Gilat Satellite Networks Ltd.

Earnings Release • Mar 8, 2020

The following is an excerpt from Comtech Telecommunications Corp.'s ("Comtech") fiscal 2020 second quarter earnings release issued on March 4, 2020:

In January 2020, Comtech announced its highly strategic acquisition of Gilat Satellite Networks Ltd. ("Gilat") in a cash and stock transaction, resulting in an enterprise value of approximately \$532.5 million. Each Gilat ordinary share will be converted into the right to receive consideration of \$7.18 in cash, without interest, plus 0.08425 of a share of Comtech common stock, with cash payable in lieu of fractional shares. Gilat is a worldwide leader in satellite networking technology, solutions and services, with market leading positions in the satellite ground station and in-flight connectivity solutions markets and deep expertise in operating large network infrastructures. The transaction is subject to customary closing conditions including, among others, the approval of Gilat's shareholders and the expiration of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976.

The following investor presentation was posted by Comtech on its website on March 4, 2020:

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this presentation contains forward-looking but not limited to, information relating to Comtech's and Gilat's future performance and financial condition, plans and objectives of Comtech's management and Gilat's management and Comtech's and Gilat's assumptions regarding such financial condition and plans and objectives that involve certain significant known and uncertainties and other factors not under Comtech's or Gilat's control which may cause their actual results, future performance and financial condition, and achievement of plans and objectives of Comtech's management and Gilat's management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Words such as "expects," "intends," "plans" "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Forward-looking statements could be affected by factors including, risks associated with the ability to consummate the proposed transaction and the closing of the proposed transaction or the occurrence of any event, change or circumstance that could give rise to the termination of the risk that requisite regulatory approvals will not be obtained; the possibility that the expected synergies from the proposed transaction or other recent acquisitions will not be fully realized within the anticipated time periods; the risk that Contech's and Gilat's businesses will not be integrated successfully; of disruption from the proposed transaction or other recent acquisitions making it more difficult to maintain business and operational relationships or retain kev personnel; the risk that Comtech will be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins; the risks associated with Comtech's ongoing evaluation and repositioning of its location technologies solutions offering in its Commercial Solutions segment; the nature and timing of receipt of, and Comtech's performance on, new or existing orders that can cause significant fluctualions in net sales and operating results; the timing and funding of governments to gross profits on long-tern contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements, including the risks associated with Contech's launch of its Heights™ ("Heights"); changing customer demands and or procurement strategies; changes in prevailing economic and politions; changes in the price of oil in global markets; changes in foreign currency exchange rates; risks associated with legal proceedings, customer claims for indemnification and other similar matters; risks associated with Cornech's obligations under its Credit Facility; risks associated with large contracts; the impact of H.R.1, also known as the Tax Cuts and Jobs Act, which was enacted in December 2017 in the U.S.; and other factors described in this and Gilat's other filings with the SEC. Neither Comtech nor Gilat undertakes any duty to update any forward-looking statements contained herein.

Use of Non-GAAP Financial Measures

In order to provide investors with additional information the Company's and Gilat's financial results, this presentation contains "Non-GAAP financial measures" under the SEC. The Company's and Gilat's Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before interest (income) and other, write-off of deferred financing costs, interest expense, amortization of stock-hased compensation of intengibles, depreciation expense, estimated contract settlement costs, settlement of intellectual property litigation plan expenses, facility exit costs and stratives analysis expenses and other. The Company's and Gilat's definition of Adjusted EBITDA 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 the Company's and analysts. The Company and Gilat believe that investors and analysts may use Adjusted EBITDA, along with other information in their SEC filings, in assessing the Company's or Gilat's performance and comparability of its results with other companies

The Company's and Gilat's Non-GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described in Appendix III. These Non-GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct the Company's and Gilat's 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 in Appendix III, 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 and Gilat's SEC filings

The Company has not quantitatively reconciled its fiscal 2020 Adjusted EBITDA target to the most directly comparable GAAP measure because 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 of the Company's control, or cannot be predicted. For example, quantification of stock-based compensation expense 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 are not available effort and such unavailable reconciling items could significantly impact the Company's financial results.

Comtech - Connections that Matter®

Overview of Q2 FY20 Performance

SOMTECH 5

7 \$ 48.1M \$ 70.7M \$ 78.4M \$ 93.5M ~ \$99.0M 2016A 2017A 2018A 2019A 2020E \$ 411.0M \$ 550.4M \$ 570.6M \$ 671.8M > \$700.0M 2016A 2017A 2018A 2019A 2020E Fiscal 2020 is Expected to be Another Year of Growth Heights TM products, Next Generation 911 systems and important contract awards create strong revenue streams into the future Recent completed acquisitions have positive impact Long - term contract wins create stable and recurring revenue streams Second half challenging due to coronavirus Revenue (2) Adjusted EBITDA (2) (3) Targeting 14% in Fiscal 2020 Room for improved margins as we focus on efficiencies and greater scale Adjusted EBITDA supported by strong cash flow generation (2019 GAAP operating cash flows of \$68.0M) Continued investments in R&D and marketing to support long - term growth Target Target ~12% ~13% ~14% ~14% ~14% Adjusted EBITDA as a % of Revenue Notes (1) Comtech's fiscal year end is July 31. (2) Does not include impact of recently announced acquisitions of UHP, Gilat and CGC. (3) See Appendix III of this presentation for the reconciliation from US GAAP to Adjusted EBITDA. (USD in Millions) Comtech Acquires TCS

Comtech Participates in Growing Markets

9 Comtech's Two Segments Have Common Capabilities Text We leverage several key competencies, including R&D and engineering, across both segments to deliver superior capabilities to customers Secure Wireless Technology Communications Commercial Solutions Revenue \$357.3M 53.2% of Total Adjusted EBITDA \$66.6M 18.6% Adjusted EBITDA Margin Geography / Customer Type U.S. Government: 19.2% Domestic: 53.9% International: 26.9% Government Solutions Revenue \$314.5M 46.8% of Total Adjusted EBITDA \$35.6M 11.3% Adjusted EBITDA Margin Geography / Customer Type U.S. Government: 63.8% Domestic: 12.5% International: 23.7% Customer Examples Customer Examples Fiscal 2019 Customer Type as a % of Consolidated Revenue Market Leadership Positions Shared Relationships with Blue - Chip Customers 40.1% 34.5% 25.4% Domestic International U.S. Government Fiscal 2019 Results: Fiscal 2019 Results:

Comtech Has A Proven Track Record of Successful Acquisitions

Acquisition	Extensive Acquisition Experience with Successful Integrations
Close Date Purch Price	Recent Successful Transactions	Rationale and Highlights
Feb 2016 \$423.6M	TCS is a leading provider of 911 public safety services, trusted location and satellite-based mission critical solutions	V Entry into the 911 public safety and location markets and significantly strengthened our U.S. Government business, created scale and diversified earnings
Feb 2019 \$31.5M	Solacom is a leading provider of Next Generation 911 solutions for public safety agencies	Further expanded presence in growing 911 public safety market and increased recurring revenues
Apr 2019 \$10.0M	GD NG-911 offers a 9-1-1 emergency communications system to state and local government clients	Y Helped secure a five-year \$100.0M contract to develop and maintain a cloud-based NG-911 platform for a northeastern state in the U.S.
Jan 2020 \$23.7M	CGC is a leading provider of high precision full motion fixed and mobile X/Y satellite tracking antennas	Addresses customer requirements for expected growth in LEO and MEO satellite constellations
Nov 2019 Pending \$40.0M	UHP is a leading provider of innovative and disruptive satellite ground station technology solutions	✔ Expands our product line in the satellite ground station market, with its growing need for reliable, high capacity satellite equipment, particularly in the VSAT market
Jan 2020 Pending \$532.5M	Gilat is a worldwide leader in satellite networking technology, solutions and services	Provides market leading positions in the satellite ground station and in-flight connectivity solutions markets and deep expertise in operating large network infrastructures
		10

12 Government 15% Commercial 85% Government 47% Commercial 53% Government 38% Commercial 62% United States 75% International 25% United States 38% International 62% Gilat Acquisition Offers Diversification While Enhancing Margins R e v enu e by Geography and Comtech Segment ( 3 ) (4) P ro F o r m a C ombine d Rev enu e Notes (1) Represents Gilat's f i nanc i a l s for the four f i scal quarters ended June 30, 2019. (2) S ee further d i sc l osures and reconc ili at i ons to G AA P re l ated to the def i n i t i on and use of A d j usted EB I T D A . (3) B ased on Co m tech's f i scal year ended Ju l y 31, 201 9 and Gilat's four f i scal quarters ended June 30, 2019. (4) Estimated based on Gilat's fiscal year 2018 revenue by geography with the same percentage applied to TTM June 2019 revenue an d t hen added to Comtech's actual business results. Trailing Twelve Months (1) June 30, 2019 F i s ca l Y e ar J u l y 31 , 201 9 F Y 201 9 + TTM June 30, 2019 P ro F o r m a (\$ i n m illi on s ) R e v e nu e A d j u s t e d E B I T D A (2) % M a r g i n \$ 671.8 \$ 93.5 13.9 % \$ 254.3 \$36.7 14.4 % \$ 926.1 \$ 130.2 14.1 % United States 64% International 36% Excludes Synergies

13 The Combination Allows Comtech To Maximize Long - Term Market Growth Opportunities Exploiting an Inflection Point in Secure Wireless Markets Mobility / In - Flight (IFC) Complete Solutions Portfolio Deep, Global Market Access R&D and Distribution Scale Wireless Backhaul / 5G Government & Defense Accelerating Growth of Low - Cost Bandwidth Supply Incumbent GEO & MEO Satellite Operators New HTS & VHTS Satellites Emerging LEO & MEO Satellite Systems Rapidly Growing Connectivity Demand Gilat Acquisition Drives Global Market Access By Creating a World Leader with Combined Pro - Forma Sales Approaching Nearly \$1.0 Billion Annually Excellent backdrop for extending Comtech's technology leadership, given market dynamics Expanding 911 & Location Technologies into Developing Countries Upgrade Existing 911 and Location Systems

Commercial Solutions Segment - Growth Drivers

Satellite Ground Station Technologies			Satellite Ground Station Technologies Cellular Backhaul High-Throughput Satellites		Public Safety and Location Technologies Cellular Call Advanced Routing and Location and Next Mapping Generation Services 911
	High-Performance Solid-State and Traveling Wave Satellite Modems Tube Amplifiers	Upgrades to HDTV / 4K		SMS Text Messaging used for
			In-Flight Entertainment and Connectivity (IFEC)	Market Size and Growth Rates	911 & Critical Applications
Public Safety and Location Technologies	Software for Cellular 911 Call Routing and Next Generation 911		\$2.4 billion1 Wireless backhaul equipment	\$350 million2 Next Generation 911 market	\$402 million3 Location-based services revenue
	Software that Generates the Triangle &	Dot for Advanced Location Mapping	~16.5% per year1 2018-2028, Wireless backhaul equipment	~17% per year 2016-2022, Next Generation 911 market	~4% per year3 2016-2018, location-based services revenue

Government Solutions Segment - Growth Drivers

We Have Visibility into ~ \$1.0 Billion of Future Revenue

Target Goals For Fiscal 2020 - As of March 4, 2020

FY 2020 Targets
\$ millions, except per share data	Revenue Adjusted EBITDA (1) GAAP EPS Non-GAAP EPS	\$712.0M \$99.0M \$1.08 \$1.42	Does not reflect recently announced acquisitions of UHP and Gilat
	Comments on FY 2020 Targets
Net sales are now expected to be approximately \$712.0M, and we are targeting a fiscal 2020 book-to-bill ratio in excess of 1.0.
Total depreciation expense is expected to approximate \$12.0M.
Total amortization of intangible assets is expected to approximate \$22.0M.
Total amortization of stock-based compensation expense is expected to range from approximately \$12.0M.
GAAP operating income, as a percentage of net sales, is expected to be similar to the 6.2% achieved in fiscal 2019.
· Our interest expense rate (including amorization of deferred financing costs) is expected to approximate 4.5%, however our total interest expense is now expected to approximate \$7.0 million in fiscal 2020. Our current and expected fiscal 2020 cash borrowing rate is approximately 3.50% to 3.75%.
Our effective income tax rate (excluding discrete tax items) is expected to approximate 23.0%.
Adjusted EBITDA is now expected to be approximately \$99.0M or 14.0% of target net sales.
Including our estimate of third quarter fiscal 2020 acquisition plan expenses of \$3.6 million, GAP EPS is now expected to be approximatly \$1.08. Excluding actual and expected third quarter fiscal 2020 acquisition plan expenses, estimated costs and net discrete tax items, Non-GAAP EPS is now expected to approximate \$1.42. EPS assumes a diluted share count of 25.2 million shares.
Note (1) Adjusted EBTDA represents earnings (loss) before income) and other, witle-off of deferred financing costs, interest expense amotization of stock-based compensation of intangibles, depreciation expense, estimated contract settlement of intellation program issues non aveances facility and restains alternatives anawie avoarage and other			18

19 Strong Visibility with Growing Markets History of Long - Term Capital Return to Stockholders Commitment to Innovation and Engineering Experienced Management Team Market Leadership Positions We Believe the Future is Bright for Many Years to Come

Recent Quarterly Operating Results

\$ in 000s	Q2 2019	Q3 2019	Q4 2019	Q1 2020	Q2 2020
Revenue Commercial Solutions	S 86,735	S 89,600	\$ 102,985	S 94,314	S 96,122
Government Solutions	77,398	80,848	73,387	75,953	65,532
Total Revenue	\$ 164,133	\$ 170,448	\$ 176,372	\$ 170,267	ર્ 161,654
Net Income	\$ 7,826	\$ 7,612	\$ 6,135	\$ 6,388	\$ 3,495
Adjusted EBITDA	S 23,201	S 24,038	\$ 28,251	\$ 20,615	\$ 21,185
% of Revenue GAAP Gross Profit	37.3%	37.8%	36.3%	37.3%	37.5%
GAAP R&D Expenses	8.5%	7.9%	8.9%	8.7%	8.5%
GAAP SG&A Expenses	19.5%	19.6%	17.8%	18.7%	18.2%
GAAP Operating Income	7.6%	6.6%	5.9%	5.5%	3.8%
Net Income	4.8%	4.5%	3.5%	3.8%	2.2%
Adjusted EBITDA(1)	14.1%	14.1%	16.0%	12.1%	13.1%

Notes
(1) See Appendix III of this presentation for the reconciliation of reported Net Income to Adjusted EBITDA.
(2) Comtech's fiscal year end is July 31.

Recent Annual Operating Results

\$ in 000s		2016		2017		2018		2019
Revenue
Commercial Solutions	S	248,955	ഗ	330,867		\$ 345,076	S	357,293
Government Solutions		162.049		219,501		225,513		314,504
Total Revenue	S	411,004	S	550,368		\$ 570,589		\$ 671,797
Net Income (Loss)	\$	(7,738)	5	15,827	S	29,769	S	25,041
Adjusted EBITDA	\$	48,062	\$	70,705	\$	78,374	\$	93,472
% of Revenue
GAAP Gross Profit		41.7%		39.6%		39.2%		36.8%
GAAP R&D Expenses		10.3%		9.9%		9.4%		8.4%
GAAP SG&A Expenses (1)		23.1%		21.1%		20.0%		19.1%
GAAP Operating Income (Loss)		(0.1)%		6.7%		6.2%		6.2%
Net Income (Loss)		(1.9)%		2.9%		5.2%		3.7%
Adjusted EBITDA (2)		11.7%		12.8%		13.7%		13.9%
GAAP EPS	\$	(0.46)	\$	0.67	S	1.24	\$	1.03
2016: Fiscal 2016 impacted by TCS acquisition Notes				2017: Excluding \$18.8 million of favorable adjustments (described in our Form 10-K), GAAP operating income would have been 3.3% of net sales				2018: Includes \$11.8 million, or \$0.49 per diluted share. discrete tax benefit ("Tax Gain") primarily due to Tax Reform

Historical Revenue Results

Historical Bookings & Backlog

Note
(1) Comtech's fiscal year end is July 31.

Total Research and Development Expense

Notes
(1) Research and development expense includes company-funded and customer-funded.
(2) Comtech's fiscal year end is July 31.

Recent Balance Sheet Trends

Balance Sheet
S in 000s	Jan. 31,	Apr. 30,	Jul. 31,	Oct. 31,	Jan. 31.
	2019	2019	2019	2019	2020
Cash and Cash Equivalents	5 45,997	ಲಿ 45,152	ટ 45,576	S 46,873	\$ 46,471
Working Capital	156.072	127,541	134,967	143,856	126,400
Total Assets	843,327	903,487	887,711	931.022	949,942
Current and Long-Term Debt 1-7	ഗ 176,274	174,965 ഗ	165,757 ટ	169,567	158,000
Stockholders' Equity	512,877	524,949	535,082	537,644	551,203
Total Capitalization	689,151	699,914	700,839 ഗ	707,211	709,203

Notes
(1) As defined in our Credit Facility, as amended.
(2) Comtech's fiscal year end is July 31,

Market Data

General Market Information

Nasdaq Symbol: CMTL

Institutional Holders®: 238

Analyst Coverage: 5

52-Week Range®": \$21.15 - \$37.79

Source: Nasdaq

AffalySts
Institution	Analyst Name
Citibank N.A.	Asiya Merchant
JJefferies Group LLC	George Notter
Noble Capital Markets	Joe Gomes
Northland Capital Markets	Michael Latimore
Quilty Analytics	Chris Quilty

Notes
(1) 52-week range indicates the high and low closing prices during the period of February 1, 2019 through January 31, 2020.
(2) As of February 27, 2020.

Gilat Transaction Summary

Overview	The Gilat acquisition is highly strategic and significantly expands Comtech's existing capabilities and provides new channels for growth against a very favorable satellite communications industry backdrop
	Gilat is a leading global provider of satellite-based broadband communications with strong positions in mobile inflight connectivity, cellular backhaul, and broadband access
	During the period most comparable to Comtech's fiscal year ended July 31, 2019, Gilat reported trailing twelve months sales of \$254.3 million and \$36.7 million of Adjusted EBITDA through June 30, 2019 (1)
	Gilat shareholders will receive \$7.18 per share in cash, without interest, plus 0.08425 of a share of Comtech common stock
Transaction Terms & Shareholder Information	- Total consideration of \$10.25 represents a premium, as of the date of announcement, of approximately 14.52% as compared to the 90-day volume weighted average trading price
	- Total enterprise value of \$532.5 million as of the date of announcement
	Gilat shareholders will own approximately 16.1% of the combined company. Comtech plans to pursue a dual listing on the Nasdaq and Tel Aviv Stock Exchange to become effective upon closing of the transaction
	Comtech balance sheet and financial profile will remain strong and Comtech has obtained committed bank financing with low-cost cash interest rate of approximately 4.0% to 5.0%
Financial Impact	Net leverage of 3.85x at close with \$45.0 million of unrestricted cash at close and given expected strong cash flows, net leverage of 3.00 within 12 months following close
	Comtech's current annual dividend target of \$0.40 expected to be maintained
	Acquisition expected to be cash accretive within 12 months following close with only \$2.0 million of synergies
	Transaction unanimously approved by the Boards of Directors of both companies
Timing and Closing	Closing subject to the satisfaction of customary closing conditions, including the approval of Gilat shareholders and expiration of the applicable waiting period under the Hart-Scott Rodino Act
	Gilat's directors, executive officers and certain significant shareholders holding approximately 45% of Gilat's

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Key Strategic Benefits of Gilat Acquisition

Clear Path To Driving Future Shareholder Value

		Minimal Integration Risks With a Focus on Driving Long-Term Growth & Expanding Margins
		Excluding the impact of amortization of intangibles associated with purchase accounting and acquisition plan expenses, the acquisition is expected to:
Year 1	Expected to be cash accretive in the first year after acquisition closes	Assumes conservative synergies of only \$2.0 million from elimination of public company costs	Sharp focus on collaboration between Comtech & Gilat, with a substantial focus on maximizing its positioning for long-term growth and success
Year 1 & Bevond Focus on Growth Opportunities	Rapid changes and growth in the satellite industry require business scale and strength	Both Gilat's and Comtech's management and talented global workforce are expected to remain in place, with industry-leading R&D	Drive industry leading innovation by integrating complementary technologies and functionalities to provide best-in-class satellite network solutions
Financial Considerations	Fully committed financing from our lending partners with cash interest costs expected to range from 4.0% to 5.0% and significant flexibility going forward	Strong cash flow generation expected to result in quick pay-down of acquisition debt with Year 2 net leverage targets of approximately 3.00x	Adds a sizable base to Comtech's backlog with more visibility to future revenues and a path to improved combined Adjusted EBITDA margin as revenue and cost synergies are achieved

33 Appendix III Reconciliation of GAAP to Non - GAAP Financial Measures

Reconciliation of CMTL GAAP to Non-GAAP Financial Measures

Adjusted EBITDA		Q1 2019		Q2 2019		03 2019		Q4 2019		Q1 2020		Q2 2020
Reported net income	S	3,468	ટે	7,826	ર્દ	7,612	5	6,135	5	6,388	\$	3,495
Income tax expense (benefit)		(2,127)		2,371		1,547		2,078		1,145		1,117
Net interest expense & other		2,735		2,216		2,137		2,192		1,727		1,622
Write-off of deferred financing costs		3,217
Stock-based compensation expense		1,046		1,191		1,119		8,071		879		1,238
Depreciation and amortization		7,140		7,137		7,454		8,516		7,857		7,950
Acquisition plan expenses		1,130		1,778		1,704		1,259		2,389		6,025
Estimated contract settlement costs				3,886		2,465				230		(262)
Settlement of intellectual property litigation				(3,204)
Facility exit costs		1,373
Adjusted EBITDA	ટે	17,982	ટ	23,201	રે	24,038	ટ	28,251	રે	20,615	રે	21,185
Operating Income		01 2019		Q2 2019		03 2019		Q4 2019		Q1 2020		Q2 2020
Operating income	5	7,293	ਟ	12,413	ਟੇ	11,296	S	10,405	5	9,260	S	6,234
Facility exit costs		1,373
Acquisition plan expenses		1,130		1,778		1,704		1,259		2,389		6,025
Estimated contract settlement costs				3,886		2,465				230		(262)
Settlement of intellectual property litigation				(3,204)
Adjusted operating income	દે	9,796	ટ	14,873	ટે	15,465	ટે	11,664	ટે	11,879	રે	11,997
Net Income		01 2019		02 2019		03 2019		Q4 2019		Q1 2020		Q2 2020
Net income	\$	3,468	ટ	7,826	રે	7,612	ਟ	6,135	ટે	6,388	\$	3,495
Facility exit costs		1,061
Acquisition plan expenses		873		1,369		1,295		966		1,840		4,639
Write=off of deferred financing costs		2,485
Estimated contract settlement costs				2,992		1,873				177		(202)
Settlement of intellectual property litigation				(2,467)
Net discrete tax (benefit) expense (including Tax Reform)		(2,432)				(600)		116		(588)		57
Adjusted net income	રે	5,455	ર્	9,720	રે	10,180	ર્ડ	7,217	ર્ટ	7,817	ર	7,989

34

Reconciliation of CMTL GAAP to Non-GAAP Financial Measures (contd)

Adjusted EBITDA		2016		2017		2018		2019		YTD 2020
Reported net (loss) income	\$	(7,738)	રે	15,827	\$	29,769	ਟ	25,041	S	9,883
Income tax expense (benefit)		(454)		9.654		(5,143)		3,869		2,262
Write-off of deferred financing costs								3,217
Net interest expense & other		7,616		11,561		10,449		9,280		3,349
Stock-based compensation expense		4,117		8,506		8,569		11,427		2,117
Depreciation and amortization		23,245		37,177		34,730		30,247		15,807
Estimated contract settlement costs								6,351		(32)
Settlement of intellectual property litigation				(12,020)				(3,204)
Acquisition plan expenses		21,276						5,871		8,414
Facility exit costs								1,373
Adjusted EBITDA	5	48,062	રે	70,705	રે	78,374	રે	93,472	5	41,800
Earnings (Loss) per Diluted Share		2016		2017		2018		2019		YTD 2020
GAAP diluted earnings (loss) per share	\$	(0.46) \$		0.67	5	1.24	5	1.03	S	0.40
Acquisition plan expenses		1.03						0.19		0.26
Estimated contract settlement costs								0.20
Settlement of intellectual property litigation				(0.33)				(0.10)
Net discrete tax benefit (including Tax Reform)						(0.49)		(0.12)		(0.02)
Write-off of deferred financing costs								0.10
Facility exit costs								0.04
Non-GAAP earnings per diluted share	ಲಿ	0.57	ਟੈ	0.34	S	0.75	ਟ	1.34	S	0.63

Netes
(1) See statement regarding the use of Non-GAAP financial measures in the front of this presentation.
(2) Dollar amounts in thousands, except per share information.

Reconciliation of CMTL GAAP to Non-GAAP Financial Measures (contd)

Earnings (Loss) per Diluted Share		Q1 2019		Q2 2019		03 2019		Q4 2019		FY 19		Q1 2020		Q2 2020
GAAP earnings (loss) per diluted share	S	0.14		0.32	5	0.31	ಲೆ	0.25		1.03	5	0.26	S	0.14
Acquisition plan expenses		0.04		0.06		0.05		0.04		0.19		0.07		0.19
Estimated contract settlement costs				0.12		0.08				0.20		0.01		(0.01)
Settlement of intellectual property litigation		-		(0.10)						(0.10)
Net discrete tax benefit (including Tax Reform)		(0.10)				(0.02)				(0.12)		(0.02)
Write-off of deferred financing costs		0.10								0.10
Facility exit costs		0.04								0.04
Non-GAAP earnings per diluted share		0.22	5	0.40	5	0.42	રે	0.29	5	1.34		0.32		0.32

Netes
(1) See statement regarding the use of Non-GAAP financial measures in the front of this presentation.
(2) Dollar amounts in thousands, except per share information.

Reconciliation of CMTL and GILT GAAP to Non-GAAP Financial Measures

(\$ in millions)	COMTECH		Gilat		Excludes Synergies
	Four Fiscal Quarters Ended:				Pro Forma
	July 31, 2019		June 30, 2019		Combined (3)
Reconciliation of GAAP Net Income to
Adjusted EBITDA(1):
Net income	S	25.0	S	20.2	S	45.2
Provision for (benefit from) income taxes		3.9		(0.9)		3.0
Interest income and other
Write-off of deferred financing costs		3.2				3.2
Interest expense		9.2		3.5		12.8
Amortization of stock-based compensation		11.4		1.8		13.2
Amortization of intangibles		18.3		1.1		19.5
Depreciation		11.9		10.5		22.4
Estimated contract settlement costs		6.4				6.4
Settlement of intellectual property litigation		(3.2)				(3.2)
Acquisition plan expenses		5.9				5.9
Facility exit costs		1.4				1.4
Trade secret litigation				(0.1)		(0.1)
Reorganization costs				0.6		0.6
Adjusted EBITDA	\$	93.5	S	36.7	S	130.2

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Additional Information and Where to Find It

This presentation contains information in respect of a proposed business combination involving Comtech and Glat. This document does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or any vote or approval nor shall there be any sale, issuance or transfer of securities in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of Gilat for their consideration. Comtech has filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 that includes a preliminary prospectus with respect to Comtech's common stock to be issued in the proposed transaction and a proxy statement of Gilat in connection with the proposed merger of an indirect subsidiary of Comtech with and into Gilat, with Gilat surviving. The registration statement has not yet become effective. The information in the preliminary proxy statement/prospectus is not changed. Comtech may not sell the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form S-4 becomes effective. The proxy statement/prospectus will be provided to Glat shareholders. Comtech and Gilat also plan to file other documents with the SEC regarding the proposed transaction.

This document is not a substitute for any prospectus, proxy statement or any other document that Comtech or Gilat may file with the SEC in connection with the proposed transaction. Investors and security holders of Comtech and Gilat are urged to read the definitive proxy statement / final prospectus and any other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction.

You may obtain copies of all documents filed with the SEC regarding the proposed transaction, free of charge, at the SEC's website (www.sec.gov). In addition, investors and security holders will be able to obtain a free copy of the proxy statement/prospectus (when they become available) and other documents filed with the SEC by Comtech's Investor Relations page on Contech's web site at www.comtechtel.com or by writing to Comlech. Investor Relations, (for documents filed with the SEC by Comtech), or by Gilat on Glat's Investor Relations page on Gilat.com or by writing to Gilat, Investor Relations, (for documents filed with the SEC by Gilat).

This document and the information constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information and Where to Find It

This filing is being made in respect of a proposed business combination involving Comtech and Gilat Satellite Networks Ltd. ("Gilat"). This document does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote or approval nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of Gilat for their consideration. Comtech has filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 that includes a preliminary prospectus with respect to Comtech's common stock to be issued in the proposed transaction and a proxy statement of Gilat in connection with the proposed merger of an indirect subsidiary of Comtech with and into Gilat, with Gilat surviving. The registration statement has not yet become effective. The information in the preliminary proxy statement/prospectus is not complete and may be changed. Comtech may not sell the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form S-4 becomes effective. The proxy statement/prospectus will be provided to Gilat shareholders. Comtech and Gilat also plan to file other documents with the SEC regarding the proposed transaction.

This document is not a substitute for any prospectus, proxy statement or any other document that Comtech or Gilat may file with the SEC in connection with the proposed transaction. Investors and security holders of Comtech and Gilat are urged to read the definitive proxy statement/final prospectus and any other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction.

You may obtain copies of all documents filed with the SEC regarding the proposed transaction, free of charge, at the SEC's website (www.sec.gov). In addition, investors and security holders will be able to obtain a free copy of the proxy statement/prospectus (when they become available) and other documents filed with the SEC by Comtech on Comtech's Investor Relations page on Comtech's web site at www.comtechtel.com or by writing to Comtech, Investor Relations, (for documents filed with the SEC by Comtech), or by Gilat on Gilat's Investor Relations page on Gilat's web site at www.Gilat.com or by writing to Gilat, Investor Relations, (for documents filed with the SEC by Gilat).

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this document contains forward-looking statements, including, but not limited to, information relating to Comtech's and Gilat's future performance and financial condition, plans and objectives of Comtech's management and Gilat's management and Comtech's and Gilat's assumptions regarding such future performance, financial condition and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under Comtech's or Gilat's control which may cause their actual results, future performance and financial condition, and achievement of plans and objectives of Comtech's management and Gilat's management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Forward-looking statements could be affected by factors including, without limitation: risks associated with the ability to consummate the proposed transaction and the timing of the closing of the proposed transaction or the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement; the risk that requisite regulatory approvals will not be obtained; the possibility that the expected synergies from the proposed transaction or other recent acquisitions will not be fully realized, or will not be realized within the anticipated time periods; the risk that Comtech's and Gilat's businesses will not be integrated successfully; the possibility of disruption from the proposed transaction or other recent acquisitions making it more difficult to maintain business and operational relationships or retain key personnel; the risk that Comtech will be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins; the risks associated with Comtech's ongoing evaluation and repositioning of its location technologies solutions offering in its Commercial Solutions segment; the nature and timing of receipt of, and Comtech's performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements, including the risks associated with Comtech's launch of its HeightsTM Networking Platform; changing customer demands and or procurement strategies; changes in prevailing economic and political conditions; changes in the price of oil in global markets; changes in foreign currency exchange rates; risks associated with legal proceedings, customer claims for indemnification and other similar matters; risks associated with Comtech's obligations under its Credit Facility; risks associated with large contracts; the impact of H.R.1, also known as the Tax Cuts and Jobs Act, which was enacted in December 2017 in the U.S.; and other factors described in this and Comtech's and Gilat's other filings with the SEC. Neither Comtech nor Gilat undertakes any duty to update any forward-looking statements contained herein.