due to rounding. In addition, due to the GAAP net loss for the period, Non-GAAP EPS for the three and nine months ended April 30, 2024 and fiscal 2024 was computed using weighted average diluted shares outstanding of 28,936,000, 28,948,000 and 29,132,000, during the respective period. ECMTL

Comtech Announces Financial Results for Third Quarter of Fiscal 2025
Comtech Announces Financial Results for Third Quarter of Fiscal 2025

Yahoo

time8 hours ago

  • Yahoo

Comtech Announces Financial Results for Third Quarter of Fiscal 2025

CHANDLER, Ariz., June 09, 2025--(BUSINESS WIRE)--June 9, 2025-- Comtech Telecommunications Corp. (NASDAQ: CMTL) ("Comtech" or the "Company"), a global communications technology leader, today reported financial results for its third quarter ended April 30, 2025. Consolidated Financial Results Net sales of $126.8 million Gross margin of 30.7% Operating loss of $1.5 million and net loss attributable to common shareholders of $14.5 million Adjusted EBITDA (a Non-GAAP measure) of $12.6 million, or 9.9% Net bookings of $71.0 million, representing a book-to-bill ratio of 0.56x (as described below, gross bookings during the third quarter were $107.4 million, representing a book-to-bill ratio of 0.85x) Funded backlog of $708.1 million and revenue visibility of approximately $1.2 billion GAAP cash flows provided by operations of $2.3 million Ken Traub, Chairman, President and CEO, stated: "We are pleased to report that our transformation plan is gaining traction and notable progress is already evident in our improved performance. In the third quarter, we secured a $40 million capital infusion that enabled us to re-negotiate terms with our senior secured lenders, which not only waived prior covenant breaches but also provided for more financial flexibility going forward. In addition, we have implemented measures to align accountability throughout the organization, improve operational efficiency, streamline our product lines, increase gross margins and reduce administrative costs. With a more targeted product-market focus, we have strengthened customer relationships and notched important new business wins. Nevertheless, we recognize Comtech has long-standing and lingering challenges, and while we have made significant progress, our transformation is still in the early innings. I am grateful to our entire dedicated team as well as all of our stakeholders for their loyalty, perseverance and contributions in helping us on the journey in building a strong, successful future for Comtech." Third Quarter Fiscal 2025 Consolidated Results Commentary Consolidated net sales were $126.8 million in the third quarter, a decrease of 1.0% compared to the prior year period and an increase of 0.2% sequentially from last quarter. Net sales in the Terrestrial and Wireless Networks ("T&W") segment were higher compared to the prior year period due to changes in products and services mix, including approximately $3.0 million of incremental NG-911 services revenue in the more recent period due to reaching an agreement with a statewide customer to retroactively invoice for certain recurring services provided in the past. Net sales in the Satellite and Space Communications ("S&S") segment were lower compared to the prior year period due to decreased net sales of troposcatter solutions to the U.S. Marine Corps and U.S. Army, as both contracts wind down as anticipated. This was offset in part by higher net sales of SATCOM solutions, including VSAT and similar equipment sales to the U.S. Army and satellite ground infrastructure solutions. Consolidated gross profit was $38.9 million, or 30.7% of consolidated net sales, in the third quarter, in line with the prior year period gross profit of $39.0 million, or 30.4%. The third quarter gross profit is a sequential increase from the $33.7 million, or 26.7%, reported in the immediately preceding quarter. The sequential improvement is primarily due to a more favorable sales mix and production efficiencies, as well as the inclusion of the incremental NG-911 services revenue discussed above in which most of the expenses were previously incurred. Consolidated operating loss was $1.5 million in the third quarter, compared to an operating loss of $3.5 million in the prior year period. Operating loss improvement from the prior year period is primarily the result of cost reduction initiatives which have reduced operating expenses. Operating loss in the third quarter significantly improved from the $10.3 million operating loss reported in the second quarter. The sequential improvement in the more recent quarter is due to the above improvements in gross profit and the benefit of cost reduction initiatives, lowering the Company's overall operating expenses. Operating loss in the more recent period includes, among other things: $5.0 million of amortization of intangibles; $4.3 million of restructuring costs (mainly at the parent level); $1.2 million of amortization of stock-based compensation; and $0.8 million of CEO transition costs. Consolidated net loss attributable to common shareholders was $14.5 million in the third quarter, compared to net loss attributable to common shareholders of $1.0 million in the prior year period and net loss attributable to common shareholders of $22.4 million in the immediately preceding quarter. In addition to those items discussed above, and as more fully discussed in the Company's SEC filings, net loss attributable to common shareholders in the more recent period was impacted by higher interest expense, changes in the estimated fair values of derivatives and warrants, the write-off of deferred financing costs and debt discounts and accrued dividends related to the Company's Convertible Preferred Stock. Consolidated Adjusted EBITDA (a non-GAAP measure) was $12.6 million in the third quarter, compared to Adjusted EBITDA of $11.9 million in the prior year period and Adjusted EBITDA of $2.9 million in the immediately preceding quarter. The improvements in Adjusted EBITDA are due to the factors and initiatives described above. Consolidated net bookings were $71.0 million in the third quarter, a decrease of 30.2% and 10.5%, respectively, compared to the prior year period and immediately preceding quarter. The book-to-bill ratio in the more recent quarter was 0.56x. Consolidated net bookings reflect a $36.4 million debooking related to the low margin U.S. Army GFSR contract that was protested by and ultimately awarded to the incumbent in May 2025; gross bookings for the third quarter, excluding such debooking, were $107.4 million, an increase of 5.6% and 35.3%, respectively, compared to the prior year period and immediately preceding quarter, representing a quarterly book-to-bill ratio of 0.85x. The reduction in bookings reflects, in part, a more focused product positioning and sales approach. Consolidated backlog was $708.1 million as of April 30, 2025, compared to $763.8 million as of January 31, 2025 and $798.9 million as of July 31, 2024. Revenue visibility, measured as the sum of funded backlog and the total unfunded value of certain multi-year contracts, was approximately $1.2 billion at the end of the third quarter. GAAP cash flows from operations were $2.3 million in the third quarter, an improvement from both the prior year period's cash outflows of $3.8 million and the prior quarter's cash outflows of $0.2 million, and are due primarily to the combination of the improvements in GAAP operating performance, as described above, together with improved working capital management which includes progress toward completion of contracts that are accounted for over time (that previously led to high levels of unbilled accounts receivable), including related shipments, billings and collections from customers. Satellite and Space Communications ("S&S") Segment Commentary S&S net sales were $67.6 million in the third quarter, a decrease of 5.3% compared to the prior year period and 8.3% sequentially from last quarter. Compared to the prior year period, S&S experienced lower net sales of troposcatter solutions to the U.S. Marine Corps and U.S. Army as those two contracts wind down as anticipated, offset in part by higher net sales of SATCOM solutions (including VSAT and similar equipment sales to the U.S. Army and satellite ground infrastructure solutions). Sequentially, S&S experienced lower net sales of troposcatter solutions to the U.S. Marine Corps and U.S. Army, offset in part by higher net sales of SATCOM solutions (primarily satellite ground infrastructure solutions). The S&S segment is executing on initiatives to grow sales of next generation products, improve gross margins and reduce operating expenses. With recent strategic wins in digital satellite communication infrastructure, resilient communications programs and multi-orbit connectivity, the S&S segment is capitalizing on its differentiated technologies and extensive customer relationships to develop new vectors for growth. As part of the Company's commitment to improve operational discipline, Steve Black recently joined the S&S leadership team from General Dynamics as the new segment Chief Operating Officer reporting to Daniel Gizinski. S&S operating income was $2.7 million in the third quarter, compared to operating income of $2.8 million in the prior year period and $1.2 million in the immediately preceding quarter. S&S operating income in the third quarter was impacted by $0.9 million of restructuring costs, compared to $0.6 million and $1.4 million, respectively, in the prior year period and immediately preceding quarter. The sequential increase in quarterly operating income primarily reflects lower selling, general and administrative expenses (due to cost reduction actions), partially offset by lower net sales and gross profit. These cost reductions represent the results of actions that have been implemented to rationalize product lines and streamline the organization, which in addition to generating cost savings, have helped to improve accountability at the site level and enhance focus on priority products, production and customer commitments. S&S net income was $2.9 million for the third quarter, compared to a net income of $1.8 million in the prior year period and $1.6 million in the immediately preceding quarter. S&S Adjusted EBITDA was $5.7 million in the third quarter, compared to Adjusted EBITDA of $7.2 million in the prior year period and $4.7 million in the immediately preceding quarter. Compared to the prior year period, Adjusted EBITDA reflects lower net sales and gross profit (both in dollars and as a percentage of related segment net sales), offset in part by lower selling, general and administrative expenses and research and development expenses. The sequential increase in Adjusted EBITDA primarily reflects lower selling, general and administrative expenses, offset in part by lower net sales and gross profit. S&S book-to-bill ratio for the third quarter was 0.26x. Excluding the aforementioned $36.4 million debooking associated with the U.S. Army GFSR contract, the segment's book-to-bill ratio was 0.80x. This ratio compares to 0.85x in the prior year period and 0.64x in the second quarter. The reduction in bookings reflects, in part, a more focused product positioning and sales approach. Key S&S contract awards and product milestones during the third quarter included: Completed initial deliveries of next generation VSAT systems to a strategically significant allied Navy partner, an important step for a comprehensive fleet modernization program that includes ships, submarines and ground-based stations – deliveries are expected to continue over a two-year period; $8.5 million in aggregate orders from three commercial customers for high-power amplifiers and frequency converters for use in airborne related applications; Incremental funding of approximately $6.8 million for continued, ongoing training and support of complex cybersecurity operations for U.S. government customers; Additional funding of approximately $5.8 million from a major U.S. prime contractor in support of NASA's Orion Production and Operations Contract ("OPOC"), commonly known as the Artemis project; Approximately $5.0 million in funded orders from a long-time international customer for the procurement of ongoing maintenance and support services related to long-range missile and rocket launch tracking systems; and In excess of $3.6 million in funded orders calling for the supply of VSAT equipment and related services for the U.S. Army. Terrestrial & Wireless Networks ("T&W") Segment Commentary T&W net sales were $59.2 million in the third quarter, an increase of 4.6% and 12.0%, respectively, compared to the prior year period and immediately preceding quarter. Compared to the prior year period, as well as sequentially, T&W experienced higher net sales of next-generation 911 ("NG-911") services and location-based solutions, offset in part by lower net sales of call handling solutions. Third quarter net sales and gross profit benefited from approximately $3.0 million of incremental NG-911 services revenue due to reaching an agreement with a statewide customer to retroactively invoice for certain recurring services provided in the past. Key growth drivers for the T&W segment are expected to include customer upgrades to next-generation core services, new cloud-based emergency response products and increasing interest from international carriers for 5G location technologies. T&W operating income was $8.4 million in the third quarter, compared to operating income of $5.7 million in the prior year period and operating income of $3.4 million in the immediately preceding quarter. Compared to the prior year period, as well as sequentially, the increase in quarterly operating income primarily reflects higher net sales and gross profit, both in dollars and as a percentage of related segment net sales and including the NG-911 services revenue discussed above in which most of the expenses were previously incurred, offset in part by higher selling, general and administrative expenses and research and development expenses. T&W net income was $8.6 million in the third quarter, compared to net income of $5.3 million in the prior year period and $3.4 million in the immediately preceding quarter. T&W Adjusted EBITDA was $13.9 million in the third quarter, compared to Adjusted EBITDA of $11.3 million in the prior year period and $8.9 million in the immediately preceding quarter. Compared to the prior year period, as well as sequentially, Adjusted EBITDA reflects those factors discussed above. T&W book-to-bill ratio in the third quarter was 0.91x, compared to 0.72x in the prior year period and 0.61x in the second quarter. Key T&W contract awards and product milestones during the third quarter included: A new contract, valued at over $27.0 million during the initial five-year term, for statewide NG-911 services for a Southeastern state; Various funded orders totaling $9.0 million for wireless location-based messaging services; Over $2.5 million of initial funding from a new international customer for location-based messaging services; More than $2.5 million of incremental funding for an existing NG-911 customer in a Midwestern state; Various funded orders, aggregating $1.4 million, primarily for location and maintenance and support services for a large wireless carrier in the U.S.; and Additional funding from a Mid-Atlantic state for ancillary network and call handling services. Additionally, T&W announced that it is nearing the completion of the development of its latest NG-911 call handling solution, which features a new architecture leveraging cloud and AI capabilities and designed to serve first responders in the U.S., Canada and Australia even better. The Company anticipates launching its revolutionary new product at this year's upcoming National Emergency Number Association ("NENA") conference. Cost-Savings and Profit Improvement Initiatives Comtech continues to execute on its transformation plan which includes a thorough review of processes, product lines, staffing levels and cost structures to implement actions to reduce costs, enable a more efficient and effective organization and improve the Company's cash conversion cycle. Comtech has ceased manufacturing operations in the U.K. More than 70 products within the S&S segment have been discontinued, and the Company is completing the final deliveries of outstanding orders for these discontinued products over the next few months. Further, the Company has reduced its global workforce by approximately 15% since July 31, 2024, which represents approximately $33.0 million in annualized labor costs. Over the course of the nine months ended April 30, 2025, severance associated with such actions approximated $2.7 million (primarily within selling, general and administrative expenses). The Company continues to evaluate additional opportunities to improve operational efficiency, reduce costs and improve profitability. While the Company continues to invest in R&D, it is obtaining customer funding for research and development to adapt its products to specialized customer requirements. During the third quarter, customers reimbursed the Company $5.9 million in connection with R&D efforts. Such amount is in addition to the $4.4 million of Comtech funded R&D reported in the third quarter of fiscal 2025. This customer-funded R&D not only offsets the Company's expenditures, but helps to ensure that R&D expenditures are aligned with customer and market demand. Capital Structure and Liquidity As previously disclosed on March 3, 2025, the Company amended its Credit Facility and Subordinated Credit Facility to, among other things, waive existing breaches under the facilities, and suspend testing of the Net Leverage Ratio and Fixed Charge Coverage Ratio covenants until the quarter ending on October 31, 2025. As of June 6, 2025, Comtech's available sources of liquidity approximate $27.3 million, consisting of qualified cash and cash equivalents and the remaining available portion of the committed Revolver Loan. At both April 30, 2025 and June 6, 2025, total outstanding borrowings under the Credit Facility were $168.0 million, including $23.4 million drawn on the Revolver Loan. As of April 30, 2025, total outstanding borrowings under the Amended Subordinated Credit Facility were $65.0 million (excluding accreted interest and make whole adjustments), and the liquidation preference of the Company's outstanding convertible preferred stock was $199.7 million (excluding potential increases in the liquidation preference and other obligations that could be triggered by, among other things, breaches of covenants, asset sales and/or change in control of the Company). Conference Call and Webcast Information Comtech will host a conference call with investors and analysts on Monday, June 9, 2025 at 5:00 pm Eastern Time. A live webcast of the conference call will be accessible on the Investor Relations section of Comtech's website at Alternatively, investors can access the conference call by dialing (800) 225-9448 (primary) or (203) 518-9708 (alternate) and using the conference I.D. of "Comtech." A replay will be available through Monday, June 23, 2025, by dialing (800) 934-2123 or (402) 220-1137. About Comtech Comtech Telecommunications Corp. is a leading provider of satellite and space communications technologies; terrestrial and wireless network solutions; Next Generation 911 ("NG-911") and emergency services; and cloud native capabilities to commercial and government customers around the world. Through its culture of innovation and employee empowerment, Comtech leverages its global presence and decades of technology leadership and experience to create some of the world's most innovative solutions for mission-critical communications. For more information, please visit Cautionary Note Regarding Forward-Looking Statements Certain information in this press release contains, and oral statements made by the Company's representatives from time to time may contain, forward-looking statements. Forward-looking statements can be identified by words such as: "anticipate," "believe," "continue," "could," "estimate," "expect," "future," "goal," "outlook," "intend," "likely," "may," "plan," "potential," "predict," "project," "seek," "should," "strategy," "target," "will," "would," and similar references to future periods. Forward-looking statements include, among others, statements regarding expectations for its strategic alternatives process, expectations for further portfolio-shaping opportunities, expectations for other operational initiatives, the intended use of proceeds from the Credit Facility and Amended Subordinated Credit Facility, expectations for completing further financing initiatives, future performance and financial condition, plans to address its ability to continue as a going concern, the plans and objectives of management and 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 its control which may cause actual results, future performance and financial condition, and achievement of plans and objectives of management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or the Company's good faith belief with respect to future events, and is subject to risks and uncertainties that are difficult to predict and many of which are outside of the Company's control. Factors that could cause actual results to differ materially from current expectations include, among other things: the outcome and effectiveness of the aforementioned strategic alternatives process, further portfolio-shaping opportunities, other operational initiatives, and the completion of further financing activities; its ability to access capital and liquidity so that the Company is able to continue as a going concern; its ability to implement changes in executive leadership; the possibility that the expected synergies and benefits from strategic activities will not be fully realized, or will not be realized within the anticipated time periods; the risk that acquired businesses will not be integrated successfully; impacts from, and uncertainties regarding, future actions that may be taken by activist stockholders; the possibility of disruption from acquisitions or dispositions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that the Company will be unsuccessful in implementing a tactical shift in its Satellite and Space Communications segment away from bidding on large commodity service contracts and toward pursuing contracts for niche products and solutions with higher margins; the nature and timing of receipt of, and 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; new product announcements and enhancements; changing customer demands and/or procurement strategies and ability to scale opportunities and deliver solutions to current and prospective customers; changes and uncertainty in prevailing economic and political conditions (including financial and capital market conditions), including as a result of Russia's military incursion into Ukraine, the Israel-Hamas war and attacks in the Red Sea region or any tariff, trade restrictions or similar matters; changes in the price of oil in global markets; changes in prevailing interest rates and foreign currency exchange rates; risks associated with legal proceedings, customer claims for indemnification, and other similar matters; risks associated with obligations under its credit facilities; risks associated with large contracts; risks associated with supply chain disruptions; and other factors described in this and other Company filings with the Securities and Exchange Commission. However, the risks described above are not the only risks that the Company faces. Additional risks and uncertainties, not currently known to the Company or that do not currently appear to be material, may also materially adversely affect its business, financial condition and/or operating results in the future. The Company describe risks and uncertainties that could cause actual results and events to differ materially in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk" sections of its SEC filings. The Company does not intend to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law. Appendix: Condensed Consolidated Statements of Operations (Unaudited) Condensed Consolidated Balance Sheets (Unaudited) Use of Non-GAAP Financial Measures COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited) (Unaudited) Three months ended April 30, Nine months ended April 30, 2025 2024 2025 2024 Net sales $ 126,787,000 128,076,000 $ 369,161,000 414,212,000 Cost of sales 87,842,000 89,122,000 281,960,000 284,178,000 Gross profit 38,945,000 38,954,000 87,201,000 130,034,000 Expenses: Selling, general and administrative 30,203,000 28,697,000 115,679,000 91,699,000 Research and development 4,425,000 5,746,000 12,492,000 20,401,000 Amortization of intangibles 5,044,000 5,289,000 16,680,000 15,866,000 Impairment of long-lived assets, including goodwill — — 79,555,000 — Proxy solicitation costs — — 2,682,000 — CEO transition costs 805,000 2,492,000 1,072,000 2,492,000 Loss (gain) on business divestiture, net — 200,000 — (2,013,000 ) 40,477,000 42,424,000 228,160,000 128,445,000 Operating (loss) income (1,532,000 ) (3,470,000 ) (140,959,000 ) 1,589,000 Other expenses (income): Interest expense 12,907,000 5,146,000 33,447,000 15,343,000 Interest (income) and other (509,000 ) 409,000 — 1,246,000 Write-off of deferred financing costs and debt discounts 3,479,000 — 4,891,000 — Change in fair value of warrants and derivatives (49,542,000 ) (6,439,000 ) (15,450,000 ) (6,439,000 ) Income (loss) before (benefit from) provision for income taxes 32,133,000 (2,586,000 ) (163,847,000 ) (8,561,000 ) (Benefit from) provision for income taxes (1,801,000 ) (5,381,000 ) (635,000 ) 639,000 Net income (loss) $ 33,934,000 2,795,000 $ (163,212,000 ) (9,200,000 ) Gain (loss) on extinguishment of convertible preferred stock — — 51,179,000 (13,640,000 ) Adjustments to reflect redemption value of convertible preferred stock: Convertible preferred stock issuance costs — (76,000 ) — (4,349,000 ) Dividends on convertible preferred stock (48,405,000 ) (3,759,000 ) (80,656,000 ) (7,643,000 ) Net loss attributable to common stockholders $ (14,471,000 ) (1,040,000 ) $ (192,689,000 ) (34,832,000 ) Net loss per common share: Basic $ (0.49 ) (0.04 ) $ (6.56 ) (1.21 ) Diluted $ (0.49 ) (0.04 ) $ (6.56 ) (1.21 ) Weighted average number of common shares outstanding – basic 29,399,000 28,854,000 29,395,000 28,753,000 Weighted average number of common and common equivalent shares outstanding – diluted 29,399,000 28,854,000 29,395,000 28,753,000 COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) April 30, 2025 July 31, 2024 Assets Current assets: Cash and cash equivalents $ 28,434,000 32,433,000 Accounts receivable, net 151,472,000 195,595,000 Inventories, net 77,691,000 93,136,000 Prepaid expenses and other current assets 17,063,000 15,387,000 Total current assets 274,660,000 336,551,000 Property, plant and equipment, net 44,462,000 47,328,000 Operating lease right-of-use assets, net 31,177,000 31,590,000 Goodwill 204,625,000 284,180,000 Intangibles with finite lives, net 178,148,000 194,828,000 Deferred financing costs, net 1,850,000 3,251,000 Other assets, net 16,222,000 14,706,000 Total assets $ 751,144,000 912,434,000 Liabilities, Convertible Preferred Stock and Stockholders' Equity Current liabilities: Accounts payable $ 27,188,000 42,477,000 Accrued expenses and other current liabilities 59,162,000 62,245,000 Current portion of credit facility, net 148,882,000 4,050,000 Current portion of subordinated credit facility, net 65,471,000 — Operating lease liabilities, current 7,589,000 7,869,000 Contract liabilities 64,386,000 65,834,000 Interest payable 5,000 1,072,000 Total current liabilities 372,683,000 183,547,000 Non-current portion of credit facility, net — 173,527,000 Operating lease liabilities, non-current 29,581,000 30,258,000 Income taxes payable, non-current 1,866,000 2,231,000 Deferred tax liability, net 5,763,000 6,193,000 Long-term contract liabilities 20,186,000 21,035,000 Warrant and derivative liabilities 31,564,000 5,254,000 Other liabilities 3,996,000 4,060,000 Total liabilities 465,639,000 426,105,000 Commitments and contingencies Convertible preferred stock, par value $0.10 per share; authorized and issued 178,181 shares at April 30, 2025 (redemption value of $199,661,000 which includes accrued dividends of $1,486,000) and authorized and issued 171,827 shares at July 31, 2024 (redemption value of $180,076,000, which includes accrued dividends of $1,341,000) 170,072,000 180,076,000 Stockholders' equity: Preferred stock, par value $0.10 per share; authorized and unissued 1,821,819 and 1,828,173 shares at April 30, 2025 and July 31, 2024, respectively — — Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 44,395,660 and 43,766,109 shares at April 30, 2025 and July 31, 2024, respectively 4,440,000 4,377,000 Additional paid-in capital 567,647,000 640,145,000 Retained (deficit) earnings (14,805,000 ) 103,580,000 557,282,000 748,102,000 Less: Treasury stock, at cost (15,033,317 shares at April 30, 2025 and July 31, 2024) (441,849,000 ) (441,849,000 ) Total stockholders' equity 115,433,000 306,253,000 Total liabilities, convertible preferred stock and stockholders' equity $ 751,144,000 912,434,000 Use of Non-GAAP Financial Measures To provide investors with additional information regarding the Company's financial results, this release contains "Non-GAAP financial measures" under the rules of the SEC. The Company's Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before interest, income taxes, depreciation, amortization of intangibles, impairment of long-lived assets, including goodwill, amortization of cost to fulfill assets, amortization of stock-based compensation, CEO transition costs, change in fair value of warrants and derivatives, proxy solicitation costs, restructuring costs (non-inventory related), strategic emerging technology costs (for next-generation satellite technology), and write-off of deferred financing costs and debt discounts, and in the recent past, acquisition plan expenses, change in fair value of the convertible preferred stock purchase option liability, COVID-19 related costs, facility exit costs, strategic alternatives expenses and other and loss on business divestiture. These items, while periodically affecting its results, may vary significantly from period to period and may have a disproportionate effect in a given period, thereby affecting the comparability of results. Although closely aligned, the Company's definition of Adjusted EBITDA is different than EBITDA (as such term is defined in its 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. Adjusted EBITDA is also a measure frequently requested by its investors and analysts. The Company believes that investors and analysts may use Adjusted EBITDA, along with other information contained in its SEC filings, including GAAP measures, in assessing performance and comparability of results with other companies. Non-GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described herein and also excludes the effects of the Company's outstanding convertible preferred stock. These Non-GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct its business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared in accordance with GAAP. These measures are adjusted as described in the reconciliation of GAAP to Non-GAAP measures in the tables presented herein, but these adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non-recurring. Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP. Investors are advised to carefully review the GAAP financial results that are disclosed in the Company's SEC filings. As the Company has not provided future financial targets, there is no need to reconcile its business outlook to the most directly comparable GAAP measures. Furthermore, even if targets had been provided, items such as stock-based compensation, adjustments to the provision for income taxes, amortization of intangibles and interest expense, which are specific items that impact these measures, have not yet occurred, are out of the Company's control, or cannot be predicted. For example, quantification of stock-based compensation expense requires inputs such as the number of shares granted and market price that are not currently ascertainable. Accordingly, reconciliations to the Non-GAAP forward looking metrics would not be available without unreasonable effort and such unavailable reconciling items could significantly impact the Company's financial results. Three months ended April 30, Nine months ended April 30, Fiscal Year 2025 2024 2025 2024 2024 Reconciliation of GAAP Net Loss to Adjusted EBITDA: Net income (loss) $ 33,934,000 $ 2,795,000 $ (163,212,000 ) $ (9,200,000 ) $ (99,985,000 ) (Benefit from) provision for income taxes (1,801,000 ) (5,381,000 ) (635,000 ) 639,000 (295,000 ) Interest expense 12,907,000 5,146,000 33,447,000 15,343,000 22,153,000 Interest (income) and other (509,000 ) 409,000 — 1,246,000 678,000 Write-off of deferred financing costs and debt discounts 3,479,000 — 4,891,000 — 1,832,000 Change in fair value of warrants and derivatives (49,542,000 ) (6,439,000 ) (15,450,000 ) (6,439,000 ) (4,273,000 ) Amortization of stock-based compensation 1,195,000 404,000 2,520,000 5,238,000 6,096,000 Amortization of intangibles 5,044,000 5,289,000 16,680,000 15,866,000 21,154,000 Depreciation 2,726,000 3,121,000 8,400,000 9,073,000 12,159,000 Impairment of long-lived assets, including goodwill — — 79,555,000 — 64,525,000 Amortization of cost to fulfill assets — 240,000 261,000 720,000 960,000 Restructuring costs (non-inventory related) 4,338,000 2,755,000 14,222,000 9,197,000 12,470,000 Strategic emerging technology costs — 880,000 280,000 3,228,000 4,110,000 Proxy solicitation costs — — 2,682,000 — — CEO transition costs 805,000 2,492,000 1,072,000 2,492,000 2,916,000 Loss (gain) on business divestiture, net — 200,000 — (2,013,000 ) 1,199,000 Adjusted EBITDA $ 12,576,000 $ 11,911,000 $ (15,287,000 ) $ 45,390,000 $ 45,699,000 Reconciliations of GAAP consolidated operating income (loss), net income (loss) attributable to common stockholders and net income (loss) per diluted common share to the corresponding Non-GAAP measures are shown in the tables below (numbers and per share amounts in the tables may not foot due to rounding). Non-GAAP net income (loss) attributable to common stockholders and Non-GAAP net income (loss) per diluted common share reflect Non-GAAP provisions for income taxes based on year-to-date results, as adjusted for the Non-GAAP reconciling items included in the tables below. The Company evaluates its Non-GAAP effective income tax rate on an ongoing basis, and it can change from time to time. The Company's Non-GAAP effective income tax rate can differ materially from its GAAP effective income tax rate. April 30, 2025 Three months ended Nine months ended Operating(Loss)Income Net LossAttributableto CommonStockholders Net LossperDilutedCommonShare* OperatingLoss Net LossAttributableto CommonStockholders Net LossperDilutedCommonShare* Reconciliation of GAAP to Non-GAAP Earnings: GAAP measures, as reported $ (1,532,000 ) $ (14,471,000 ) $ (0.49 ) $ (140,959,000 ) $ (192,689,000 ) $ (6.56 ) Adjustments to reflect redemption value of convertible preferred stock — 48,405,000 1.65 — 80,656,000 2.74 Change in fair value of warrants and derivatives — (49,542,000 ) (1.68 ) — (15,450,000 ) (0.53 ) Gain on extinguishment of convertible preferred stock — — — — (51,179,000 ) (1.74 ) Impairment of long-lived assets, including goodwill — — — 79,555,000 79,555,000 2.71 Amortization of intangibles 5,044,000 4,807,000 0.16 16,680,000 15,968,000 0.54 Restructuring costs (non-inventory related) 4,338,000 4,061,000 0.14 14,222,000 13,582,000 0.46 Proxy solicitation costs — — — 2,682,000 2,523,000 0.09 Amortization of stock-based compensation 1,195,000 1,195,000 0.04 2,520,000 2,401,000 0.08 CEO transition costs 805,000 749,000 0.02 1,072,000 1,041,000 0.04 Strategic emerging technology costs — — — 280,000 266,000 0.01 Amortization of cost to fulfill assets — — — 261,000 261,000 0.01 Net discrete tax benefit — (442,000 ) (0.02 ) — (374,000 ) (0.01 ) Non-GAAP measures $ 9,850,000 $ (5,238,000 ) $ (0.18 ) $ (23,687,000 ) $ (63,439,000 ) $ (2.16 ) April 30, 2024 Three months ended Nine months ended Operating(Loss)Income Net (Loss)IncomeAttributableto CommonStockholders Net (Loss)IncomeperDilutedCommonShare* OperatingIncome Net (Loss)IncomeAttributableto CommonStockholders Net (Loss)IncomeperDilutedCommonShare* Reconciliation of GAAP to Non-GAAP Earnings: GAAP measures, as reported $ (3,470,000 ) $ (1,040,000 ) $ (0.04 ) $ 1,589,000 $ (34,832,000 ) $ (1.21 ) Loss on extinguishment of convertible preferred stock — — — — 13,640,000 0.47 Adjustments to reflect redemption value of convertible preferred stock — 3,835,000 0.13 — 11,992,000 0.41 Change in fair value of warrants and derivatives — (6,439,000 ) (0.22 ) — (6,439,000 ) (0.22 ) Amortization of intangibles 5,289,000 4,098,000 0.14 15,866,000 12,292,000 0.42 Restructuring costs 2,755,000 2,121,000 0.07 9,197,000 7,075,000 0.24 Amortization of stock-based compensation 404,000 323,000 0.01 5,238,000 4,089,000 0.14 Strategic emerging technology costs 880,000 678,000 0.02 3,228,000 2,486,000 0.09 CEO transition costs 2,492,000 1,919,000 0.07 2,492,000 1,919,000 0.07 Amortization of cost to fulfill assets 240,000 240,000 0.01 720,000 720,000 0.02 Loss (gain) on business divestiture, net 200,000 200,000 0.01 (2,013,000 ) (1,247,000 ) (0.04 ) Net discrete tax (benefit) expense — (229,000 ) (0.01 ) — 768,000 0.03 Non-GAAP measures $ 8,790,000 $ 5,706,000 $ 0.20 $ 36,317,000 $ 12,463,000 $ 0.43 Fiscal Year 2024 Operating(Loss)Income Net (Loss)IncomeAttributable toCommonStockholders Net (Loss)Incomeper DilutedCommonShare* Reconciliation of GAAP to Non-GAAP Earnings: GAAP measures, as reported $ (79,890,000 ) $ (135,440,000 ) $ (4.70 ) Loss on extinguishment of convertible preferred stock — 19,555,000 0.68 Adjustments to reflect redemption value of convertible preferred stock — 15,900,000 0.55 Change in fair value of warrants and derivatives — (4,273,000 ) (0.15 ) Impairment of long-lived assets, including goodwill 64,525,000 63,800,000 2.21 Amortization of intangibles 21,154,000 16,389,000 0.57 Restructuring costs 12,470,000 9,736,000 0.34 Amortization of stock-based compensation 6,096,000 4,797,000 0.17 Strategic emerging technology costs 4,110,000 3,795,000 0.13 CEO transition costs 2,916,000 2,245,000 0.08 Loss on business divestiture 1,199,000 1,199,000 0.04 Amortization of cost to fulfill assets 960,000 960,000 0.03 Net discrete tax expense — 4,136,000 0.14 Non-GAAP measures $ 33,540,000 $ 2,799,000 $ 0.10 * Per share amounts may not foot due to rounding. In addition, due to the GAAP net loss for the period, Non-GAAP EPS for the three and nine months ended April 30, 2024 and fiscal 2024 was computed using weighted average diluted shares outstanding of 28,936,000, 28,948,000 and 29,132,000, during the respective period. ECMTL View source version on Contacts Investor Relations Contact Maria Media Contacts Jamie Longacre Square Partnerscomtech@

Calavo Growers, Inc. Announces Second Quarter and Six-Month Period Ended April 30, 2025 Financial Results
Calavo Growers, Inc. Announces Second Quarter and Six-Month Period Ended April 30, 2025 Financial Results

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Calavo Growers, Inc. Announces Second Quarter and Six-Month Period Ended April 30, 2025 Financial Results

SANTA PAULA, Calif., June 09, 2025 (GLOBE NEWSWIRE) -- Calavo Growers, Inc. (Nasdaq-GS: CVGW), a global leader in sourcing, packing and distribution of fresh avocados, tomatoes, papayas and processing of guacamole and other avocado products, today reported its financial results for the second fiscal quarter and six-month period ended April 30, 2025. Second Quarter Financial Overview Total net sales were $190.5 million, a 3.3% increase from the prior year quarter. Fresh segment sales were $174.7 million, a 4.7% increase from the prior year quarter. Prepared segment sales were $15.9 million, a 9.9% decrease from the prior year quarter. Gross profit was $18.1 million, an 11.9% decrease from the prior year quarter. Fresh segment gross profit was $14.1 million, a 13.4% decrease from the prior year quarter. Prepared segment gross profit was $4.0 million, a 6.3% decrease from the prior year quarter. Selling, general, and administrative (SG&A) expenses were $10.3 million, a 20.9% decrease from the prior year quarter. Net income from continuing operations attributable to Calavo Growers, Inc. was $6.9 million, or $0.38 per diluted share, compared to $6.1 million, or $0.34 per diluted share, in the prior year quarter. Adjusted net income was $7.1 million, or $0.40 per diluted share, compared to $9.1 million, or $0.51 per diluted share, in the prior year quarter. Adjusted EBITDA was $11.4 million, compared to $13.8 million in the prior year quarter. Adjusted net income (loss), adjusted net income (loss) per diluted share, and adjusted EBITDA are non-GAAP financial measures. See 'Non-GAAP Financial Measures' below. Second Quarter Highlights for Continuing Operations Fresh segment growth was primarily supported by significantly higher average avocado pricing, which more than offset a year-over-year decline in volume. Prepared segment net sales decreased primarily due to a decline in sales volume. Gross profit per carton improved overall, driven primarily by stronger avocado margins, despite a $0.9 million negative impact from tariffs levied primarily on United States-Mexico-Canada Agreement (USMCA)-compliant goods sourced from Mexico for the three days they were in effect during March 2025, during the quarter. Total gross profit declined, however, mainly due to lower volumes in both avocados and tomatoes. SG&A expenses declined primarily due to reduced professional fees, as well as lower headcount and lower severance costs in the current period. The Board of Directors declared a quarterly cash dividend of $0.20 per share to be paid on July 30, 2025 to shareholders of record on June 30, 2025. Six-Month Period Ended April 30, 2025 Financial Overview Total net sales were $344.9 million, a 10.6% increase from the prior year period. Fresh segment sales were $314.4 million, a 12.4% increase from the prior year period. Prepared segment sales were $30.5 million, a 5.4% decrease from the prior year period. Gross profit was $33.8 million, an 8.0% increase from the prior year period. Fresh segment gross profit was $26.2 million, a 15.6% increase from the prior year period. Prepared segment gross profit was $7.6 million, a 11.7% decrease from the prior year period. Selling general and administrative expenses were $20.6 million, a 22.3% decrease from the prior year period. Net income from continuing operations attributable to Calavo Growers, Inc. was $11.3 million, or $0.63 per diluted share, compared to a loss of $0.2 million, or $(0.01) per diluted share, in the prior year period. Adjusted net income rose to $13.1 million, or $0.73 per diluted share, compared to $7.7 million, or $0.43 per diluted share. Adjusted EBITDA was $20.7 million, compared to $16.9 million in the prior year period. Highlights for the Six-Month Period Ended April 30, 2025 Fresh segment growth was driven by favorable pricing that more than offset lower avocado volume, despite a $0.9 million negative impact from tariffs described above, primarily related to avocados sourced from Mexico, during the quarter. Prepared segment sales declines were driven by decreases in volume and average selling price. Overall gross profit expansion was driven by improved gross profit per carton in the Fresh segment. Prepared segment gross profit declined primarily due to both lower sales volume and higher fruit costs. Selling general and administrative expenses declined primarily due to reduced professional fees, as well as lower headcount and lower severance costs in the current period. Management Commentary 'Our second fiscal quarter performance reflects the strength of our commercial strategy and disciplined operational execution amid continued volatility in the avocado market. Revenue grew year-over-year, driven by strong pricing performance,' said Lee Cole, President and Chief Executive Officer of Calavo Growers, Inc. Gross profit per avocado carton improved year-over-year, reflecting our disciplined pricing strategy and strong supply chain execution. Total gross profit declined, however, largely due to lower volumes in both tomatoes and avocados. The most pronounced year-over-year impact came from our tomato business, where gross profit declined sharply due to a substantial decrease in average selling price and volume. This was primarily the result of adverse weather in the Northeast and Midwest, which significantly dampened U.S. demand, coupled with abundant domestic supply that pressured pricing and reduced the need for imported product. In avocados, reduced volume stemmed from a combination of elevated prices, driven primarily by constrained supply out of Mexico, and USDA inspection delays. Cold weather in February and trade policy uncertainty in March further affected demand patterns. Looking ahead, we anticipate strong momentum in our Prepared segment during the second half of the year, supported by volume growth from new customer wins and expanded programs with existing accounts. While segment results declined year-over-year in the first half, we believe current initiatives will drive meaningful contribution growth beginning in the third quarter. We also expect continued strength from the California avocado season and remain confident in our ability to maintain pricing power while expanding customer reach. Our fundamentals are solid, our teams are aligned, and we're excited about the opportunities ahead. Second Quarter 2025 Consolidated Financial Review for Continuing Operations Total net sales for the second quarter of 2025 were $190.5 million, compared to $184.4 million for the second quarter of 2024, representing a 3.3% increase. Fresh segment sales increased $7.9 million, or 4.7%, driven primarily by a 40.6% increase in average price per carton, which offset a 16.0% decline in volume. Prepared segment sales decreased $1.7 million, or 9.9%, primarily due to a 10.0% decline in volume. Fresh segment gross profit declined year-over-year, primarily reflecting lower avocado volumes. While avocado pricing remained strong, reduced tomato sales, primarily due to weaker demand and oversupply, was the primary contributor to the overall decline in segment profit. Tomato performance was impacted by adverse weather in key U.S. markets and elevated domestic supply levels that pressured pricing and reduced import opportunities. Gross profit for the second quarter was $18.1 million, or 9.5% of net sales, compared to $20.5 million and 11.1% of net sales in the same period last year. Fresh segment gross profit declined 13.4% to $14.1 million, primarily reflecting lower avocado volume, while Prepared segment gross profit decreased 6.3% to $4.0 million, primarily driven by lower prepared volume. Selling general and administrative expenses for the second quarter totaled $10.3 million, or 5.4% of net sales, compared to $13.0 million, or 7.1% of net sales in the same period last year, representing a $2.7 million, or 20.9%, reduction. The decrease reflects lower compensation, severance, and professional fees. Six-Month 2025 Consolidated Financial Review for Continuing Operations Total net sales for the six months ended April 30, 2025, were $344.9 million, compared to $312.0 million for the same period in 2024, representing a 10.6% increase. Fresh segment sales increased $34.7 million, or 12.4%, primarily driven by a 35.6% increase in average price per carton, partially offset by a 10.7% decline in volume. Prepared segment sales decreased $1.7 million, or 5.4%, primarily due to a 2.3% decline in volume and a 3.1% decrease in average selling price. Gross profit for the six-month period was $33.8 million, or 9.8% of net sales, compared to $31.3 million and 10.0% of net sales in the same period last year. Fresh segment gross profit increased 15.6% to $26.2 million, primarily supported by favorable avocado pricing and improved cost control. Tomato gross profit, however, decreased reflecting both lower volume and modestly reduced average selling prices. Tomato demand was pressured by adverse weather conditions and abundant domestic supply, which limited import opportunities and compressed margins during the second quarter. Prepared segment gross profit decreased 11.7% to $7.6 million, driven by lower sales volume and compressed margins resulting from higher input costs. Selling, general and administrative expenses for the first half of 2025 totaled $20.6 million, or 6.0% of net sales, compared to $26.5 million, or 8.5% of net sales in the prior year period, representing a $5.9 million, or 22.3%, reduction. The decrease was primarily due to reduced professional fees, as well as headcount and severance costs. Net income from continuing operations attributable to Calavo Growers, Inc for the six-month period was $11.3 million, or $0.63 per diluted share, compared to a loss of $0.2 million, or $(0.01) per diluted share, in the same period last year. Adjusted net income was $13.1 million, or $0.73 per diluted share, compared to $7.7 million, or $0.43 per diluted share, in the prior-year period. Adjusted EBITDA was $20.7 million, compared to $17.2 million in the prior year period. Balance Sheet and LiquidityWe ended the second quarter with cash and cash equivalents of $60.4 million and $119.8 million in available liquidity. We had no borrowings under our credit facility and had total debt of $4.7 million consisting of other long-term obligations and finance leases as of April 30, 2025. Non-GAAP Financial MeasuresThis press release includes non-GAAP measures EBITDA, adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per diluted share, which are not prepared in accordance with U.S. generally accepted accounting principles, or 'GAAP.' EBITDA is defined as net income (loss) from continuing operations attributable to Calavo Growers, Inc. excluding (1) interest income and expense, (2) income tax (benefit) provision, (3) depreciation and amortization and (4) stock-based compensation expense. Adjusted EBITDA is EBITDA with further adjustments for (1) acquisition-related costs, (2) restructuring-related costs, including certain severance costs, (3) certain litigation, internal investigation and other related costs, (4) foreign currency gain (loss) and, (5) asset impairments, (6) impact of discrete tariff or other tax charges that are distortive to results, and (7) one-time items. We believe adjusted EBITDA affords investors a different view of the overall financial performance of the Company than adjusted net income (loss) and the GAAP measure of net income (loss) from continuing operations. The adjustments to calculate EBITDA and adjusted EBITDA are items recognized and recorded under GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. Adjusted net income (loss) is defined as net income (loss) from continuing operations attributable to Calavo Growers, Inc. excluding (1) acquisition-related costs, (2) restructuring-related costs, including certain severance costs, (3) certain litigation, internal investigation and other related costs, (4) foreign currency loss (gain) (5) asset impairments, (6) impact of discrete tariff or other tax charges that are distortive to results, and (7) one-time items. Adjusted net income (loss) and the related measure of adjusted net income (loss) per diluted share exclude certain items that are recognized and recorded under GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. We believe adjusted net income (loss) affords investors a different view of the overall financial performance of the Company than adjusted EBITDA and the GAAP measure of net income (loss) from continuing operations. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in the financial tables below. Items are considered one-time in nature if they are non-recurring, infrequent or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. Non-GAAP information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP. None of these metrics are presented as measures of liquidity. The way the Company measures EBITDA, adjusted EBITDA and adjusted net income (loss) may not be comparable to similarly titled measures presented by other companies and may not be identical to corresponding measures used in Company agreements. About Calavo Growers, Growers, Inc. (Nasdaq: CVGW) is a global leader in the processing and distribution of avocados, tomatoes, papayas and guacamole. Calavo products are sold under the trusted Calavo brand name, proprietary sub-brands, private label and store brands. Founded in 1924, Calavo has a rich culture of innovation, sustainable practices and market growth. The Company serves retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesalers worldwide. Calavo is headquartered in Santa Paula, California, with facilities throughout the U.S. and Mexico. Learn more about The Family of Fresh™ at Safe Harbor StatementThis press release contains statements relating to future events and results of Calavo (including financial projections and business trends) that are 'forward-looking statements,' as defined in the Private Securities Litigation Reform Act of 1995, that involve risks, uncertainties, and assumptions. These statements are based on our current expectations and are not promises or guarantees. If any of the risks or uncertainties materialize or the assumptions prove incorrect, the results of Calavo may differ materially from those expressed or implied by such forward-looking statements and assumptions. The use of words such as 'anticipates,' 'estimates,' 'expects,' 'projects,' 'intends,' 'plans' and 'believes,' among others, generally identify forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including, but not limited to, any projections of revenue, gross profit, expenses, income/(loss) from unconsolidated entities, earnings, earnings per share, tax provisions, cash flows and currency exchange rates; the impact of acquisitions or debt or equity investments or other financial items; any statements of the plans, strategies and objectives of management for future operations, including execution of restructuring and integration (including information technology systems integration) plans; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on Calavo and its financial performance; statements regarding pending internal or external investigations, legal claims or tax disputes; and any statements of expectation or belief; any statements about future risks associated with doing business internationally (including possible restrictive U.S. and foreign governmental actions, such as restrictions on transfers of funds, restrictions as a result of trade protection measures such as import/export/customs duties, tariffs and/or quotas). Risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by the forward-looking statements include, but are not limited to, the following: the ability of our management team to work together successfully; the impact of weather on market conditions; seasonality of our business; sensitivity of our business to changes in market prices of avocados and other agricultural products and other raw materials including fuel, packaging and paper; changes or actions associated with USDA-APHIS and the Mexican Secretary of Agriculture, Secretariat of Agriculture and Rural Development (SADER) phytosanitary regulations (certification regulation for the importation of Hass avocados to the United States); potential disruptions to our supply chain; risks associated with potential future acquisitions, including integration; potential exposure to data breaches and other cyber-attacks on our systems or those of our suppliers or customers; dependence on large customers; dependence on key personnel and access to labor necessary for us to render services; susceptibility to wage inflation; potential for labor disputes; reliance on co-packers for a portion of our production needs; competitive pressures, including from foreign growers; risks of recalls and food-related injuries to our customers; changing consumer preferences; the impact of environmental regulations, including those related to climate change; risks associated with the environment and climate change, especially as they may affect our sources of supply; our ability to develop and transition new products and services and enhance existing products and services to meet customer needs, including but not limited to the new guacamole products referenced in this press release; risks associated with doing business internationally (including possible non-compliance with U.S. and foreign laws applicable to international trade and dealings and possible restrictive U.S. and foreign governmental actions, such as restrictions on transfers of funds and trade protection measures such as import/export/customs duties, tariffs and/or quotas and currency fluctuations); risks associated with receivables from, loans to and/or equity investments in unconsolidated entities; volatility in the value of our common stock; the impact of macroeconomic trends and events; the effects of increased interest rates on our cost of borrowing and consumer purchasing behavior; the resolution of pending internal and external investigations, legal claims and tax disputes, including an assessment imposed by the Mexican Tax Administrative Service (the 'SAT') and our defenses against collection activities commenced by the SAT; and our ability to realize the expected expense savings from the sale of the Fresh Cut business. For further discussion of these risks and uncertainties and other risks and uncertainties that we face, please see the risk factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent updates that may be contained in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are made only as of the date of this press release, and we undertake no obligation to update or revise the forward-looking statements, whether because of new information, future events or otherwise. Investor Contact Jeremy AppleSenior Vice PresidentFinancial Profiles, Inc. calavo@ CALAVO GROWERS, CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands) April 30, October 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 60,361 $ 57,031 Accounts receivable, net of allowances of $3,399 (2025) and $3,624 (2024) 57,603 41,909 Inventories 41,625 34,157 Prepaid expenses and other current assets 9,457 9,976 Advances to suppliers 10,277 14,570 Income taxes receivable 936 936 Total current assets 180,259 158,579 Property, plant, and equipment, net 51,058 54,200 Operating lease right-of-use assets 17,610 18,316 Investments in unconsolidated entities 3,004 2,424 Deferred income tax assets 7,473 7,473 Goodwill 10,211 10,211 Other assets 51,838 49,916 $ 321,453 $ 301,119 Liabilities and shareholders' equity Current liabilities: Payable to growers $ 48,568 $ 18,377 Trade accounts payable 6,808 8,742 Accrued expenses 17,491 28,149 Income tax payable 2,002 2,767 Other current liabilities 11,000 11,000 Current portion of operating leases 3,466 3,296 Current portion of finance leases 836 874 Total current liabilities 90,171 73,205 Long-term liabilities: Long-term portion of operating leases 16,466 17,476 Long-term portion of finance leases 3,873 4,274 Other long-term liabilities 4,384 4,388 Total long-term liabilities 24,723 26,138 Commitments and contingencies Shareholders' equity: Common stock ($0.001 par value, 100,000 shares authorized; 17,841 (2025) and 17,802 (2024) shares issued and outstanding) 18 18 Additional paid-in capital 178,522 177,973 Noncontrolling interest 1,554 1,444 Retained earnings 26,465 22,341 Total shareholders' equity 206,559 201,776 $ 321,453 $ 301,119 CALAVO GROWERS, CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(in thousands, except per share amounts) Three months ended Six months ended April 30, April 30, 2025 2024 2025 2024 Net sales $ 190,546 $ 184,383 $ 344,931 $ 311,989 Cost of sales 172,457 163,845 311,114 280,691 Gross profit 18,089 20,538 33,817 31,298 Selling, general and administrative 10,303 13,020 20,590 26,483 Expenses related to Mexican tax matters 156 202 551 585 Operating income 7,630 7,316 12,676 4,230 Foreign currency (loss) gain 957 (181 ) (5 ) 1,527 Interest income 762 — 1,607 — Interest expense (204 ) (962 ) (417 ) (1,786 ) Other income, net 613 520 725 720 Income before income taxes and net income (loss) from unconsolidated entities 9,758 6,693 14,586 4,691 Income tax expense (2,536 ) (390 ) (3,791 ) (963 ) Net income (loss) from unconsolidated entities (282 ) 204 580 205 Net income from continuing operations 6,940 6,507 11,375 3,933 Net loss from discontinued operations — (408 ) — (4,091 ) Net income (loss) 6,940 6,099 11,375 (158 ) Less: Net income attributable to noncontrolling interest (90 ) (37 ) (110 ) (47 ) Net income (loss) attributable to Calavo Growers, Inc. $ 6,850 $ 6,062 $ 11,265 $ (205 ) Calavo Growers, Inc.'s net income (loss) per share: Basic Continuing Operations $ 0.38 $ 0.36 $ 0.63 $ 0.22 Discontinued Operations $ — $ (0.02 ) $ — $ (0.23 ) Net income (loss) attributable to Calavo Growers, Inc $ 0.38 $ 0.34 $ 0.63 $ (0.01 ) Diluted Continuing Operations $ 0.38 $ 0.36 $ 0.63 $ 0.22 Discontinued Operations $ — $ (0.02 ) $ — $ (0.23 ) Net income (loss) attributable to Calavo Growers, Inc $ 0.38 $ 0.34 $ 0.63 $ (0.01 ) Number of shares used in per share computation: Basic 17,815 17,800 17,841 17,800 Diluted 17,828 17,872 17,903 17,866 CALAVO GROWERS, SALES AND GROSS PROFIT BY BUSINESS SEGMENT (UNAUDITED)(in thousands) Fresh Prepared Total (All amounts are presented in thousands) Three months ended April 30, 2025 Net sales $ 174,661 $ 15,885 $ 190,546 Cost of sales 160,608 11,849 172,457 Gross profit $ 14,053 $ 4,036 $ 18,089 Three months ended April 30, 2024 Net sales $ 166,755 $ 17,628 $ 184,383 Cost of sales 150,525 13,320 163,845 Gross profit $ 16,230 $ 4,308 $ 20,538 Fresh Prepared Total (All amounts are presented in thousands) Six months ended April 30, 2025 Net sales $ 314,456 $ 30,475 $ 344,931 Cost of sales 288,266 22,848 311,114 Gross profit $ 26,190 $ 7,627 $ 33,817 Six months ended April 30, 2024 Net sales $ 279,781 $ 32,208 $ 311,989 Cost of sales 257,121 23,570 280,691 Gross profit $ 22,660 $ 8,638 $ 31,298 CALAVO GROWERS, OF ADJUSTED NET INCOME AND ADJUSTED NET INCOME PER DILUTED SHARE (UNAUDITED)(in thousands, except per share amounts) The following table presents adjusted net income (loss) and adjusted net income (loss) per diluted share, each a non-GAAP measure, and reconciles them to net income (loss) attributable to Calavo Growers, Inc., and Diluted EPS, which are the most directly comparable GAAP measures. During the first quarter of fiscal 2025, we modified our calculation of Adjusted Net Income and Adjusted EBITDA to remove income (loss) from unconsolidated entities from excluded items. Management believes this change enhances comparability with industry peers and provides a clearer representation of our core operating performance. Prior-period amounts have been recast for comparability where applicable. This adjustment does not impact previously reported GAAP financial results. See 'Non-GAAP Financial Measures' earlier in this release. Three months ended April 30, Six months ended April 30, 2025 2024 2025 2024 Net income from continuing operations $ 6,940 $ 6,507 $ 11,375 $ 3,933 Less: Net income attributable to noncontrolling interest (90 ) (37 ) (110 ) (47 ) Net income from continuing operations attributable to Calavo Growers, Inc. 6,850 6,470 11,265 3,886 Non-GAAP adjustments: Restructure costs - consulting, management recruiting and severance (a) — 550 — 1,037 Expenses related to Mexican tax matters (b) 156 202 551 585 Professional fees related to internal investigation and legal settlement and related expenses (c) 248 2,656 925 5,036 Foreign currency loss (gain) (d) (957 ) 181 5 (1,527 ) Tariffs (e) 941 — 941 — Tax impact of adjustments (f) (101 ) (936 ) (630 ) (1,334 ) Adjusted net income from continuing operations $ 7,137 $ 9,123 $ 13,057 $ 7,683 Calavo Growers, Inc.'s continuing operations per share: Diluted EPS from continuing operations (GAAP) $ 0.38 $ 0.34 $ 0.63 $ (0.01 ) Adjusted net income from continuing operations per diluted share $ 0.40 $ 0.51 $ 0.73 $ 0.43 Number of shares used in per share computation: Diluted 17,828 17,872 17,903 17,866 ________________________________(a) For the three months ended April 30, 2024, we incurred $0.6 million in severance and other costs related to the departure of certain members of management. For the six months ended April 30, 2024, we incurred $0.9 million in severance and other costs and $0.1 million in stock-based compensation related to the departure of certain members of management.(b) For the three months ended April 30, 2025 and 2024, we incurred $0.2 million of professional fees related to the Mexican tax matters. For the six months ended April 30, 2025 and 2024, we incurred $0.6 million of professional fees related to the Mexican tax matters.(c) For the three months ended April 30, 2025 and 2024, we incurred $0.2 million and $2.7 million of professional fee expenses related to the FCPA investigation in Mexico. For the six months ended April 30, 2025 and 2024, we incurred $0.9 million and $5.0 million of professional fee expenses related to the FCPA investigation in Mexico.(d) Foreign currency remeasurement gains, net of losses, were $1.0 million and $0 for the three- and six-month periods ended April 30, 2025, compared to a net loss of $0.2 million for the three-month period ended April 30, 2024 and a net gain of $1.5 million for the six-month periods ended April 30, 2024.(e) For the three and six months ended April 30, 2025, we incurred $0.9 million in costs for tariffs that were levied primarily on United States-Mexico-Canada Agreement (USMCA)-compliant goods sourced from Mexico over a three-day period (March 4, 2025 through March 6, 2025) before being lifted. Because of the abrupt and unanticipated nature of this discrete event, we were unable to pass the added cost on to customers and we believe this expense was distortive to our results for the periods ended April 30, 2025. This amount represents only the expense of this discrete 3-day tariff event and does not include other tariffs paid by the Company during the reported periods.(f) Tax impact of non-GAAP adjustments are based on effective year-to-date tax GROWERS, OF EBITDA AND ADJUSTED EBITDA (UNAUDITED)(in thousands) The following table presents EBITDA and adjusted EBITDA, each a non-GAAP measure, and reconciles them to net income (loss) attributable to Calavo Growers, Inc., which is the most directly comparable GAAP measure. During the first quarter of fiscal 2025, we modified our calculation of Adjusted Net Income and Adjusted EBITDA to remove income (loss) from unconsolidated entities from excluded items. Management believes this change enhances comparability with industry peers and provides a clearer representation of our core operating performance. Prior-period amounts have been recast for comparability where applicable. This adjustment does not impact previously reported GAAP financial results. See 'Non-GAAP Financial Measures' earlier in this release. Three months ended April 30, Six months ended April 30, 2025 2024 2025 2024 Net income from continuing operations $ 6,940 $ 6,507 $ 11,375 $ 3,933 Less: Net income attributable to noncontrolling interest (90 ) (37 ) (110 ) (47 ) Net income from continuing operations attributable to Calavo Growers, Inc. 6,850 6,470 11,265 3,886 Interest Income (762 ) (115 ) (1,607 ) (240 ) Interest Expense 204 962 417 1,786 Provision for Income Taxes 2,536 390 3,791 963 Depreciation and Amortization 1,859 2,078 3,801 4,110 Stock-Based Compensation 323 456 595 1,348 EBITDA from continuing operations $ 11,010 $ 10,241 $ 18,262 $ 11,853 Adjustments: Restructure costs - consulting, management recruiting and severance (a) — 480 — 967 Expenses related to Mexican tax matters (b) 156 202 551 585 Professional fees related to internal investigation and legal settlement and related expenses (c) 248 2,656 925 5,036 Foreign currency loss (gain) (d) (957 ) 181 5 (1,527 ) Tariffs (e) 941 — 941 — Adjusted EBITDA from continuing operations $ 11,398 $ 13,760 $ 20,684 $ 16,914 ________________________________See prior page for footnote referencesSign in to access your portfolio

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