UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

   (Mark One)

  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 30, 2012

  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number:    0-7928


(Exact name of registrant as specified in its charter)

Delaware
 
11-2139466
(State or other jurisdiction of incorporation /organization)
 
(I.R.S. Employer Identification Number)
     
68 South Service Road, Suite 230,
Melville, NY
 
 
11747
(Address of principal executive offices)
 
(Zip Code)
     

 
(631) 962-7000
 
 
(Registrant’s telephone number, including area code)
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes                  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes                  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer                                         Accelerated filer                                               
Non-accelerated filer                                           Smaller reporting company

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes                  No
APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 4, 2012, the number of outstanding shares of Common Stock, par value $.10 per share, of the registrant was 17,959,963 shares.

 
 
 

COMTECH TELECOMMUNICATIONS CORP.
 INDEX

     
Page
 
   
   
       
   
2
       
   
3
       
   
4
       
   
5
       
   
7
       
 
23
       
 
41
       
 
41
       
   
       
 
42
       
    Item 1A.
 
42
       
 
43
       
 
44
       
 
 
45
 
 
1
 

PART I
FINANCIAL INFORMATION
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 
 
April 30,
2012
   
July 31,
2011
 
Assets
 
(Unaudited)
       
Current assets:
           
Cash and cash equivalents
  $ 367,649,000       558,804,000  
Accounts receivable, net
    73,009,000       70,801,000  
Inventories, net
    76,664,000       74,661,000  
Prepaid expenses and other current assets
    10,248,000       7,270,000  
Deferred tax asset, net
    12,983,000       11,529,000  
Total current assets
    540,553,000       723,065,000  
                 
Property, plant and equipment, net
    23,879,000       26,638,000  
Goodwill
    137,354,000       137,354,000  
Intangibles with finite lives, net
    40,433,000       45,470,000  
Deferred financing costs, net
    2,947,000       3,823,000  
Other assets, net
    1,194,000       1,159,000  
Total assets
  $ 746,360,000       937,509,000  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 18,363,000       23,501,000  
Accrued expenses and other current liabilities
    38,505,000       49,858,000  
Dividends payable
    5,071,000       6,100,000  
Customer advances and deposits
    17,151,000       11,011,000  
Interest payable
    3,044,000       1,531,000  
Income taxes payable
    -       4,056,000  
Total current liabilities
    82,134,000       96,057,000  
                 
Convertible senior notes
    200,000,000       200,000,000  
Other liabilities
    5,581,000       6,360,000  
Income taxes payable
    3,297,000       3,811,000  
Deferred tax liability
    1,041,000       2,101,000  
Total liabilities
    292,053,000       308,329,000  
                 
Commitments and contingencies (See Note 20)
               
                 
Stockholders’ equity:
               
     Preferred stock, par value $.10 per share; shares authorized and unissued 2,000,000
    -       -  
     Common stock, par value $.10 per share; authorized 100,000,000 shares; issued 28,905,281 shares and 28,731,265   shares at April 30, 2012 and July 31, 2011, respectively
    2,891,000       2,873,000  
     Additional paid-in capital
    360,208,000       355,001,000  
     Retained earnings
    401,072,000       393,109,000  
      764,171,000       750,983,000  
Less:
               
Treasury stock, at cost (10,562,467 shares and 4,508,445   shares at April 30, 2012 and July 31, 2011, respectively)
    (309,864,000 )       (121,803,000 )
Total stockholders’ equity
    454,307,000       629,180,000  
Total liabilities and stockholders’ equity
  $ 746,360,000       937,509,000  
                 


See accompanying notes to condensed consolidated financial statements.

 
2
 

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                   
   
Three months ended April 30,
   
Nine months ended April 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
                         
Net sales
  $ 99,793,000       131,081,000       312,295,000       472,052,000  
Cost of sales
    58,115,000       74,110,000       177,921,000       289,937,000  
Gross profit
    41,678,000       56,971,000       134,374,000       182,115,000  
                                 
Expenses:
                               
Selling, general and administrative
    20,005,000       22,552,000       63,749,000       69,742,000  
Research and development
    9,481,000       10,328,000       28,609,000       31,546,000  
Amortization of intangibles
    1,626,000       2,173,000       5,037,000       6,064,000  
Merger termination fee, net
    -       -       -       (12,500,000 )
      31,112,000       35,053,000       97,395,000       94,852,000  
                                 
Operating income
    10,566,000       21,918,000       36,979,000       87,263,000  
                                 
Other expenses (income):
                               
Interest expense
    2,192,000       2,135,000       6,521,000       6,288,000  
Interest income and other
    (370,000 )     (557,000 )     (1,300,000 )     (1,877,000 )
                                 
Income before provision for income taxes
    8,744,000       20,340,000       31,758,000       82,852,000  
Provision for income taxes
    2,678,000       6,085,000       7,270,000       26,845,000  
                                 
Net income
  $ 6,066,000       14,255,000       24,488,000       56,007,000  
                                 
Net income per share (See Note 6):
                               
Basic
  $ 0.32       0.54       1.18       2.05  
Diluted
  $ 0.29       0.47       1.04       1.79  
                                 
Weighted average number of common shares outstanding – basic
    18,853,000       26,577,000       20,746,000       27,310,000  
                                 
Weighted average number of common and common equivalent shares outstanding – diluted
    24,910,000       32,378,000       26,724,000       33,069,000  
                                 
Dividends declared per issued and outstanding common share as of the applicable dividend record date
  $ 0.275       0.25       0.825       0.75  


See accompanying notes to condensed consolidated financial statements.

 
3
 

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED APRIL 30, 2012 AND 2011
(Unaudited)

 
Common Stock
Additional
Paid-in
Capital
Retained Earnings
Treasury Stock
Stockholders’
Equity
Shares
Amount
Shares
Amount
 
                                           
Balance July 31, 2010
    28,542,535     $ 2,854,000     $ 347,514,000     $ 351,449,000       210,937     $ (185,000 )   $ 701,632,000  
                                                         
Equity-classified stock award compensation
    -       -       3,926,000       -       -       -       3,926,000  
Proceeds from exercise of options
    82,795       8,000       1,297,000       -       -       -       1,305,000  
Proceeds from issuance of employee stock purchase plan shares
    36,814       4,000       853,000       -       -       -       857,000  
Cash dividends
    -       -       -       (20,135,000 )     -       -       (20,135,000 )
Excess income tax benefit from stock-based award exercises
    -       -       154,000       -       -       -       154,000  
Reversal of deferred tax assets associated with expired and unexercised stock-based awards
    -       -       (1,760,000 )     -       -       -       (1,760,000 )
Repurchases of common stock
    -       -       -       -       2,365,870       (68,071,000 )     (68,071,000 )
Net income
    -       -       -       56,007,000       -       -       56,007,000  
                                                         
Balance April 30, 2011
    28,662,144     $ 2,866,000     $ 351,984,000     $ 387,321,000       2,576,807     $ (68,256,000 )   $ 673,915,000  
                                                         
                                                         
Balance July 31, 2011
    28,731,265     $ 2,873,000     $ 355,001,000     $ 393,109,000       4,508,445     $ (121,803,000 )   $ 629,180,000  
                                                         
Equity-classified stock award compensation
    -       -       2,652,000       -       -       -       2,652,000  
Proceeds from exercise of options
    139,595       14,000       3,113,000       -       -       -       3,127,000  
Proceeds from issuance of employee stock purchase plan shares
    34,421       4,000       821,000       -       -       -       825,000  
Cash dividends
    -       -       -       (16,525,000 )     -       -       (16,525,000 )
Net excess income tax benefit (shortfall) from stock-based award exercises
    -       -       (50,000 )     -       -       -       (50,000 )
Reversal of deferred tax assets associated with expired and unexercised stock-based awards
    -       -       (1,329,000 )     -       -       -       (1,329,000 )
Repurchases of common stock
    -       -       -       -       6,054,022       (188,061,000 )     (188,061,000 )
Net income
    -       -       -       24,488,000       -       -       24,488,000  
                                                         
Balance April 30, 2012
    28,905,281     $ 2,891,000     $ 360,208,000     $ 401,072,000       10,562,467     $ (309,864,000 )   $ 454,307,000  

See accompanying notes to condensed consolidated financial statements.

 
4
 

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Nine months ended April 30,
 
   
2012
   
2011
 
             
Cash flows from operating activities:
           
Net income
  $ 24,488,000       56,007,000  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization of property, plant and equipment
    7,219,000       10,352,000  
Amortization of intangible assets with finite lives
    5,037,000       6,064,000  
Amortization of stock-based compensation
    2,718,000       3,977,000  
Deferred financing costs
    1,124,000       1,045,000  
Change in fair value of contingent earn-out liability
    (844,000 )     -  
Loss (gain) on disposal of property, plant and equipment
    7,000       (1,000 )
(Benefit from) provision for allowance for doubtful accounts
    (14,000 )     302,000  
Provision for excess and obsolete inventory
    2,176,000       1,507,000  
Excess income tax benefit from stock-based award exercises
    (142,000 )     (154,000 )
Deferred income tax (benefit) expense
    (3,843,000 )     1,394,000  
Changes in assets and liabilities, net of effects of acquisition:
               
Accounts receivable
    (2,194,000 )     65,353,000  
Inventories
    (7,024,000 )     (9,407,000 )
Prepaid expenses and other current assets
    (348,000 )     1,154,000  
Other assets
    (35,000 )     702,000  
Accounts payable
    (5,138,000 )     (60,016,000 )
Accrued expenses and other current liabilities
    (7,011,000 )     (9,473,000 )
Customer advances and deposits
    6,140,000       3,478,000  
Other liabilities
    666,000       568,000  
Interest payable
    1,513,000       1,500,000  
Income taxes payable
    (7,250,000 )     (5,421,000 )
Net cash provided by operating activities
    17,245,000       68,931,000  
                 
Cash flows from investing activities:
               
Purchases of property, plant and equipment
    (4,467,000 )     (4,768,000 )
Purchases of other intangibles with finite lives
    -       (50,000 )
Payments for business acquisitions
    -       (2,850,000 )
Net cash used in investing activities
    (4,467,000 )     (7,668,000 )
                 
Cash flows from financing activities:
               
    Repurchases of common stock
    (190,062,000 )     (68,071,000 )
    Cash dividends paid
    (17,554,000 )     (13,614,000 )
    Proceeds from exercises of stock options
    3,127,000       1,305,000  
    Proceeds from issuance of employee stock purchase plan shares
    825,000       857,000  
    Excess income tax benefit from stock-based award exercises
    142,000       154,000  
    Payment of contingent earn-out related to business acquisition
    (163,000 )     (8,000 )
    Fees related to line of credit
    (248,000 )     (539,000 )
Net cash used in financing activities
    (203,933,000 )     (79,916,000 )
                 
Net decrease in cash and cash equivalents
    (191,155,000 )     (18,653,000 )
Cash and cash equivalents at beginning of period
    558,804,000       607,594,000  
Cash and cash equivalents at end of period
  $ 367,649,000       588,941,000  

See accompanying notes to condensed consolidated financial statements.

(Continued)

 
5
 

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)


   
Nine months ended April 30,
 
   
2012
   
2011
 
             
Supplemental cash flow disclosures:
           
Cash paid during the period for:
           
Interest
  $ 3,333,000       3,309,000  
Income taxes
  $ 18,364,000       31,150,000  
                 
Non cash investing and financing activities:
               
Business acquisition liabilities (See Note 18)
  $ -       4,066,000  
Cash dividends declared
  $ 5,071,000       6,521,000  


See accompanying notes to condensed consolidated financial statements.

 
6
 

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)  
General

The accompanying condensed consolidated financial statements of Comtech Telecommunications Corp. and Subsidiaries (“Comtech,” “we,” “us,” or “our”) as of and for the three and nine months ended April 30, 2012 and 2011 are unaudited. In the opinion of management, the information furnished reflects all material adjustments (which include normal recurring adjustments) necessary for a fair presentation of the results for the unaudited interim periods. Our results of operations for such periods are not necessarily indicative of the results of operations to be expected for the full fiscal year.

 
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results may differ from those estimates.

 
Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements, filed with the Securities and Exchange Commission (“SEC”), for the fiscal year ended July 31, 2011 and the notes thereto contained in our Annual Report on Form 10-K, and all of our other filings with the SEC.

(2)   
Adoption of Accounting Standards Updates

The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) is subject to updates by FASB, which are known as Accounting Standards Updates (“ASUs”). The following are FASB ASUs which have been issued and incorporated into the FASB ASC and adopted by us:

On August 1, 2011, we adopted FASB ASU No. 2010-06, which amends the disclosure requirements of FASB ASC 820-10, “Fair Value Measurements and Disclosures – Overall.” This FASB ASU requires that information about purchases, sales, issuances and settlements be presented separately, on a gross basis, in Level 3 fair value measurement reconciliations. Our adoption of this ASU did not have any impact on our condensed consolidated financial statements, as we have historically valued our money market mutual funds and U.S. Treasury securities using Level 1 inputs and do not have any other assets or liabilities in our Condensed Consolidated Balance Sheets at estimated fair value.

On August 1, 2011, we adopted FASB ASU No. 2010-28, which amends the factors considered in determining if goodwill is impaired in FASB ASC 350, “Intangibles – Goodwill and Other.” This ASU requires entities that have reporting units with carrying amounts that are zero or negative to assess whether it is more likely than not that the reporting unit’s goodwill is impaired and, if an impairment is likely, to perform Step 2 of the goodwill impairment test for the reporting unit(s). On August 1, 2011, the date we performed our annual goodwill impairment test for fiscal 2012, none of our reporting units with goodwill had a zero or negative carrying value and, as such, our adoption of this ASU did not have any impact on our condensed consolidated financial statements.

 
On August 1, 2011, we adopted FASB ASU No. 2010-29, which amends the presentation and disclosure requirements of FASB ASC 805, “Business Combinations.” This ASU requires a public entity that presents comparative financial statements to disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This ASU also expands the supplemental proforma disclosures required. Our adoption of this ASU did not have any impact on our condensed consolidated financial statements, as we did not acquire any businesses during the nine months ended April 30, 2012.

 
On August 1, 2011, we adopted FASB ASU No. 2010-20, which amends ASC 310, “Receivables” by requiring additional disclosures regarding troubled debt restructuring. In addition, we also adopted FASB ASU No. 2011-02, which amends the previously issued guidance on evaluation of whether or not a restructuring constitutes a troubled debt restructuring. Our adoption of these ASUs did not have any impact on our condensed consolidated financial statements given that substantially all of our receivables are classified as trade receivables.


 
7
 

On February 1, 2012, we adopted FASB ASU No. 2011-04, which amends the fair value measurement and disclosure requirements of FASB ASC 820, “Fair Value Measurements”. This ASU clarifies, among other things, the intent of the application of existing fair value requirements, including those related to highest and best use concepts, and also expands the disclosure requirements for fair value measurements categorized within Level 3 of the fair value hierarchy. Our adoption of this FASB ASU did not have any impact on our consolidated financial statements.

On February 1, 2012, we adopted FASB ASU No. 2011-05, which eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, this ASU provides the ability to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. In both choices, the entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. In December 2011, FASB issued ASU 2011-12, which defers certain provisions in the new guidance related to the presentation of reclassification adjustments. Our adoption of this FASB ASU did not have any impact on our consolidated financial statements, including additional disclosures, because we did not have any component of other comprehensive income in our consolidated financial statements other than net income for the three and nine months ended April 30, 2012 and 2011, respectively.

During the three months ended April 30, 2012, we adopted FASB ASU No. 2011-08, which provides, subject to certain conditions, an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350, “Intangibles – Goodwill and Other,” which may reduce complexity and costs of testing goodwill for impairment. Our adoption of this FASB ASU did not have any impact on our consolidated financial statements.

( 3)   
Reclassifications

Certain reclassifications have been made to previously reported financial statements to conform to our current financial statement format.

(4)   
Stock-Based Compensation

We issue stock-based awards to certain of our employees and our Board of Directors and we recognize related stock-based compensation for both equity and liability-classified stock-based awards in our condensed consolidated financial statements. These awards are issued pursuant to our 2000 Stock Option Plan and our 2001 Employee Stock Purchase Plan (the “ESPP”).

Stock-based compensation for equity-classified awards is measured at the date of grant, based on an estimate of the fair value of the award and is generally expensed over the vesting period of the grant. Stock-based compensation for liability-classified awards is determined the same way, except that the fair value of liability-classified awards is remeasured at the end of each reporting period until the award is settled, with changes in fair value recognized pro-rata for the portion of the requisite service period rendered.

Stock-based compensation for awards issued is reflected in the following line items in our Condensed Consolidated Statements of Operations:

   
Three months ended
April 30,
   
Nine months ended
April 30,
 
   
2012
   
2011
   
2012
   
2011
 
Cost of sales
  $ 46,000       88,000       224,000       361,000  
Selling, general and administrative expenses
    626,000       824,000       2,066,000       2,875,000  
Research and development expenses
    137,000       206,000       428,000       741,000  
Stock-based compensation expense before income tax benefit
    809,000       1,118,000       2,718,000       3,977,000  
Income tax benefit
    (308,000 )        (399,000 )     (1,009,000 )       (1,430,000 )
Net stock-based compensation expense
  $ 501,000       719,000       1,709,000       2,547,000  

 
8
 
 
Of the total stock-based compensation expense before income tax benefit recognized in the three months ended April 30, 2012 and 2011, $56,000 and $60,000, respectively, related to awards issued pursuant to our ESPP. Of the total stock-based compensation expense before income tax benefit recognized in the nine months ended April 30, 2012 and 2011, $176,000 and $208,000, respectively, related to awards issued pursuant to our ESPP.

Included in total stock-based compensation expense before income tax benefit in the three months ended April 30, 2012 and 2011 is a benefit of $9,000 and $2,000, respectively, as a result of the required fair value remeasurement of our liability-classified stock appreciation rights (“SARs”) at the end of each of the respective reporting periods. Included in total stock-based compensation expense before income tax benefit in the nine months ended April 30, 2012 and 2011 is a benefit of $3,000 and an expense of $8,000, respectively, related to SARs.

Stock-based compensation that was capitalized and included in ending inventory at April 30, 2012 and July 31, 2011 was $48,000 and $117,000, respectively.

We estimate the fair value of certain stock-based awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model includes assumptions regarding dividend yield, expected volatility, expected option term and risk-free interest rates. The assumptions used in computing the fair value of stock-based awards reflect our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive stock-based awards.

The per share weighted average grant-date fair value of stock-based awards granted during the three months ended April 30, 2012 and 2011 approximated $7.19 and $7.28, respectively. The per share weighted average grant-date fair value of stock-based awards granted during the nine months ended April 30, 2012 and 2011 approximated $5.99 and $7.24, respectively. In addition to the exercise and grant-date prices of these awards, we utilized certain weighted average assumptions to estimate the initial fair value of stock-based awards.

Weighted average assumptions related to our stock-based awards are listed in the table below:

   
Three months ended
April 30,
   
Nine months ended
April 30,
 
   
2012
   
2011
   
2012
   
2011
 
Expected dividend yield
    3.49 %     3.59 %     3.97 %     3.59 %
Expected volatility
    36.00 %     38.00 %     36.19 %     38.00 %
Risk-free interest rate
    0.85 %     2.30 %     0.83 %     2.24 %
Expected life (years)
    5.19       5.28       5.23       5.27  

Stock-based awards granted have exercise prices equal to the fair market value of the stock on the date of grant, a contractual term of five or ten years and a vesting period of three or five years. We settle employee stock option exercises with new shares. All SARs granted through April 30, 2012 may only be settled with cash.   Included in accrued expenses at April 30, 2012 and July 31, 2011 is $19,000 and $22,000, respectively, relating to the potential cash settlement of SARs.

The expected dividend yield is the expected annual dividend as a percentage of the fair market value of the stock on the date of grant. For the stock-based awards granted during the nine months ended April 30, 2012 and 2011, the expected dividend yield was equal to our targeted annual dividend of $1.10 per share and $1.00 per share, respectively, divided by the quoted market price of our common stock on the date of the grant. We estimate expected volatility by considering the historical volatility of our stock, the implied volatility of publicly traded call options on our stock, the implied volatility of call options embedded in our 3.0% convertible senior notes and our expectations of volatility for the expected life of stock-based awards. The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant for an instrument which closely approximates the expected option term. The expected option term is the number of years we estimate that stock-based awards will be outstanding prior to exercise. The expected life of awards issued is determined by employee groups with sufficiently distinct behavior patterns.

During the three and nine months ended April 30, 2012, we issued 194 fully-vested stock units at $32.27 per share, which represents the closing market price of Comtech’s common stock on the date of the grant. There were no stock units granted during the three and nine months ended April 30, 2011. See Note (14) – “ Stock Option Plan and Employee Stock Purchase Plan. ” We expect to settle stock units with new shares.

 
9
 


The following table provides the components of the actual income tax benefit recognized for tax deductions relating to the exercise of stock-based awards:

   
Nine months ended April 30,
 
   
2012
   
2011
 
Actual income tax benefit recorded for the tax deductions relating to the exercise of stock-based awards
  $ 341,000       291,000  
Less: Tax benefit initially recognized on exercised stock-based awards vesting subsequent to the adoption of accounting standards that require us to expense stock-based awards, excluding income tax shortfalls of $192,000 and $0 during the nine months ended April 30, 2012 and 2011, respectively
    (197,000 )     (137,000 )
Excess income tax benefit recorded as an increase to additional paid-in capital
    144,000       154,000  
Less: Tax benefit initially disclosed but not previously recognized on exercised equity-classified stock-based awards vesting prior to the adoption of accounting standards that require us to expense stock-based awards
    (2,000 )     -  
Excess income tax benefit from exercised equity-classified stock-based awards reported as a cash flow from financing activities in our Condensed Consolidated Statements of Cash Flows
  $ 142,000       154,000  

At April 30, 2012, total remaining unrecognized compensation cost related to unvested stock-based awards was $6,695,000, net of estimated forfeitures of $545,000. The net cost is expected to be recognized over a weighted average period of approximately 3.4 years.

As of April 30, 2012, the amount of hypothetical tax benefits related to stock-based awards was $22,739,000. During the nine months ended April 30, 2012 and 2011, we recorded $1,329,000 and $1,760,000, respectively, as a reduction to additional paid-in capital, which represented the reversal of unrealized deferred tax assets associated with certain vested equity-classified stock-based awards that expired during the period. Income tax shortfalls in any respective period are recorded as a reduction to additional paid-in-capital in the period the stock award is exercised.
 
In June 2012, our Board of Directors authorized, in accordance with our amended 2000 Stock Incentive Plan, the issuance of 412,946 stock-based awards of which 365,275 were stock options, 35,003 were performance shares and 12,668 were restricted stock units. Total unrecognized stock-based compensation, net of estimated forfeitures, related to these awards was approximately $3,508,000.
 
(5)  
Fair Value Measurements and Financial Instruments

In accordance with FASB ASC 825, “Financial Instruments,” we determined that, as of April 30, 2012 and July 31, 2011, the fair value of our 3.0% convertible senior notes was approximately $221,580,000 and $207,680,000, respectively, based on a quoted market price in an active market. Our 3.0% convertible senior notes are not marked-to-market and are shown in our accompanying Condensed Consolidated Balance Sheets at their original issuance value. As such, changes in the estimated fair value of our 3.0% convertible senior notes are not recorded in our condensed consolidated financial statements.

As of April 30, 2012 and July 31, 2011, we had approximately $99,020,000 and $152,878,000, respectively, of money market mutual funds which are classified as cash and cash equivalents in our Condensed Consolidated Balance Sheets. These money market mutual funds are recorded at their current fair value. FASB ASC 820, “Fair Value Measurements and Disclosures,” requires us to define fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, using the fair value hierarchy described in FASB ASC 820, we valued our money market mutual funds using Level 1 inputs that were based on quoted market prices. As of April 30, 2012 and July 31, 2011, we had no other assets included in our Condensed Consolidated Balance Sheets that are recorded at current fair value. If we acquire different types of assets or incur different types of liabilities in the future, we might be required to use different FASB ASC fair value methodologies.
 
 
10
 
 
(6)  
Earnings Per Share

Our basic earnings per share (“EPS”) is computed based on the weighted average number of shares, including fully-vested stock units, outstanding during each respective period. Our diluted EPS reflects the dilution from potential common stock issuable pursuant to the exercise of equity-classified stock-based awards and convertible senior notes, if dilutive, outstanding during each respective period. When calculating our diluted EPS, we consider (i) the amount an employee must pay upon assumed exercise of stock-based awards; (ii) the amount of stock-based compensation cost attributed to future services and not yet recognized; and (iii) the amount of excess tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of in-the-money stock-based awards. This excess tax benefit is the amount resulting from a tax deduction for compensation in excess of compensation expense, based on the Black Scholes option pricing model, recognized for financial reporting purposes.

Equity-classified stock-based awards to purchase 1,969,000 and 2,342,000 shares, for the three months ended April 30, 2012 and 2011, respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Equity-classified stock-based awards to purchase 2,138,000 and 2,424,000 shares, for the nine months ended April 30, 2012 and 2011, respectively, were not included in our diluted EPS calculation because their effect would have been anti-dilutive. Liability-classified stock-based awards do not impact and are not included in the denominator for EPS calculations.

In addition, the weighted-average basic and diluted shares outstanding for the three months ended April 30, 2012 and 2011 reflect a reduction of approximately 458,000 and 232,000 shares as a result of the repurchase of our common shares during the respective periods. The weighted-average basic and diluted shares outstanding for the nine months ended April 30, 2012 and 2011 reflect a reduction of approximately 3,579,000 and 1,086,000 shares as a result of the repurchase of our common shares during the respective periods. See Note (19) – “ Stockholders’ Equity ” for more information on our stock repurchase program.

The following table reconciles the numerators and denominators used in our basic and diluted EPS calculations:

   
Three months ended
April 30,
   
Nine months ended
April 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Numerator:
                       
Net income for basic calculation
  $ 6,066,000       14,255,000       24,488,000       56,007,000  
Effect of dilutive securities:
                               
Interest expense (net of tax) on 3.0% convertible senior notes
    1,117,000       1,117,000       3,351,000       3,351,000  
Numerator for diluted calculation
  $ 7,183,000       15,372,000       27,839,000       59,358,000  
                                 
Denominator:
                               
Denominator for basic calculation
    18,853,000       26,577,000       20,746,000       27,310,000  
Effect of dilutive securities:
                               
Stock options
    263,000       210,000       236,000       219,000  
Conversion of 3.0% convertible senior notes
    5,794,000       5,591,000       5,742,000       5,540,000  
Denominator for diluted calculation
    24,910,000       32,378,000       26,724,000       33,069,000  

(7)   
A ccounts Receivable

Accounts receivable consist of the following:
   
April 30, 2012
   
July 31, 2011
 
Billed receivables from commercial customers
  $ 34,429,000       38,245,000  
Billed receivables from the U.S. government and its agencies
    33,533,000       22,075,000  
Unbilled receivables on contracts-in-progress
    6,187,000       11,701,000  
Total accounts receivable
    74,149,000       72,021,000  
Less allowance for doubtful accounts
    1,140,000       1,220,000  
Accounts receivable, net
  $ 73,009,000       70,801,000  
 
 
11
 
 
Unbilled receivables on contracts-in-progress include $2,942,000 and $4,487,000 at April 30, 2012 and July 31, 2011, respectively, due from the U.S. government and its agencies. There was $13,000 and $28,000 of retainage included in unbilled receivables at April 30, 2012 and July 31, 2011, respectively. In the opinion of management, substantially all of the unbilled balances will be billed and collected within one year.

(8)   
Inventories

Inventories consist of the following:
   
April 30, 2012
   
July 31, 2011
 
Raw materials and components
  $ 58,217,000       53,678,000  
Work-in-process and finished goods
    33,874,000       34,299,000  
Total inventories
    92,091,000       87,977,000  
Less reserve for excess and obsolete inventories
    15,427,000       13,316,000  
Inventories, net
  $ 76,664,000       74,661,000  

At April 30, 2012 and July 31, 2011, the amount of inventory directly related to long-term contracts (including contracts-in-progress) was $4,709,000 and $8,041,000, respectively.

At April 30, 2012, $3,140,000 of our long-term contract inventory relates to BFT-1 and MTS business activities with the U.S. Army. Our BFT-1 contracts are known as “indefinite delivery/indefinite quantity” type contracts; thus, the U.S. Army is not obligated to purchase any additional products or services from us in the future. Almost all of our BFT-1 inventory relates to BFT-1 orders already in our backlog. The remaining portion is expected to be used for incidental purchases and customer repairs. If we are left with inventories of unusable parts, we would likely have to write-off the remaining balance in the period that we make such determination.

At April 30, 2012 and July 31, 2011, $1,135,000 and $1,339,000, respectively, of the total inventory balance above related to contracts from third party commercial customers who outsource their manufacturing to us.

(9)   
Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

   
April 30, 2012
   
July 31, 2011
 
Accrued wages and benefits
  $ 14,211,000       19,751,000  
Accrued warranty obligations
    8,011,000       9,120,000  
Accrued commissions and royalties
    4,594,000       3,295,000  
Accrued business acquisition payments
    1,164,000       726,000  
Other
    10,525,000       16,966,000  
Accrued expenses and other current liabilities
  $ 38,505,000       49,858,000  

We provide warranty coverage for most of our products for a period of at least one year from the date of shipment. We record a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Some of our product warranties are provided under long-term contracts, the costs of which are incorporated into our estimates of total contract costs.

Changes in our product warranty liability during the nine months ended April 30, 2012 and 2011 were as follows:

   
April 30, 2012
   
April 30, 2011
 
Balance at beginning of period
  $ 9,120,000       10,562,000  
Provision for warranty obligations
    4,077,000       5,976,000  
Reversal of warranty liability
    -       (1,120,000 )
Charges incurred
    (5,186,000 )     (6,572,000 )
Balance at end of period
  $ 8,011,000       8,846,000  
 
 
12
 


(10)   
Cost Reduction Actions

Fiscal 2011 and Fiscal 2012 Cost Reduction Actions
During the nine months ended April 30, 2012, we continued to implement certain cost reduction actions in all of our reportable operating segments. Costs (almost all of which have been for severance) for each respective period are included in our Condensed Consolidated Statements of Operations and have not been material in the aggregate.

As a result of extreme pressures on our U.S. government customer to reduce spending, we believe that additional short-term bookings for our microsatellite product line have become less likely. In addition, it is extremely difficult to predict the amount and timing of additional bookings as it relates to our BFT-1 and MTS business activities. As such, we are in the process of evaluating our ongoing cost structure and organizational structure for our mobile data communications segment to better align with expected future revenue.

Fiscal 2009 Radyne Acquisition-Related Restructuring Plan
In connection with our August 1, 2008 acquisition of Radyne, we immediately adopted a restructuring plan to achieve operating synergies for which we recorded $2,713,000 of estimated restructuring costs. Of this amount, $613,000 relates to severance for Radyne employees which was paid in fiscal 2009. The remaining estimated amounts relate to facility exit costs and were determined as follows:

   
At
August 1, 2008
 
Total non-cancelable lease obligations
  $ 12,741,000  
Less:  Estimated sublease income
    (8,600,000 )
Total net estimated facility exit costs
    4,141,000  
Less:  Interest expense to be accreted
    (2,041,000 )
Present value of estimated facility exit costs
  $ 2,100,000  

Our total non-cancelable lease obligations were based on the actual lease term which runs from November 1, 2008 through October 31, 2018. We estimated sublease income based on (i) the terms of a fully executed sublease agreement, whose lease term runs from November 1, 2008 through October 31, 2015 and (ii) our assessment of future uncertainties relating to the commercial real estate market. Based on our assessment of commercial real estate market conditions, we currently believe that it is not probable that we will be able to sublease the facility beyond the current sublease terms. As such, in accordance with grandfathered accounting standards that were not incorporated into the FASB’s ASC, we recorded these costs, at fair value, as assumed liabilities as of August 1, 2008, with a corresponding increase to goodwill.

As of April 30, 2012, the amount of the acquisition-related restructuring reserve is as follows:

   
Cumulative
Activity Through
 April 30, 2012
 
Present value of estimated facility exit costs at August 1, 2008
  $ 2,100,000  
Cash payments made
    (4,047,000 )
Cash payments received
    4,193,000  
Accreted interest recorded
    569,000  
Net liability as of April 30, 2012
    2,815,000  
Amount recorded as prepaid expenses in the Condensed Consolidated Balance Sheet
    410,000  
Amount recorded as other liabilities in the Condensed Consolidated Balance Sheet
  $ 3,225,000  
 
 
As of July 31, 2011, the present value of the estimated facility exit costs was $2,518,000. During the nine months ended April 30, 2012, we made cash payments of $751,000 and we received cash payments of $909,000. Interest accreted for the three and nine months ended April 30, 2012 and 2011 was $48,000 and $139,000, respectively, and $41,000 and $119,000, respectively, and is included in interest expense for each of the respective fiscal periods.
 
 
13
 

As of April 30, 2012, future cash payments associated with our restructuring plan are summarized below:

   
As of
April 30, 2012
 
Future lease payments to be made in excess of anticipated sublease payments
  $ 3,225,000  
Less net cash to be received in next twelve months
    (410,000 )
Interest expense to be accreted in future periods
    1,471,000  
Total remaining net cash payments
  $ 4,286,000  

(11)  
Credit Facility

We have a committed $100,000,000 secured revolving credit facility (the “Credit Facility”) with a syndicate of bank lenders, as amended on June 6, 2012. The Credit Facility expires on April 30, 2014 but may be extended by us to December 31, 2016, subject to certain conditions relating primarily to the repurchase, redemption or conversion of our 3.0% convertible senior notes and compliance with all other Credit Facility covenants.

The Credit Facility provides for the extension of credit to us in the form of revolving loans, including letters of credit, at any time and from time to time during its term, in an aggregate principal amount at any time outstanding not to exceed $100,000,000 for both revolving loans and letters of credit, with sub-limits of $15,000,000 for commercial letters of credit and $35,000,000 for standby letters of credit. The Credit Facility may be used for acquisitions, equity securities repurchases, dividends, working capital and other general corporate purposes.

At our election, borrowings under the Credit Facility will bear interest either at LIBOR plus an applicable margin or at the base rate plus an applicable margin, as amended. The interest rate margin over LIBOR ranges from 1.75 percent up to a maximum amount of 2.50 percent. The base rate is a fluctuating rate equal to the highest of (i) the Prime Rate; (ii) the Federal Funds Effective Rate from time to time plus 0.5 percent; and (iii) two hundred (200) basis points in excess of the floating rate of interest determined, on a daily basis, in accordance with the terms of the agreement. The interest rate margin over the base rate ranges from 0.75 percent up to a maximum amount of 1.50 percent. In both cases, the applicable interest rate margin is based on the ratio of our consolidated total indebtedness to our consolidated earnings before interest, taxes, depreciation and amortization (“Consolidated Adjusted EBITDA”). As defined in the Credit Facility, Consolidated Adjusted EBITDA is adjusted for certain items and, in the event of an acquisition, provides for the inclusion of the last twelve months of consolidated EBITDA of a target.

The Credit Facility contains covenants, including covenants limiting certain debt, certain liens on assets, certain sales of assets and receivables, certain payments (including dividends), certain repurchases of equity securities, certain sale and leaseback transactions, certain guaranties and certain investments. The Credit Facility also contains financial condition covenants requiring that we (i) not exceed a maximum ratio of consolidated total indebtedness to Consolidated Adjusted EBITDA (each as defined in the Credit Facility); (ii) not exceed a maximum ratio of consolidated senior secured indebtedness to Consolidated Adjusted EBITDA (each as defined in the Credit Facility); (iii) maintain a minimum fixed charge ratio (as defined in the Credit Facility); (iv) maintain a minimum consolidated net worth; in each case measured on the last day of each fiscal quarter and (v) in the event total consolidated indebtedness (as defined in the Credit Facility) is less than $200,000,000, we maintain a minimum level of Consolidated Adjusted EBITDA (as defined in the Credit Facility).

At April 30, 2012, we had $1,169,000 of standby letters of credit outstanding related to our guarantees of future performance on certain customer contracts and no outstanding commercial letters of credit.

At April 30, 2012, had borrowings been outstanding under the Credit Facility, the applicable interest rate margin above LIBOR and base rate borrowings would have been 2.75 percent and 1.75 percent, respectively (using the rates that existed prior to the June 6, 2012 amendment). We are also subject to an undrawn line fee based on the ratio of our consolidated total indebtedness to our Consolidated Adjusted EBITDA, as defined and adjusted for certain items in the Credit Facility. Interest expense, including amortization of deferred financing costs, related to our credit facility recorded during the three and nine months ended April 30, 2012 was $256,000 and $707,000, respectively, as compared to $203,000 and $571,000 during the three and nine months ended April 30, 2011, respectively.

At April 30, 2012, based on our Consolidated Adjusted EBITDA (as defined in the Credit Facility) and our business outlook and related business plans, we believe we will be able to meet or obtain waivers for the applicable financial covenants that we are required to maintain.
 
 
14
 

(12)  
3.0% Convertible Senior Notes

In May 2009, we issued $200,000,000 of our 3.0% convertible senior notes in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from this transaction were $194,541,000 after deducting the initial purchasers’ discount and other transaction costs of $5,459,000.

The 3.0% convertible senior notes bear interest at an annual rate of 3.0%. Pursuant to the terms of the 3.0% convertible senior notes indenture, cash dividends require an adjustment to the conversion rate, effective on the record date. Effective April 20, 2012 (the record date of our dividend declared on March 8, 2012), are convertible into shares of our common stock at a conversion price of $34.25 per share (a conversion rate of 29.1932 shares per $1,000 original principal amount of notes) at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, subject to adjustment in certain circumstances.

We may, at our option, redeem some or all of the 3.0% convertible senior notes on or after May 5, 2014. Holders of the 3.0% convertible senior notes will have the right to require us to repurchase some or all of the outstanding 3.0% convertible senior notes, solely for cash, on May 1, 2014, May 1, 2019 and May 1, 2024 and upon certain events, including a change in control. If not redeemed by us or repaid pursuant to the holders’ right to require repurchase, the 3.0% convertible senior notes mature on May 1, 2029.

The 3.0% convertible notes are senior unsecured obligations of Comtech.

(13)   
Income Taxes

Our effective tax rate was 22.9% for the nine months ended April 30, 2012, which includes a net discrete tax benefit of approximately $3,845,000 principally relating to the effective settlement of certain federal and state income tax audits and the reversal of previously recorded tax liabilities no longer required due to the expiration of applicable statutes of limitations. Excluding the impact of discrete tax items, our fiscal 2012 estimated tax rate is expected to approximate 35.0%. Our effective tax rate during fiscal 2012 only includes five months of benefit associated with the federal research and experimentation credit which expired on December 31, 2011.

At April 30, 2012 and July 31, 2011, total unrecognized tax benefits, excluding interest, were $3,505,000 and $6,763,000, respectively. Of these amounts, $2,829,000 and $5,719,000, respectively, net of the reversal of the federal benefit recognized as a deferred tax asset relating to state reserves, would positively impact our effective tax rate, if recognized. Unrecognized tax benefits result from income tax positions taken or expected to be taken on our income tax returns for which a tax benefit has not been recorded in our financial statements. Of the total unrecognized tax benefits, $3,297,000 and $3,811,000, including interest,   were recorded as non-current income taxes payable in our Condensed Consolidated Balance Sheets at April 30, 2012 and July 31, 2011, respectively.

Our policy is to recognize interest and penalties relating to uncertain tax positions in income tax expense. At April 30, 2012 and July 31, 2011, interest accrued relating to income taxes was $141,000 and $545,000, respectively, net of the related income tax benefit.

In August 2011, we reached an effective settlement with the IRS relating to its audit of our federal income tax returns for fiscal 2007, fiscal 2008 and fiscal 2009. Although adjustments relating to the settlement of our prior year completed audits were immaterial, a resulting tax assessment or settlement for other potential later periods, or for other tax jurisdictions, could have a material adverse effect on our consolidated results of operations and financial condition. The IRS is not currently examining any of the federal income tax returns filed by Radyne for the tax years prior to August 1, 2008, which was the date we acquired Radyne. Our federal income tax returns for fiscal 2010 and fiscal 2011 and the federal income tax return filed by Radyne for 2008 are subject to potential future IRS audit.


 
15
 

(14)   
Stock Option Plan and Employee Stock Purchase Plan

We issue stock-based awards pursuant to the following plan:

2000 Stock Incentive Plan – The 2000 Stock Incentive Plan, as amended, provides for the granting to all employees and consultants of Comtech (including prospective employees and consultants) non-qualified stock options, SARs, restricted stock, restricted stock units (“RSUs”), stock units, performance shares, performance units and other stock-based awards. In addition, our employees are eligible to be granted incentive stock options. Our non-employee directors are eligible to receive non-discretionary grants of non-qualified stock options, restricted stock, RSUs, stock units and other stock-based awards subject to certain limitations. The aggregate number of shares of common stock which may be issued may not exceed 8,962,500. Grants of incentive and non-qualified stock awards may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10% of the voting power, no more than five years.

As of April 30, 2012, we had granted stock-based awards representing the right to purchase an aggregate of 6,859,882 shares (net of 1,634,015 canceled awards) at prices ranging between $3.13 - $51.65, of which 3,144,222 were outstanding at April 30, 2012. As of April 30, 2012, 3,715,660 stock-based awards have been exercised, of which 750 were SARs. All stock-based awards have exercise prices equal to the fair market value of the stock on the date of grant. RSUs, restricted stock and stock units are generally valued at the fair market value of our common stock at the grant date.

The following table summarizes certain stock option plan activity during the nine months ended April 30, 2012:

   
Number
  of Shares
 Underlying
 Stock-Based Awards
   
Weighted
 Average
 Exercise Price
 
Weighted
 Average
Remaining
Contractual
 Term (Years)
   
Aggregate Intrinsic
 Value
Outstanding at July 31, 2011
    3,580,168     $ 31.86          
Granted
    52,000       27.16          
Expired/canceled
    (241,043 )     36.64          
Exercised
    (99,260 )     22.57          
Outstanding at October 31, 2011
    3,291,865       31.71          
Granted
    6,753       29.89          
Expired/canceled
    (61,000 )     34.24          
Exercised
    (14,900 )     23.24          
Outstanding at January 31, 2012
    3,222,718       31.70          
Granted
    3,194       31.57          
Expired/canceled
    (56,255 )     34.98          
Exercised
    (25,435 )     21.23          
Outstanding at April 30, 2012
    3,144,222     $ 31.73  
              4.04
  $ 
   9,623,000
Exercisable at April 30, 2012
    1,836,574     $ 34.14  
              1.72
  $ 
   6,245,000
Vested and expected to vest at April 30, 2012
    3,085,055     $ 31.79  
              3.96
  $ 
   9,475,000

Included in the number of shares underlying stock-based awards outstanding at April 30, 2012, in the above table, are 26,000 SARs with an aggregate intrinsic value of $9,000. There were no awards of RSU’s or restricted stock outstanding at April 30, 2012.

The 2000 Stock Incentive Plan, as amended, provides non-employee directors with the right to receive stock units in lieu of cash compensation. These stock units are fully-vested on the date of grant, and are convertible into shares of our Company’s common stock on a one-for-one basis, generally at the time of termination or earlier under certain specific circumstances. As of April 30, 2012, there were 194 stock units outstanding, all of which were issued during the three months ended April 30, 2012 and are included in the above table.

The total intrinsic value of stock-based awards exercised during the three months ended April 30, 2012 and 2011 was $295,000 and $148,000, respectively. The total intrinsic value of stock-based awards exercised during the nine months ended April 30, 2012 and 2011 was $1,304,000 and $1,135,000, respectively.


 
16
 

2001 Employee Stock Purchase Plan – The ESPP was approved by the shareholders on December 12, 2000, and 675,000 shares of our common stock were reserved for issuance. The ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85% of fair market value at the date of issuance through participation in the payroll-deduction based ESPP. Through the third quarter of fiscal 2012, we issued 463,170 shares of our common stock to participating employees in connection with the ESPP.

(15)   
Customer and Geographic Information

Sales by geography and customer type, as a percentage of consolidated net sales, are as follows :

   
Three months ended
April 30,
   
Nine months ended
April 30,
 
   
2012
   
2011
   
2012
   
2011
 
United States
                       
U.S. government
    48.6 %     49.0 %     47.8 %     63.0 %
Commercial customers
    11.7 %     10.8 %     12.3 %     8.0 %
Total United States
    60.3 %     59.8 %     60.1 %     71.0 %
                                 
International
    39.7 %     40.2 %     39.9 %     29.0 %

International sales for the three months ended April 30, 2012 and 2011, which include sales to U.S. domestic companies for inclusion in products that will be sold to international customers, were $39,653,000 and $52,706,000, respectively. International sales for the nine months ended April 30, 2012 and 2011, which include sales to U.S. domestic companies for inclusion in products that will be sold to international customers, were $124,621,000 and $137,024,000, respectively.

For the three and nine months ended April 30, 2012 and 2011, except for sales to the U.S. government (including sales to prime contractors of the U.S. government), no other customer or individual country, including sales to U.S. domestic companies for inclusion in products that will be sold to a foreign country, represented more than 10% of consolidated net sales.

(16)   
Segment Information

Reportable operating segments are determined based on Comtech’s management approach. The management approach, as defined by accounting standards which have been codified into FASB ASC 280, “Segment Reporting,” is based on the way that the chief operating decision-maker organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. Our chief operating decision-maker is our President and Chief Executive Officer.

While our results of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker also manages the enterprise in three operating segments: (i) telecommunications transmission, (ii) RF microwave amplifiers, and (iii) mobile data communications.

Telecommunications transmission products include satellite earth station products (such as analog and digital modems, frequency converters, power amplifiers, transceivers and voice gateways) and over-the-horizon microwave communications products and systems (such as digital troposcatter modems).

RF microwave amplifier products include traveling wave tube amplifiers and solid-state, high-power broadband amplifier products that use the microwave and radio frequency spectrums.

Mobile data communications products include satellite-based mobile location tracking and messaging hardware (such as mobile satellite transceivers and third-party produced ruggedized computers) and related services and the design and production of microsatellites.
 
 
17
 

Corporate management defines and reviews segment profitability based on the same allocation methodology as presented in the segment data tables below:

   
Three months ended April 30, 2012
 
   
Telecommunications Transmission
   
RF Microwave Amplifiers
   
Mobile Data Communications
   
Unallocated
   
Total
 
Net sales
  $ 48,044,000       28,111,000       23,638,000       -     $ 99,793,000  
Operating income (loss)
    8,463,000       2,587,000       2,638,000       (3,122,000 )     10,566,000  
Interest income and other
    15,000       9,000       7,000       339,000       370,000  
Interest expense
    163,000       -       -       2,029,000       2,192,000  
Depreciation and amortization
    2,530,000       1,121,000       366,000       856,000       4,873,000  
Expenditures for long-lived assets, including intangibles
    1,581,000       155,000       71,000       -       1,807,000  
Total assets at April 30, 2012
    244,208,000       102,816,000       37,203,000       362,133,000       746,360,000  

   
Three months ended April 30, 2011
 
   
Telecommunications Transmission
   
RF Microwave Amplifiers
   
Mobile Data Communications
   
Unallocated
   
Total
 
Net sales
  $ 62,443,000       23,050,000       45,588,000       -     $ 131,081,000  
Operating income (loss)
    15,447,000       1,197,000       9,127,000       (3,853,000 )     21,918,000  
Interest income and other (expense)
    12,000       (3,000 )     9,000       539,000       557,000  
Interest expense
    159,000       -       -       1,976,000       2,135,000  
Depreciation and amortization
    2,831,000       1,140,000       1,874,000       1,178,000       7,023,000  
Expenditures for long-lived assets, including intangibles
    1,037,000       241,000       140,000       -       1,418,000  
Total assets at April 30, 2011
    257,720,000       102,754,000       28,587,000       590,473,000       979,534,000  

   
Nine months ended April 30, 2012
 
   
Telecommunications Transmission
   
RF Microwave Amplifiers
   
Mobile Data Communications
   
Unallocated
   
Total
 
Net sales
  $ 156,168,000       71,661,000       84,466,000       -     $ 312,295,000  
Operating income (loss)
    29,816,000       4,105,000       16,409,000       (13,351,000 )     36,979,000  
Interest income and other
    35,000       3,000       23,000       1,239,000       1,300,000  
Interest expense
    495,000       -       -       6,026,000       6,521,000  
Depreciation and amortization
    7,604,000       3,325,000       1,183,000       2,862,000       14,974,000  
Expenditures for long-lived assets, including intangibles
    3,651,000       630,000       186,000       -       4,467,000  
Total assets at April 30, 2012
    244,208,000       102,816,000       37,203,000       362,133,000       746,360,000  

   
Nine months ended April 30, 2011
 
   
Telecommunications Transmission
   
RF Microwave Amplifiers
   
Mobile Data Communications
   
Unallocated
   
Total
 
Net sales
  $ 173,852,000       69,739,000       228,461,000       -     $ 472,052,000  
Operating income (loss)
    39,217,000       2,241,000       48,510,000       (2,705,000 )     87,263,000  
Interest income and other (expense)
    99,000       (5,000 )     33,000       1,750,000       1,877,000  
Interest expense
    399,000       -       -       5,889,000       6,288,000  
Depreciation and amortization
    8,483,000       3,383,000       4,357,000       4,170,000       20,393,000  
Expenditures for long-lived assets, including intangibles
    8,909,000       547,000       768,000       47,000       10,271,000  
Total assets at April 30, 2011
    257,720,000       102,754,000       28,587,000       590,473,000       979,534,000  
 
 
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Unallocated operating income for the nine months ended April 30, 2012 included $2,638,000 of costs related to a contested proxy solicitation in connection with our fiscal 2011 annual meeting of stockholders. This contested proxy solicitation was initiated by a third party who publicly announced, on November 18, 2011, that it would not proceed with its proxy solicitation. There was no agreement with, consideration paid to, or any accommodation granted to this third party by us. Unallocated operating income for the nine months ended April 30, 2011 includes the receipt of a net termination fee of $12,500,000 related to a Termination and Release Agreement dated September 7, 2010, by which we and CPI International, Inc. (“CPI”) terminated a previously announced Merger Agreement dated May 8, 2010. There was no such benefit recorded for the nine months ended April 30, 2012.

Unallocated expenses result from such corporate expenses as legal, accounting and executive compensation. In addition, for the three and nine months ended April 30, 2012, unallocated expenses include $809,000 and $2,718,000, respectively, of stock-based compensation expense and for the three and nine months ended April 30, 2011, unallocated expenses include $1,118,000 and $3,977,000, respectively, of stock-based compensation expense. Interest expense (which includes amortization of deferred financing costs) associated with our convertible senior notes and our Credit Facility is not allocated to the operating segments. Depreciation and amortization includes amortization of stock-based compensation. Unallocated assets consist principally of cash, deferred financing costs and deferred tax assets. Substantially all of our long-lived assets are located in the U.S.

For the three months ended April 30, 2012 and 2011, intersegment sales by the telecommunications transmission segment to the RF microwave amplifiers segment were $1,333,000 and $729,000, respectively. Intersegment sales for the nine months ended April 30, 2012 and 2011 by the telecommunications transmission segment to the RF microwave amplifiers segment were $3,032,000 and $2,591,000, respectively.

Intersegment sales for the three months ended April 30, 2012 and 2011 by the telecommunications transmission segment to the mobile data communications segment were $1,047,000 and $5,976,000, respectively. For the nine months ended April 30, 2012 and 2011, intersegment sales by the telecommunications transmission segment to the mobile data communications segment were $5,937,000 and $20,285,000, respectively.

Intersegment sales for the three months ended April 30, 2012 and 2011 by the RF microwave amplifiers segment to the telecommunications transmission segment were $34,000 and $1,000, respectively. Intersegment sales for the nine months ended April 30, 2012 and 2011 by the RF microwave amplifiers segment to the telecommunications transmission segment were $119,000 and $32,000, respectively.

All intersegment sales have been eliminated from the tables above.

(17)   
Goodwill

The carrying amount of goodwill by segment at both April 30, 2012 and July 31, 2011 is as follows:

   
Telecommunications
   
RF Microwave
   
Mobile Data
       
   
Transmission
   
Amplifiers
   
Communications
   
Total
 
Goodwill
  $ 107,779,000       29,575,000       13,249,000     $ 150,603,000  
Accumulated impairment
    -       -       (13,249,000 )        (13,249,000 )
Balance
  $ 107,779,000       29,575,000       -     $ 137,354,000  

For purposes of reviewing impairment and the recoverability of goodwill and other intangible assets, each of our three operating segments constitutes a reporting unit and we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the reporting unit. We perform an annual impairment review in the first quarter of each fiscal year.

Based on our annual impairment review performed on August 1, 2011 (the start of our first quarter of fiscal 2012), we determined that none of the goodwill recorded on our Condensed Consolidated Balance Sheet was impaired. Unless there are future indicators of impairment, such as a significant adverse change in our future financial performance, our next impairment review for goodwill will be performed and completed in the first quarter of fiscal 2013. Any impairment charges that we may record in the future could be material to our results of operations and financial condition.

 
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(18)   
Intangible Assets

Intangible assets with finite lives as of April 30, 2012 and July 31, 2011 are as follows:
 
   
April 30, 2012
 
   
Weighted Average
Amortization Period
   
Gross Carrying Amount
   
Accumulated Amortization
   
Net Carrying Amount
 
Technologies
    11.7     $ 47,694,000       29,535,000     $ 18,159,000  
Customer relationships
    10.0       29,931,000       11,494,000       18,437,000  
Trademarks and other
    19.8       6,044,000       2,207,000       3,837,000  
Total
          $ 83,669,000       43,236,000     $ 40,433,000  

   
July 31, 2011
 
   
Weighted Average
Amortization Period
   
Gross Carrying Amount
   
Accumulated Amortization
   
Net Carrying Amount
 
Technologies
    10.2     $ 47,694,000       27,000,000     $ 20,694,000  
Customer relationships
    10.0       29,931,000       9,281,000       20,650,000  
Trademarks and other
    18.6       6,044,000       1,918,000       4,126,000  
Total
          $ 83,669,000       38,199,000     $ 45,470,000  

In October 2010, we acquired the WAN optimization technology assets and assumed certain liabilities of Stampede Technologies, Inc. (“Stampede”) for a purchase price of approximately $5,303,000. Almost all of the purchase price for Stampede was allocated to the estimated fair value of technologies acquired and was assigned an estimated amortizable life of five years.

As of April 30, 2012, we maintain a liability on our Condensed Consolidated Balance Sheet of approximately $3,520,000 related to contingent earn-out payments which we expect to pay based on our belief that certain revenue and related gross margin milestones will be met in future periods. Such payments are expected to be made through October 1, 2013. We estimated this liability based on a number of factors, primarily the likelihood of meeting these milestones based on forecasted revenues. We review our estimates and updated forecasts on a quarterly basis and record adjustments as required. Any adjustments are included in selling, general and administrative expenses in our Condensed Consolidated Statement of Operations and are recorded in the period in which we make such a change.

Of the remaining $3,520,000 contingent earn-out liability as of April 30, 2012, $1,164,000 is included in accrued expenses and other current liabilities and $2,356,000 is included in other long-term liabilities in our Condensed Consolidated Balance Sheet. As of April 30, 2012, we paid $1,687,000 of the total purchase price in cash, including $187,000 of earn-out payments.

Interest accreted on the contingent earn-out liability for the three months ended April 30, 2012 and 2011 was $116,000 and $118,000, respectively. Interest accreted on the contingent earn-out liability for the nine months ended April 30, 2012 and 2011 was $357,000 and $271,000, respectively, and total interest accreted through April 30, 2012 was $748,000.

Amortization expense for the three months ended April 30, 2012 and 2011 was $1,626,000 and $2,173,000 respectively. Amortization expense for the nine months ended April 30, 2012 and 2011 was $5,037,000 and $6,064,000, respectively.

The estimated amortization expense related to intangible assets with finite lives for the fiscal years ending July 31, 2012, 2013, 2014, 2015 and 2016 is $6,637,000, $6,327,000, $6,285,000, $6,211,000 and $4,962,000, respectively.

 
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(19)  
Stockholders’ Equity

Stock Repurchase Program
Pursuant to a September 27, 2011 authorization from our Board of Directors, we can repurchase up to $250,000,000 of our common stock. There is no time restriction on this authorization and repurchases may be made in open-market or privately negotiated transactions and may be made pursuant to SEC Rule10b5-1 trading plans.

During the nine months ended April 30, 2012, we repurchased 6,054,022 shares in open-market transactions for an aggregate cost of $188,061,000 (including transaction costs), with an average price per share of $31.06. In addition, during the nine months ended April 30, 2012, we paid $2,001,000 for repurchases of our common stock which was accrued as of July 31, 2011. As of April 30, 2012, we can repurchase an additional $40,560,000 of our common stock pursuant to our current $250,000,000 authorization.

During the nine months ended April 30, 2011, we repurchased 2,365,870 shares in open-market transactions for an aggregate cost of $68,071,000 (including transaction costs), with an average price per share of $28.77. These repurchases were made pursuant to a $100,000,000 repurchase plan which was ultimately completed in July 2011.

Dividends
In September 2011, our Board of Directors raised our annual targeted dividend from $1.00 per common share to $1.10 per common share. During the nine months ended April 30, 2012, our Board of Directors declared quarterly dividends of $0.275 per common share on September 27, 2011, December 8, 2011 and March 8, 2012 which were paid on November 22, 2011, February 22, 2012 and May 22, 2012, respectively.

On June 7, 2012, our Board of Directors declared a cash dividend of $0.275 per common share to be paid on August 20, 2012 to shareholders of record at the close of business on July 20, 2012.

While future dividends will be subject to Board approval, our Board of Directors is currently targeting annual cash dividend payments aggregating $1.10 per common share.

(20)  
L egal Proceedings and Other Matters

Patent Infringement Lawsuit Settlement
In May 2012, we entered into a full settlement related to a lawsuit that involved our Double Talk ® Carrier-in-Carrier ® (“CIC”) technology that we license from Raytheon Applied Signal Technology, Inc. (“Raytheon”), formerly known as Applied Signal Technology, Inc. We use CIC technology in certain of our satellite earth station modem products.  This settlement did not have any material impact on our consolidated financial condition or results of operations.

 
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BFT-1 Contract Audit
In May 2011, we were notified that our BFT-1 contract which expired on December 31, 2011 was selected for a post award audit by the Defense Contract Audit Agency (“DCAA”). A post award audit (sometimes referred to as a Truth in Negotiations Act or “TINA” audit) generally focuses on whether the contractor disclosed current, accurate and complete cost or pricing data in the contract negotiation process pursuant to Federal Acquisition Regulations (“FAR”). We received $376,355,000 in total orders under our BFT-1 contract.

In January 2012, the Defense Contract Management Agency (“DCMA”) advised us that the fiscal 2008 award of the BFT-1 contract triggered full coverage under the Cost Accounting Standards (“CAS”), which are a set of specialized rules and standards that the U.S. government uses for determining costs on large, negotiated contracts. The DCMA also requested that we submit an initial CAS disclosure statement that would describe our cost accounting practices. We have informed the DCMA that we had addressed this issue with them shortly after we were awarded the BFT-1 contract in fiscal 2008. We believed then, as we do now, that the BFT-1 contract does not trigger full CAS coverage. In response to this issue being raised again, we provided information to the DCMA to support our view that the BFT-1 contract is subject to a CAS exemption for fixed price commercial contract line items (such as our mobile satellite transceivers).

In March 2012, we were awarded a new three-year indefinite delivery/indefinite quantity (“IDIQ”) BFT-1 sustainment contract with the U.S. Army to provide the same type of commercial equipment and services that we previously provided under the aforementioned BFT-1 contract. This new contract incorporates specific FAR Part 12 clauses, which specify that the equipment provided under the contract is commercial (as that term is defined in the FAR). We believe that the commercial designation in our new contract also applies to the original BFT-1 contract and that our original BFT-1 contract was not subject to full coverage under CAS.

In May 2012, the DCAA informed us that it is finalizing its post award audit in accordance with 41 U.S.C. 254b and FAR 52.215-10 and that it anticipates it will issue its audit report by September 2012. The DCMA has not yet commented on whether or not we are required to provide a CAS disclosure statement or whether or not it believes the BFT-1 contract was subject to full coverage under CAS.

Although we believe that our BFT-1 contract was not subject to full coverage under CAS and that our equipment is commercial (as that term is defined), the outcome of the DCAA audit is difficult to predict. If it is ultimately determined that a cost or price adjustment for our BFT-1 contract is appropriate, we may be required to refund monies to the U.S. government, with interest. These amounts could have a material adverse effect on our results of operations and financial condition. 

Other Proceedings
There are certain other pending and threatened legal actions, which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to accurately predict, we believe that the outcome of these pending and threatened actions will not have a material adverse effect on our consolidated financial condition or results of operations.

 
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ITEM 2.                    MANAGEMENT ’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this Quarterly Report on Form 10-Q contains forward-looking statements, including but not limited to, information relating to our future performance and financial condition, plans and objectives of our management and our 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 our control which may cause our actual results, future performance and financial condition, and achievement of our plans and objectives to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include the nature and timing of receipt of, and our performance on, new or existing orders that can cause significant fluctuations in net sales and operating results, the timing and funding of government contracts, adjustments to gross profits on long-term contracts, risks associated with international sales, rapid technological change, evolving industry standards, frequent new product announcements and enhancements, changing customer demands, changes in prevailing economic and political conditions, risks associated with our legal proceedings and other matters, risks associated with our BFT-1 contract, including our ongoing negotiations with the U.S. Army regarding pricing for the engineering services, program management and satellite network operations under our sustainment contract awarded in March 2012, and the post-award audit of our BFT-1 contract, risks associated with our obligations under our revolving credit facility, and other factors described in our filings with the Securities and Exchange Commission (“SEC”).

OVERVIEW

We design, develop, produce and market innovative products, systems and services for advanced communications solutions. We believe many of our solutions play a vital role in providing or enhancing communication capabilities when terrestrial communications infrastructure is unavailable, inefficient or too expensive. We conduct our business through three complementary operating segments: telecommunications transmission, RF microwave amplifiers and mobile data communications. We sell our products to a diverse customer base in the global commercial and government communications markets. We believe we are a leader in the market segments that we serve.

Our telecommunications transmission segment provides sophisticated equipment and systems that are used to enhance satellite transmission efficiency and that enable wireless communications in environments where terrestrial communications are unavailable, inefficient or too expensive. Our telecommunications transmission segment also operates our high-volume technology manufacturing center that can be utilized, in part, by our RF microwave amplifiers and mobile data communications segments and, to a much lesser extent, by third-party commercial customers who outsource a portion of their manufacturing to us. Accordingly, our telecommunications transmission segment’s operating results are impacted positively or negatively by the level of utilization of our high-volume manufacturing center. Our RF microwave amplifiers segment designs, manufactures and markets traveling wave tube amplifiers and solid-state amplifiers, including high-power, broadband RF microwave amplifier products. Our mobile data communications segment provides customers with integrated solutions, including mobile satellite transceivers and satellite network support, to enable global satellite-based communications when mobile, real-time, secure transmission is required for applications including logistics, support and battlefield command and control. Our mobile data communications segment also designs, develops and manufactures microsatellites and related components.
 
 
The vast majority of sales in our mobile data communications segment have historically been derived from indefinite delivery/indefinite quantity (“IDIQ”) contracts to support two U.S. military programs known as Movement Tracking System (“MTS”) and Blue Force Tracking (“BFT-1”). As further discussed in the below section entitled “Status of BFT-1 and MTS Business Activities” and as discussed in our fiscal 2011 Annual Report on Form 10-K (“Form 10-K”) and our Quarterly Reports on Form 10-Q (“Form 10-Q”) for our fiscal quarters ended October 31, 2011 and January 31, 2012, (which were filed with the SEC on September 27, 2011, December 8, 2011 and March 8, 2012, respectively), we expect a material decline in annual revenue and related operating income generated from these programs. As a result, we have initiated and continue to initiate targeted actions to align our cost structure and are in the process of refining our mobile data communications segment’s business strategies.

Quarterly and period-to-period sales and operating results may be significantly affected by either short-term or long-term contracts with our customers. In addition, our gross profit is affected by a variety of factors, including the mix of products, systems and services sold, production efficiencies, estimates of warranty expense, price competition and general economic conditions. Our gross profit may also be affected by the impact of any cumulative adjustments to contracts that are accounted for under the percentage-of-completion method.

 
23
 

Our contracts with the U.S. government can be terminated at any time and orders are subject to unpredictable funding, deployment and technology decisions by the U.S. government. Some of these contracts are IDIQ contracts, and as such, the U.S. government is not obligated to purchase any equipment or services under these contracts. We have in the past experienced and we continue to expect future significant fluctuations in sales and operating results from quarter-to-quarter and period-to-period. As such, comparisons between periods and our current results may not be indicative of a trend or future performance.

As further discussed below, under “ Critical Accounting Policies ,” revenue from the sale of our products is generally recognized when the earnings process is complete, upon shipment or customer acceptance. Revenue from contracts relating to the design, development or manufacture of complex electronic equipment to a buyer’s specification or to provide services relating to the performance of such contracts is generally recognized in accordance with accounting standards that have been codified into Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-35, “Revenue Recognition - Construction-Type and Production-Type Contracts” (“ASC 605-35”). Revenue from contracts that contain multiple elements that are not accounted for under FASB ASC 605-35 is generally accounted for in accordance with FASB ASC 605-25, “Revenue Recognition - Multiple Element Arrangements,” which, among other things, requires revenue associated with multiple element arrangements to be allocated to each element based on the relative selling price method.

Status of BFT-1 and MTS Business Activities

Our combined MTS and BFT-1 sales for the three and nine months ended April 30, 2012 and 2011 were as follows:

   
Three months ended April 30,
   
Nine months ended April 30,
 
   
 
Net
Sales
(in millions)
   
Percentage of
Mobile Data Communications Segment Net Sales
   
Percentage
of Consolidated
Net Sales
   
 
Net
sales
(in millions)
   
Percentage of
Mobile Data Communications Segment Net Sales
   
Percentage
of Consolidated
Net Sales
 
2012
  $ 19.2       81.4 %     19.2 %   $ 64.4       76.2 %     20.6 %
2011
  $ 36.2       79.4 %     27.6 %   $ 198.7       87.0 %     42.1 %

We are currently providing both MTS and BFT-1 sustainment services pursuant to a three-year IDIQ contract that we were awarded in March 2012. This contract has a not-to-exceed value of $80.7 million and a base performance period that began April 1, 2012 and ends March 31, 2013. The contract provides for two twelve-month option periods exercisable by the U.S. Army and, except for a fixed annual intellectual property (“IP”) license fee of $10.0 million, the three-year $80.7 million contract value is subject to finalization and downward negotiation. Payments of annual IP license fees beyond the base year are contingent upon the U.S. Army’s exercise of optional performance periods.

Under the terms of the contract, we agreed to perform certain satellite network and related engineering services (including program management) on a cost-plus-fixed-fee basis. In addition, the contract allows the U.S. Army to purchase certain mobile satellite transceivers on a firm-fixed-price basis. Specific terms and conditions related to the IP license are covered by a separate licensing agreement that provides for annual renewals, at the U.S. Army’s option, for up to a five-year period, after which time the U.S. Army will have a limited non-exclusive right to use certain of our IP for no additional IP licensing fee.

In connection with the initial three-year $80.7 million IDIQ BFT-1 sustainment contract award, we received a funded order for the initial base year of $17.0 million of which $10.0 million was designated for payment of the first year IP license fee and $7.0 million was designated for engineering services, program management and satellite network operations. Pricing for the engineering services, program management and satellite network operations has not yet been finalized and it is possible that we can receive incremental funding of $8.6 million upon finalization.

In order to operate the MTS and BFT-1 network, the U.S. Army must utilize satellite bandwidth. We are currently supplying satellite bandwidth, through June 30, 2012, pursuant to a three-month contract awarded to us in March 2012. Funding for this contact, which has yet to be definitized, was initially set at $18.0 million and we expect this to be lowered to $15.5 million, or lower, when the contract is definitized. We understand that the U.S. Army intends to procure future satellite bandwidth through the Defense Information System Agency (“DISA”) effective July 1, 2012. As such, additional bookings for satellite bandwidth are not likely.

 
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CRITICAL ACCOUNTING POLICIES

We consider certain accounting policies to be critical due to the estimation process involved in each.

Revenue Recognition on Long-Term Contracts.   Revenues and related costs from long-term contracts relating to the design, development or manufacture of complex electronic equipment to a buyer’s specification or to provide services relating to the performance of such contracts are recognized in accordance with FASB ASC 605-35. We primarily apply the percentage-of-completion accounting method and generally recognize revenue based on the relationship of total costs incurred to total projected costs, or, alternatively, based on output measures, such as units delivered or produced. Profits expected to be realized on such contracts are based on total estimated sales for the contract compared to total estimated costs, including warranty costs, at completion of the contract. Direct costs which include materials, labor and overhead are charged to work-in-progress (including our contracts-in-progress) inventory or cost of sales. Indirect costs relating to long-term contracts, which include expenses such as general and administrative, are charged to expense as incurred and are not included in our work-in-progress (including our contracts-in-progress) inventory or cost of sales. Total estimates are reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change. Estimated losses on long-term contracts are recorded in the period in which the losses become evident. Long-term U.S. government cost-reimbursable type contracts are also specifically covered by FASB ASC 605-35.

We have been engaged in the production and delivery of goods and services on a continual basis under contractual arrangements for many years. Historically, we have demonstrated an ability to accurately estimate total revenues and total expenses relating to our long-term contracts; however, there exist inherent risks and uncertainties in estimating revenues, expenses and progress toward completion, particularly on larger or longer-term contracts. If we do not accurately estimate the total sales, related costs and progress towards completion on such contracts, the estimated gross margins may be significantly impacted or losses may need to be recognized in future periods. Any such resulting changes in margins or contract losses could be material to our results of operations and financial condition.

In addition, most government contracts have termination for convenience clauses that provide the customer with the right to terminate the contract at any time. Such terminations could impact the assumptions regarding total contract revenues and expenses utilized in recognizing profit under the percentage-of-completion method of accounting. Changes to these assumptions could materially impact our results of operations and financial condition. Historically, we have not experienced material terminations of our long-term contracts. We also address customer acceptance provisions in assessing our ability to perform our contractual obligations under long-term contracts. Our inability to perform on our long-term contracts could materially impact our results of operations and financial condition. Historically, we have been able to perform on our long-term contracts.

Accounting for Stock-Based Compensation.   As further discussed in “Notes to Condensed Consolidated Financial Statements – Note (4) Stock-Based Compensation,” we issue stock-based awards to certain of our employees and our Board of Directors and we recognize related stock-based compensation for both equity and liability-classified stock-based awards in our condensed consolidated financial statements.

We have used and expect to continue to use the Black-Scholes option pricing model to compute the estimated fair value of certain stock-based awards. The Black-Scholes option pricing model includes assumptions regarding dividend yield, expected volatility, expected option term and risk-free interest rates. The assumptions used in computing the fair value of stock-based awards reflect our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control.

The expected dividend yield is the expected annual dividend as a percentage of the fair market value of the stock on the date of grant. We estimate expected volatility by considering the historical volatility of our stock, the implied volatility of publicly traded call options on our stock, the implied volatility of call options embedded in our 3.0% convertible senior notes and our expectations of volatility for the expected life of stock-based awards. The expected option term is the number of years that we estimate that share-based awards will be outstanding prior to exercise based upon exercise patterns. The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant for an instrument which closely approximates the expected option term. As a result, if other assumptions or estimates had been used for options granted, stock-based compensation expense that was recorded could have been materially different. Furthermore, if different assumptions are used in future periods, stock-based compensation expense could be materially impacted in the future.
 
 
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Impairment of Goodwill and Other Intangible Assets .   As of April 30, 2012, our goodwill and other intangible assets aggregated $177.8 million (of which $107.8 million relates to goodwill allocated to our telecommunications transmission segment and $29.6 million relates to goodwill allocated to our RF microwave amplifiers segment).

For purposes of reviewing impairment and the recoverability of goodwill and other intangible assets, each of our three operating segments constitutes a reporting unit and we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the reporting unit. If these estimates or their related assumptions change in the future, or if we change our reporting structure, we may be required to record impairment charges. We perform an annual goodwill impairment review in the first quarter of each fiscal year.

As of August 1, 2011, we concluded that our RF microwave amplifiers and telecommunications transmission reporting units had an estimated fair value in excess of total asset book value of approximately 78.0% and 6.0%, respectively. Although global market conditions remain challenging, we believe that it is more likely than not that the fair value of each of these reporting units currently exceeds its total asset book value. As such, unless there are indicators of impairment which occur in the fourth quarter of fiscal 2012, our next impairment review for goodwill will be performed as of August 1, 2012 (the first day of our fiscal 2013).

If global economic conditions deteriorate from current levels, or if the market value of our equity or assets declines significantly, or if we are not successful in achieving our expected sales levels or if other events or changes in circumstances occur that indicate that the carrying amount of our assets may not be recoverable, our goodwill may become impaired. Any impairment charges that we may take in the future could be material to our results of operations and financial condition.

Provision for Warranty Obligations.   We provide warranty coverage for most of our products, including products under long-term contracts, for a period of at least one year from the date of shipment. We record a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Costs associated with some of our warranties that are provided under long-term contracts are incorporated into our estimates of total contract costs. There exist inherent risks and uncertainties in estimating warranty expenses, particularly on larger or longer-term contracts. As such, if we do not accurately estimate our warranty costs, any changes to our original estimates could be material to our results of operations and financial condition.

Accounting for Income Taxes.   Our deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, and applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Our provision for income taxes is based on domestic (including federal and state) and international statutory income tax rates in the tax jurisdictions where we operate, permanent differences between financial reporting and tax reporting, and available credits and incentives. We recognize interest and penalties related to uncertain tax positions in income tax expense. The U.S. federal government is our most significant income tax jurisdiction.

Significant judgment is required in determining income tax provisions and tax positions. We may be challenged upon review by the applicable taxing authority and positions taken by us may not be sustained. We recognize all or a portion of the benefit of income tax positions only when we have made a determination that it is more-likely-than-not that the tax position will be sustained upon examination, based upon the technical merits of the position and other factors. For tax positions that are determined as more-likely-than-not to be sustained upon examination, the tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The development of reserves for income tax positions requires consideration of timing and judgments about tax issues and potential outcomes, and is a subjective critical estimate. In certain circumstances, the ultimate outcome of exposures and risks involves significant uncertainties. If actual outcomes differ materially from these estimates, they could have a material impact on our results of operations and financial condition.

Provisions for Excess and Obsolete Inventory.   We record a provision for excess and obsolete inventory based on historical and future usage trends. Other factors may also influence our provision, including decisions to exit a product line, technological change and new product development. These factors could result in a change in the amount of excess and obsolete inventory on hand. Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if we determine that our inventory was overvalued, we would be required to recognize such costs in our financial statements at the time of such determination. Any such charges could be material to our results of operations and financial condition.
 
 
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Allowance for Doubtful Accounts.   We perform credit evaluations of our customers and adjust credit limits based upon customer payment history and creditworthiness, as determined by our review of our customers’ current credit information. Generally, we will require cash in advance or payment secured by irrevocable letters of credit before an order is accepted from an international customer that we do not do business with regularly. In addition, we seek to obtain insurance for certain domestic and international customers. We monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon our historical experience and any specific customer collection issues that we have identified. In light of ongoing tight credit market conditions, we continue to see requests from our customers for higher credit limits and longer payment terms. Because of our strong cash position and the nominal amount of interest we are earning on our cash and cash equivalents, we have, on a limited basis, approved certain customer requests. We continue to monitor our accounts receivable credit portfolio and have not had any significant negative customer credit experiences to-date. While our credit losses have historically been within our expectations of the allowances established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past, especially in light of the current global economic conditions and much tighter credit environment. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the financial health of specific customers. Changes to the estimated allowance for doubtful accounts could be material to our results of operations and financial condition.

Business Outlook for Fiscal 2012

Although we have seen some improvement in our consolidated bookings level, our business outlook for fiscal 2012 has not materially changed since the filing of our Quarterly Report on Form 10-Q for the three months ended January 31, 2012. It remains difficult to predict the timing of new orders as we continue to operate our business in an environment of challenging global economic conditions and a period in which significant U.S. and foreign government budget constraints exist. In addition, of late, European monetary issues have increased and worldwide economic growth appears to have lost momentum. These issues continue to result in uncertainty and reduced spending by our global customer base.

As previously discussed in prior SEC filings, total consolidated net sales and profits in fiscal 2012 are expected to be materially lower than fiscal 2011, primarily due to lower sales to the U.S. Army for the BFT-1 program (which now oversees the MTS program). As further discussed in the above section entitled “ Status of BFT-1 and MTS Business Activities,” we are currently providing both MTS and BFT-1 sustainment services pursuant to a three-year IDIQ contract that we were awarded in March 2012. This three-year contract has a not-to-exceed value of $80.7 million and a base performance period that began April 1, 2012 and ends March 31, 2013. The contract provides for two twelve-month option periods exercisable by the U.S. Army and, except for a fixed annual IP license fee of $10.0 million, the three-year $80.7 million contract value is subject to finalization and downward negotiation. Payments of annual IP license fees beyond the base year are contingent upon the U.S. Army’s exercise of optional performance periods. The annual IP license fee of $10.0 million is being recorded as revenue on a straight-line basis over a twelve-month period which began April 2012.

In response to our expectations of lower consolidated net sales and operating income in fiscal 2012, we have taken, and continue to take, a number of cost reduction actions throughout our operating segments and we expect to continue to refine our mobile data communications segment’s business strategies and cost structure going forward.

As of April 30, 2012, we had $367.6 million of cash and cash equivalents and we expect to continue to execute on our stock repurchase and quarterly dividend programs. We also expect to grow and diversify our business by making one or more acquisitions.

Looking forward to fiscal 2013, we have some level of improved visibility given the March 2012 award of a BFT-1 sustainment contract and related orders received, and our expectation for a new large over-the-horizon microwave system booking for our North African country end-customer that we believe will generate revenues in fiscal 2013. Nevertheless, as further discussed below, it remains difficult to predict our future revenues and operating results.

On November 23, 2011, the Joint Select Committee on Deficit Reduction (commonly referred to as the Super Committee which was established as part of the Budget Control Act of 2011) failed to recommend legislation that would reduce net U.S. government spending by at least $1.2 trillion over the next 10 years. As of June 7, 2012, Congress has not yet identified the required spending reductions and as a result, it is possible that there will be an automatic sequestration of discretionary appropriations for U.S. defense programs. Although we believe that the substantial majority of our products and services are well aligned with national defense and other national priorities, we cannot predict the outcome of final budget deliberations, other actions of Congress or the extent to which any reductions in spending may impact total funding and/or individual funding for programs in which we participate and the resulting impact to our business and financial outlook and actual results.
 
 
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To-date, largely as a result of overall challenging macroeconomic conditions and significant U.S. and foreign government budget constraints, we have experienced delays in customer orders and reductions in customer spending. If business conditions further deteriorate or our current or prospective customers materially postpone, reduce or even forgo purchases of our products and services to a greater extent than we currently anticipate, our business outlook will be adversely affected.

Additional information related to our fiscal 2012 business outlook on certain income statement line items and recent operating segment booking trends is included in the below sections entitled “Comparison of the Results of Operations for the Three Months Ended April 30, 2012 and April 30, 2011” and “Comparison of the Results of Operations for the Nine Months Ended April 30, 2012 and April 30, 2011.”

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED APRIL 30, 2012 AND APRIL 30, 2011

Net Sales. Consolidated net sales were $99.8 million and $131.1 million for the three months ended April 30, 2012 and 2011, respectively, representing a decrease of $31.3 million, or 23.9%. As further discussed below, the period-over-period decrease in net sales is due to lower sales in both our telecommunications transmission and mobile data communications segments, partially offset by higher sales in our RF microwave amplifiers segment.

Telecommunications transmission
Net sales in our telecommunications transmission segment were $48.0 million and $62.4 million for the three months ended April 30, 2012 and 2011, respectively, a decrease of $14.4 million, or 23.1%. This decrease reflects significantly lower sales in our over-the-horizon microwave systems product line and, to a lesser extent, lower sales in our satellite earth station product line.

Sales of our satellite earth station equipment were lower during the three months ended April 30, 2012 as compared to the three months ended April 30, 2011. Although sales of our satellite earth station equipment declined, we did experience a year-over-year and sequential quarterly increase in related bookings. During the third quarter of fiscal 2012, we recorded a number of important bookings including a $3.5 million order for our Advanced VSAT product line and related equipment and a $1.8 million order for the U.S. government (which was our first order for the U.S. government that includes our licensed DoubleTalk ® Carrier-in-Carrier ®   technology). Based on our backlog and expected order flow, we believe that sales of our satellite earth station product line during the fourth quarter of fiscal 2012 will increase as compared to our most recent quarter. Based on our year-to-date and our expected fourth quarter performance, annual net sales in this product line, in fiscal 2012, are expected to be lower than the level we achieved in fiscal 2011.

Sales of our over-the-horizon microwave systems significantly decreased during the three months ended April 30, 2012 as compared to the three months ended April 30, 2011, primarily as a result of the lower level of activity related to a nearly completed $36.3 million contract whose end-user is a North African government. We continue to negotiate with a prime contractor to obtain additional business with our North African country end-customer. Although the sales cycle for this potential contract has been long and further delays could occur, we expect that our efforts will result in the award of a large contract during the latter part of our fourth quarter of fiscal 2012 with related revenues beginning in fiscal 2013. We recently received $5.5 million in orders for our Modular Transportable Troposcatter System ("MTTS") for end-use by the U.S. Army. The timing of completion of these orders is uncertain and these orders could ship during the fourth quarter of fiscal 2012 or during our fiscal 2013. Regardless of the timing of shipment of these orders, we expect that, based on our year-to-date performance, annual net sales in this product line in fiscal 2012 will be significantly lower than the level we achieved in fiscal 2011.

Our telecommunications transmission segment represented 48.1% of consolidated net sales for the three months ended April 30, 2012 as compared to 47.6% for the three months ended April 30, 2011. Bookings, sales and profitability in our telecommunications transmission segment can fluctuate from period-to-period due to many factors, including the book and ship nature of our satellite earth station business, the current adverse conditions in the global economy and the timing of, and our related performance on, contracts from the U.S. government and international customers for our over-the-horizon microwave systems.

RF microwave amplifiers
Net sales in our RF microwave amplifiers segment were $28.1 million for the three months ended April 30, 2012, as compared to $23.1 million for the three months ended April 30, 2011, an increase of $5.0 million, or 21.6%. This increase reflects higher sales of both traveling wave tube and solid-state high-power amplifiers.
 
 
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Bookings in our RF microwave amplifiers segment during the three months ended April 30, 2012 were higher as compared to the three months ended April 30, 2011. Although overall market conditions remain challenging and the ability to predict the timing of additional awards remains difficult, we continue to see increased overall demand for our traveling wave tube amplifier products that are used in satellite communications applications and for solid-state high-power amplifiers. Based on our current backlog and the anticipated timing of orders we expect to receive, we expect fourth quarter net sales in this segment to be comparable to the level we achieved in the third quarter. Based on year-to-date and expected fourth quarter performance, we expect that net sales in this segment in fiscal 2012 will be higher than the level we achieved in fiscal 2011.

Our RF microwave amplifiers segment represented 28.2% of consolidated net sales for the three months ended April 30, 2012 as compared to 17.6% for the three months ended April 30, 2011. Bookings, sales and profitability in our RF microwave amplifiers segment can fluctuate from period-to-period due to many factors, including the challenging business conditions and U.S. and international military budget constraints that currently exist, and the timing of, and our related performance on, contracts from the U.S. government and international customers.

Mobile data communications
Net sales in our mobile data communications segment were $23.6 million for the three months ended April 30, 2012 as compared to $45.6 million for the three months ended April 30, 2011, a substantial decrease of $22.0 million, or 48.2%. This decrease is attributable to both a substantial decline in MTS and BFT-1 sales to the U.S. Army and lower sales related to the design and manufacture of microsatellites.

Sales to the U.S. Army for both the MTS and BFT-1 programs during the three months ended April 30, 2012 were $19.2 million, or 81.4%, of our mobile data communication segment’s sales, as compared to $36.2 million, or 79.4%, during the three months ended April 30, 2011. MTS and BFT-1 program sales for the three months ended April 30, 2012 reflect lower revenues resulting from the U.S. Army’s July 2010 decision to award a third party a contract for the next-generation BFT-2 network and its related decision to combine the MTS program with the BFT-1 program. Sales during the three months ended April 30, 2012 include one month of revenue related to the $10.0 million annual IP license fee that the U.S. Army has agreed to pay pursuant to our $80.7 million three-year BFT-1 IDIQ sustainment contract.

Sales related to the design and manufacture of microsatellites for the three months ended April 30, 2012 significantly decreased as compared to the three months ended April 30, 2011. This decline is almost entirely attributable to lower revenues related to our large contract to deliver a spacecraft bus to the U.S. Navy’s Naval Research Laboratory. Pursuant to our agreement with our customer, we expect to cease work related to this contract in June 2012. As a result of the extreme pressures on our U.S. government customer to reduce its spending, we believe that future short-term bookings for our microsatellite product line have become less certain. Although we are actively working with our customers and other prospective customers to obtain additional orders, it is difficult to predict the timing of any large future contract awards.

As discussed in the above section entitled “ Status of BFT-1 and MTS Business Activities, ” we currently anticipate that the majority of future sales in our mobile data communications segment will be generated from sales of MTS and BFT-1 equipment and services pursuant to our three-year IDIQ contract. Based on the timing of our performance on orders currently in our backlog and additional orders we expect to receive, we expect sales in our mobile data communications segment to increase during the fourth quarter of fiscal 2012 as compared to our most recent quarter. Nevertheless, based on our year-to-date performance and expected level of additional orders, sales in this segment for fiscal 2012 will be materially lower than sales in fiscal 2011. This lower annual sales trend is expected to continue into fiscal 2013.

Our mobile data communications segment represented 23.7% of consolidated net sales for the three months ended April 30, 2012 as compared to 34.8% for the three months ended April 30, 2011. Bookings, sales and profitability in our mobile data communications segment can fluctuate dramatically from period-to-period due to many factors, including unpredictable funding, deployment and technology decisions by the U.S. government. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.

Geography and Customer Type
Sales to the U.S. government (including sales to prime contractors of the U.S. government) represented 48.6% and 49.0% of consolidated net sales for the three months ended April 30, 2012 and 2011, respectively. International sales (which include sales to U.S. companies for inclusion in products that are sold to international customers) represented 39.7% and 40.2% of consolidated net sales for the three months ended April 30, 2012 and 2011, respectively. Domestic commercial sales represented 11.7% and 10.8% of consolidated net sales for the three months ended April 30, 2012 and 2011, respectively. In light of the material decline in MTS and BFT-1 program sales that is expected to occur in fiscal 2012 and fiscal 2013, we expect our commercial and international sales in these periods, as a percentage of consolidated net sales, to increase as compared to fiscal 2011.
 
 
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Gross Profit. Gross profit was $41.7 million and $57.0 million for the three months ended April 30, 2012 and 2011, respectively, representing a decrease of $15.3 million which was primarily driven by the significant decline in consolidated net sales.

Gross profit as a percentage of consolidated net sales was 41.8% for the three months ended April 30, 2012 as compared to 43.5% for the three months ended April 30, 2011. This decrease is primarily attributable to a period-to-period decrease in the gross profit percentage in our mobile data communication segment, partially offset by a slightly higher gross profit percentage in our RF microwave amplifiers segment. Gross profit, as a percentage of related segment sales, is further discussed below.

Our telecommunications transmission segment’s gross profit, as a percentage of related net sales, for the three months ended April 30, 2012 was flat as compared to the percentage achieved for the three months ended April 30, 2011. Although sales during the three months ended April 30, 2012 were lower than the three months ended April 30, 2011, our gross profit percentage in this segment benefited from improved performance related to our $36.3 million over-the-horizon microwave system contract which is nearly complete. Based on year-to-date and expected fourth quarter performance, we expect the gross profit percentage in this segment, in fiscal 2012, to be similar to the level this segment achieved in fiscal 2011.

Our RF microwave amplifiers segment experienced a slightly higher gross profit, as a percentage of related net sales, for the three months ended April 30, 2012 as compared to the three months ended April 30, 2011 primarily due to changes in overall product mix. Based on the nature and type of orders that are currently in our backlog and anticipated orders we expect to receive, we currently expect gross profit, both in dollars and as a percentage of related net sales in this segment for the fourth quarter of fiscal 2012, to be slightly lower than the related amounts we achieved during the three months ended April 30, 2012. Based on year-to-date and expected fourth quarter performance, we expect the gross profit percentage in this segment in fiscal 2012 to be higher than the level we achieved in fiscal 2011.

Our mobile data communications segment’s gross profit, as a percentage of related net sales, for the three months ended April 30, 2012 was significantly lower as compared to the three months ended April 30, 2011, primarily due to changes in overall product mix. During the three months ended April 30, 2011, our gross margins benefited from the sale of high gross margin MTS software license seats to the U.S. Army. We currently anticipate gross profit in future periods, as a percentage of this segment’s sales, to reflect the benefit of recording $10.0 million of annual IP licensing revenue pursuant to our new three-year BFT-1 IDIQ sustainment contract. This annual license fee is being recorded as revenue on a straight-line basis over a twelve-month period which began April 2012. The exact amount of the gross profit percentage increase expected in this segment is difficult to quantify because, as discussed in the above section entitled “ Status of BFT-1 and MTS Business Activities, ” the pricing and terms for various other contracted products and services has not yet been finalized. Significant period-to-period fluctuations in our gross profit percentage and gross margins can occur in our mobile data communications segment as a result of the nature, timing and mix of actual deliveries which are driven by the U.S. Army’s requirements, and our performance on contracts related to the design and manufacture of microsatellites.

Included in cost of sales for both the three months ended April 30, 2012 and 2011 is a provision for excess and obsolete inventory of $0.6 million. As discussed in our “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Provisions for Excess and Obsolete Inventory,” we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage assumptions.

Selling, General and Administrative Expenses .   Selling, general and administrative expenses were $20.0 million and $22.6 million for the three months ended April 30, 2012 and 2011, respectively, representing a decrease of $2.6 million, or 11.5%.

This decrease was primarily driven by lower compensation-related expenses associated with the lower level of consolidated net sales during the three months ended April 30, 2012 as compared to the three months ended April 30, 2011 and lower depreciation expense related to certain mobile data communications segment fixed assets that are now fully depreciated as a result of the July 2011 expiration of the MTS contract. Selling, general and administrative expenses during our most recent quarter include incremental expenses associated with various legal matters, including those specifically discussed in “ Notes to Condensed Consolidated Financial Statements – Note (20) Legal Proceedings and Other Matters,” in Part I, Item 1. of this Form 10-Q.

Amortization of stock-based compensation expense recorded as selling, general and administrative expenses decreased to $0.6 million in the three months ended April 30, 2012 from $0.8 million in the three months ended April 30, 2011.
 
 
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As a percentage of consolidated net sales, selling, general and administrative expenses were 20.0% and 17.2% for the three months ended April 30, 2012 and 2011, respectively. This increase is primarily attributable to the significantly lower level of consolidated net sales during the three months ended April 30, 2012 as compared to the three months ended April 30, 2011.

Based on the increased level of sales activity expected during the fourth quarter of fiscal 2012 as compared to our most recent quarter and the timing of certain planned expenditures, selling, general and administrative expenses, in dollars, are expected to increase during the fourth quarter of fiscal 2012 as compared to the third quarter of fiscal 2012. As previously discussed in earlier SEC filings, we have taken and continue to take cost reduction actions in all of our reportable operating segments to align our staffing and expenses with expected future business activity.

Research and Development Expenses.   Research and development expenses were $9.5 million and $10.3 million for the three months ended April 30, 2012 and 2011, respectively, representing a decrease of $0.8 million, or 7.8%.

For both the three months ended April 30, 2012 and 2011, research and development expenses related to our telecommunications transmission segment were $7.2 million. For the three months ended April 30, 2012 and 2011, research and development expenses of $2.1 million and $2.0 million, respectively, related to our RF microwave amplifiers segment, $0.1 million and $0.9 million, respectively, related to our mobile data communications segment, with the remaining expenses related to the amortization of stock-based compensation expense which is not allocated to our three operating segments.

Amortization of stock-based compensation expense recorded as research and development expenses was $0.1 million and $0.2 million for the three months ended April 30, 2012 and 2011, respectively.

As a percentage of consolidated net sales, research and development expenses were 9.5% and 7.9% for the three months ended April 30, 2012 and 2011, respectively. The increase in research and development expenses, as a percentage of consolidated net sales, is attributable to the significantly lower level of consolidated net sales during the three months ended April 30, 2012 as compared to the three months ended April 30, 2011. We expect research and development expenses, in dollars, for the fourth quarter of fiscal 2012 to be slightly higher than the amount we invested during the most recent quarter of fiscal 2012.

As an investment for the future, we are continually enhancing our existing products and developing new products and technologies. Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During the three months ended April 30, 2012 and 2011, customers reimbursed us $1.3 million and $3.8 million, respectively, which is not reflected in the reported research and development expenses, but is included in net sales with the related costs included in cost of sales.

Amortization of Intangibles.   Amortization relating to intangible assets with finite lives was $1.6 million and $2.2 million in the three months ended April 30, 2012 and 2011, respectively. The decrease is primarily attributable to certain intangible assets that were fully amortized in fiscal 2011.

Operating Income.   Operating income for the three months ended April 30, 2012 and 2011 was $10.6 million, or 10.6% of consolidated net sales, and $21.9 million, or 16.7% of consolidated net sales, respectively. The decline in operating income (both in dollars and as a percentage of consolidated net sales) is attributable to the significantly lower level of consolidated net sales we achieved during the three months ended April 30, 2012 as compared to the three months ended April 30, 2011. Operating income, by segment, is discussed further below.

Operating income in our telecommunications transmission segment was $8.5 million or 17.7% of related net sales for the three months ended April 30, 2012 as compared to $15.4 million or 24.7% of related net sales for the three months ended April 30, 2011. This significant decrease in operating income, both in dollars and as a percentage of related net sales, is primarily attributable to the decrease in this segment’s net sales, as discussed above. Operating income in this segment, during the three months ended April 30, 2012, also reflects increased expenses associated with certain legal matters, including those specifically discussed in “ Notes to Condensed Consolidated Financial Statements – Note (20) Legal Proceedings and Other Matters,” in Part I, Item 1. of this Form 10-Q.

Our RF microwave amplifiers segment generated operating income of $2.6 million or 9.3% of related net sales for the three months ended April 30, 2012 as compared to $1.2 million or 5.2% of related net sales for the three months ended April 30, 2011. This significant increase in operating income, both in dollars and as a percentage of related net sales, is primarily due to the increase in this segment’s net sales and gross profit, partially offset by slightly higher operating expenses.
 
 
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Our mobile data communications segment generated operating income of $2.6 million or 11.0% of related net sales for the three months ended April 30, 2012 as compared to $9.1 million or 20.0% of related net sales for the three months ended April 30, 2011. This significant decrease in operating income, both in dollars and as a percentage of related net sales, is primarily due to this segment’s lower net sales and gross profit, partially offset by lower operating expenses.

Unallocated operating expenses were $3.1 million for the three months ended April 30, 2012 as compared to $3.9 million for the three months ended April 30, 2011. This $0.8 million decrease is primarily attributable to a decline in selling, general and administrative expenses associated with the lower level of consolidated net sales, as discussed above. Amortization of stock-based compensation expense, which is included in unallocated operating expenses, was $0.8 million during the three months ended April 30, 2012 as compared to $1.1 million during the three months ended April 30, 2011.

Because the pricing for various products and services we have agreed to provide to the U.S. Army has not yet been finalized and it remains difficult to predict our overall consolidated sales product mix, it is difficult to precisely estimate operating margins as a percentage of related net sales. Nevertheless, based on the orders currently in our backlog and orders we expect to receive, we anticipate that our consolidated operating income, as a percentage of consolidated net sales, for fiscal 2012 will approximate 12.0%.

Interest Expense.   Interest expense was $2.2 million and $2.1 million for the three months ended April 30, 2012 and 2011, respectively.

Interest Income and Other.   Interest income and other for the three months ended April 30, 2012 was $0.4 million as compared to $0.6 million for the three months ended April 30, 2011. The decrease of $0.2 million is primarily attributable to lower cash balances as a result of repurchases of our common stock and dividend payments. All of our available cash and cash equivalents are currently invested in bank deposits, money market mutual funds, certificates of deposit, and short-term U.S. Treasury securities which, at this time, are currently yielding a blended annual interest rate of approximately 0.37%.

Provision for Income Taxes.   The provision for income taxes was $2.7 million and $6.1 million for the three months ended April 30, 2012 and 2011, respectively. Our effective tax rate was 30.6% for the three months ended April 30, 2012 compared to 29.9% for the three months ended April 30, 2011.

Our effective tax rate for the three months ended April 30, 2012 reflects a discrete tax benefit of approximately $0.4 million primarily related to the finalization of certain tax deductions in connection with the filing of our fiscal 2011 federal income tax return. Our effective tax rate for the three months ended April 30, 2011 reflected a net discrete tax benefit of approximately $1.0 million, primarily relating to a reduction in expenses that were previously deemed to be non-deductible for tax purposes.

For the three months ended April 30, 2012 and 2011, excluding discrete tax items in both periods, our effective tax rate was approximately 35.0%. Excluding the impact of discrete tax items, our fiscal 2012 estimated effective tax rate is expected to approximate 35.0%. This rate reflects the expiration of the federal research and experimentation credit on December 31, 2011. Based on the finalization and filing of our fiscal 2011 tax return, we now expect our cash payments in the fourth quarter of fiscal 2012 to be less than our fourth quarter income tax provision.

Our federal income tax returns for fiscal 2010 and fiscal 2011 and the federal income tax return for fiscal 2008 filed by Radyne Corporation (a company we acquired on August 1, 2008), are subject to potential future IRS audit. Future tax assessments or settlements for other potential later periods, or for other tax jurisdictions, could have a material adverse effect on our consolidated results of operations and financial condition.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED APRIL 30, 2012 AND APRIL 30, 2011

Net Sales. Consolidated net sales were $312.3 million and $472.1 million for the nine months ended April 30, 2012 and 2011, respectively, representing a decrease of $159.8 million, or 33.8%. As further discussed below, the significant period-over-period decrease reflects lower net sales in both our telecommunications transmission and mobile data communications segments, partially offset by slightly higher sales in our RF microwave amplifiers segment.

Telecommunications transmission
Net sales in our telecommunications transmission segment were $156.2 million and $173.9 million for the nine months ended April 30, 2012 and 2011, respectively, a decrease of $17.7 million, or 10.2%. This decrease reflects significantly lower sales in our over-the-horizon microwave systems product line and, to a lesser extent, lower sales in our satellite earth station product line.
 
 
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Sales of our satellite earth station equipment were lower during the nine months ended April 30, 2012 as compared to the nine months ended April 30, 2011. During the nine months ended April 30, 2012, we experienced a decline in bookings as compared to the comparative period in fiscal 2011 which is solely attributable to significantly lower orders received for our U.S. government customers. Sales to our international customers increased during the same period. Based on our backlog and expected order flow, we believe that sales of our satellite earth station product line during the fourth quarter of fiscal 2012 will increase as compared to our most recent quarter. Based on our year-to-date and remaining expected performance, annual net sales in this product line, in fiscal 2012, are expected to be lower than the level we achieved in fiscal 2011.

Sales of our over-the-horizon microwave systems significantly decreased during the nine months ended April 30, 2012 as compared to the nine months ended April 30, 2011, primarily as a result of lower sales pursuant to a nearly completed $36.3 million contract whose end-user is a North African government and a completed $11.0 million contract whose end-user is a Middle Eastern government. We continue to negotiate with a prime contractor to obtain additional business with our North African country end-customer. Although the sales cycle for this potential contract has been long and further delays could occur, we expect that our efforts will result in the award of a large contract during the latter part of our fourth quarter of fiscal 2012 with related revenues beginning in fiscal 2013. We recently received $5.5 million in orders for our Modular Transportable Troposcatter System ("MTTS") for end-use by the U.S. Army. The timing of completion for these orders is uncertain and these orders could ship during the fourth quarter of fiscal 2012 or during our fiscal 2013. Regardless of the timing of shipment of these orders, we expect that, based on our year-to-date performance, annual net sales in this product line in fiscal 2012 will be significantly lower than the level we achieved in fiscal 2011.

Our telecommunications transmission segment represented 50.0% of consolidated net sales for the nine months ended April 30, 2012 as compared to 36.8% for the nine months ended April 30, 2011. Bookings, sales and profitability in our telecommunications transmission segment can fluctuate from period-to-period due to many factors, including the book and ship nature of our satellite earth station business, the current adverse conditions in the global economy and the timing of, and our related performance on, contracts from the U.S. government and international customers for our over-the-horizon microwave systems.

RF microwave amplifiers
Net sales in our RF microwave amplifiers segment were $71.7 million for the nine months ended April 30, 2012, as compared to $69.7 million for the nine months ended April 30, 2011, an increase of $2.0 million, or 2.9%. This increase primarily reflects higher sales of our of our traveling wave tube amplifiers, partially offset by lower sales of our solid-state high-power amplifiers.

Bookings in our RF microwave amplifiers segment for the nine months ended April 30, 2012 were higher as compared to the nine months ended April 30, 2011. Although overall market conditions remain challenging and the ability to predict the timing of additional awards remains difficult, we continue to see increased overall demand for our traveling wave tube amplifier products that are used in satellite communications applications and for solid-state high-power amplifiers.  Based on our current backlog and the anticipated timing of orders we expect to receive, we expect fourth quarter net sales in this segment to be comparable to the level we achieved in the third quarter. Based on year-to-date and expected fourth quarter performance, we expect that net sales in this segment in fiscal 2012 will be higher than the level we achieved in fiscal 2011.

Our RF microwave amplifiers segment represented 23.0% of consolidated net sales for the nine months ended April 30, 2012 as compared to 14.8% for the nine months ended April 30, 2011. Bookings, sales and profitability in our RF microwave amplifiers segment can fluctuate from period-to-period due to many factors, including the challenging business conditions and U.S. and international military budget constraints that currently exist, and the timing of, and our related performance on, contracts from the U.S. government and international customers.

Mobile data communications
Net sales in our mobile data communications segment were $84.5 million for the nine months ended April 30, 2012 as compared to $228.5 million for the nine months ended April 30, 2011, a substantial decrease of $144.0 million, or 63.0%. This anticipated decrease is attributable to both a substantial decline in MTS and BFT-1 sales to the U.S. Army and lower sales related to the design and manufacture of microsatellites.

Sales to the U.S. Army for both the MTS and BFT-1 programs during the nine months ended April 30, 2012 were $64.4 million, or 76.2% of our mobile data communication segment’s sales, as compared to $198.7 million, or 87.0%, during the nine months ended April 30, 2011. MTS and BFT-1 program sales for the nine months ended April 30, 2012 reflect lower revenues resulting from the U.S. Army’s July 2010 decision to award a third party a contract for the next-generation BFT-2 network and its related decision to combine the MTS program with the BFT-1 program.

 
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Sales related to the design and manufacture of microsatellites for the nine months ended April 30, 2012 significantly decreased as compared to the nine months ended April 30, 2011. This decline is almost entirely attributable to lower revenues related to our large contract to deliver a spacecraft bus to the U.S. Navy’s Naval Research Laboratory. Pursuant to our agreement with our customer, we expect to cease work related to this contract in June 2012. As a result of the extreme pressures on our U.S. government customer to reduce its spending, we believe that future large short-term bookings for our microsatellite product line have become less certain. Although we are actively working with our customer and other prospective customers to obtain additional orders, it is difficult to predict the timing of any future contract awards.

As discussed in the above section entitled “ Status of BFT-1 and MTS Business Activities, ” we currently anticipate that the majority of future sales in our mobile data communications segment will be generated from sales of MTS and BFT-1 equipment and services pursuant to our three-year IDIQ contract. Based on the timing of our performance on orders currently in our backlog and additional orders we expect to receive, we expect sales in our mobile data communications segment to increase during the fourth quarter of fiscal 2012 as compared to our most recent quarter. Nevertheless, based on our year-to-date performance and expected level of additional orders, sales in this segment for fiscal 2012 will be materially lower than fiscal 2011. This lower annual sales trend is expected to continue into fiscal 2013.

Our mobile data communications segment represented 27.0% of consolidated net sales for the nine months ended April 30, 2012 as compared to 48.4% for the nine months ended April 30, 2011. Bookings, sales and profitability in our mobile data communications segment can fluctuate dramatically from period-to-period due to many factors, including unpredictable funding, deployment and technology decisions by the U.S. government. As such, period-to-period comparisons of our results may not be indicative of a trend or future performance.

Geography and Customer Type
Sales to the U.S. government (including sales to prime contractors of the U.S. government) represented 47.8% and 63.0% of consolidated net sales for the nine months ended April 30, 2012 and 2011, respectively. International sales (which include sales to U.S. companies for inclusion in products that are sold to international customers) represented 39.9% and 29.0% of consolidated net sales for the nine months ended April 30, 2012 and 2011, respectively. Domestic commercial sales represented 12.3% and 8.0% of consolidated net sales for the nine months ended April 30, 2012 and 2011, respectively.

The lower percentage of consolidated net sales to the U.S. government during the nine months ended April 30, 2012 reflects substantially lower sales to the U.S. Army for the MTS and BFT-1 programs. In light of the material decline in MTS and BFT-1 program sales that is expected to occur in fiscal 2012 and fiscal 2013, we expect our commercial and international sales in these periods, as a percentage of consolidated net sales, to increase as compared to fiscal 2011.

Gross Profit. Gross profit was $134.4 million and $182.1 million for the nine months ended April 30, 2012 and 2011, respectively, representing a decrease of $47.7 million which was primarily driven by the significant decline in consolidated net sales.

Despite the decline in gross profit dollars during the nine months ended April 30, 2012, our gross profit, as a percentage of consolidated net sales, increased from 38.6% for the nine months ended April 30, 2011 to 43.0% for the nine months ended April 30, 2012. During the nine months ended April 30, 2012, our gross profit benefited by approximately $5.6 million related to the finalization of pricing for certain previously received MTS and BFT-1 orders. Excluding this benefit, gross profit, as a percentage of consolidated net sales for the nine months ended April 30, 2012, would have been 42.0% as compared to the 38.6% we achieved for the nine months ended April 30, 2011. This increase primarily reflects a significantly higher percentage of consolidated net sales occurring in our telecommunications transmission segment which generally has a higher gross profit percentage than our other two reportable operating segments. Gross profit, as a percentage of related segment sales is further discussed below.

Our telecommunications transmission segment’s gross profit, as a percentage of related net sales, for the nine months ended April 30, 2012 was slightly higher than the percentage achieved for the nine months ended April 30, 2011. This increase is primarily attributable to better than expected performance related to our North African government and Middle Eastern government over-the-horizon microwave system contracts, which are discussed above. Gross margins in our telecommunications transmission segment during the nine months ended April 30, 2012 reflect lower production, as compared to the nine months ended April 30, 2011, of MTS and BFT-1 products for our mobile data communications segment which, in turn, sells them to the U.S. Army. Based on year-to-date and expected fourth quarter performance, we expect the gross profit percentage in our telecommunications transmission segment, in fiscal 2012, to be similar to the level this segment achieved in fiscal 2011.
 
 
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Our RF microwave amplifiers segment experienced a slightly higher gross profit, as a percentage of related net sales, for the nine months ended April 30, 2012 as compared to the nine months ended April 30, 2011. This increase is attributable to changes in overall product mix. Based on the nature and type of orders that are currently in our backlog and anticipated orders we expect to receive, we currently expect gross profit, both in dollars and as a percentage of related net sales in this segment for the fourth quarter of fiscal 2012, to be slightly lower than the related amounts we achieved during the three months ended April 30, 2012. Based on year-to-date and expected fourth quarter performance, we expect the gross profit percentage in this segment in fiscal 2012 to be higher than the level we achieved in fiscal 2011.

Our mobile data communications segment’s gross profit, as a percentage of related net sales, for the nine months ended April 30, 2012 was higher as compared to the nine months ended April 30, 2011. During the nine months ended April 30, 2012, this segment’s gross profit benefited by approximately $5.6 million related to the finalization of pricing for certain previously received MTS and BFT-1 orders. Excluding this benefit, our mobile data communications segment’s gross profit, as a percentage of related net sales, for the nine months ended April 30, 2012 would have been slightly lower than the level we achieved for the nine months ended April 30, 2011. During the nine months ended April 30, 2011, our gross margins benefited from the sale of high gross margin MTS software license seats to the U.S. Army. We currently anticipate gross profit in future periods, as a percentage of this segment’s sales, to reflect the benefit of recording $10.0 million of annual IP licensing revenue pursuant to our new three-year BFT-1 IDIQ sustainment contract. This annual license fee is being recorded as revenue on a straight-line basis over a twelve-month period which began April 2012. The exact amount of the gross profit percentage increase expected in this segment is difficult to quantify because, as discussed in the above section entitled “ Status of BFT-1 and MTS Business Activities, ” the pricing and terms for various other contracted products and services has not yet been finalized. Significant period-to-period fluctuations in our gross profit percentage and gross margins can occur in our mobile data communications segment as a result of the nature, timing and mix of actual deliveries which are driven by the U.S. Army’s requirements, and our performance on contracts related to the design and manufacture of microsatellites.

Included in cost of sales for the nine months ended April 30, 2012 and 2011 are provisions for excess and obsolete inventory of $2.2 million and $1.5 million, respectively. As discussed in our “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Provisions for Excess and Obsolete Inventory,” we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage assumptions.

Selling, General and Administrative Expenses .   Selling, general and administrative expenses were $63.7 million and $69.7 million for the nine months ended April 30, 2012 and 2011, respectively, representing a decrease of $6.0 million, or 8.6%.

During the nine months ended April 30, 2012, we incurred $2.6 million of costs related to a contested proxy solicitation in connection with our fiscal 2011 annual meeting of stockholders. This contested proxy solicitation was initiated by a third party who publicly announced, on November 18, 2011, that it would not proceed with its proxy solicitation. There was no agreement with, consideration paid to, or any accommodation granted to this third party by us.

Excluding the $2.6 million of proxy solicitation costs, our selling, general and administrative expenses for the nine months ended April 30, 2012 decreased by $8.6 million as compared to the nine months ended April 30, 2011. This decrease was primarily driven by a decline in compensation-related expenses associated with the lower level of consolidated net sales during the nine months ended April 30, 2012 as compared to the nine months ended April 30, 2011 and lower depreciation expenses related to certain mobile data communications segment fixed assets that are now fully depreciated as a result of the July 2011 expiration of the MTS contract. Selling, general and administrative expenses, during the nine months ended April 30, 2012, include incremental expenses associated with various legal matters, including those specifically discussed in “ Notes to Condensed Consolidated Financial Statements – Note (20) Legal Proceedings and Other Matters,” in Part I, Item 1. of this Form 10-Q.

Amortization of stock-based compensation expense recorded as selling, general and administrative expenses decreased to $2.1 million in the nine months ended April 30, 2012 from $2.9 million in the nine months ended April 30, 2011.

As a percentage of consolidated net sales, selling, general and administrative expenses were 20.4% and 14.8% for the nine months ended April 30, 2012 and 2011, respectively. This increase is primarily attributable to the significantly lower level of consolidated net sales during the nine months ended April 30, 2012 as compared to the nine months ended April 30, 2011.

 
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Based on the increased level of sales activity expected during the fourth quarter of fiscal 2012 as compared to our most recent quarter and the timing of certain planned expenditures, selling, general and administrative expenses, in dollars, are expected to increase during the fourth quarter of fiscal 2012 as compared to the third quarter of fiscal 2012. As previously discussed in earlier SEC filings, we have taken and continue to take cost reduction actions in all of our reportable operating segments to align our staffing and expenses with expected future business activity.

Research and Development Expenses.   Research and development expenses were $28.6 million and $31.5 million for the nine months ended April 30, 2012 and 2011, respectively, representing a decrease of $2.9 million, or 9.2%.

For the nine months ended April 30, 2012 and 2011, research and development expenses of $21.7 million and $20.9 million, respectively, related to our telecommunications transmission segment, $5.9 million and $6.7 million, respectively, related to our RF microwave amplifiers segment, $0.6 million and $3.2 million, respectively, related to our mobile data communications segment, with the remaining expenses related to the amortization of stock-based compensation expense which is not allocated to our three operating segments.

Amortization of stock-based compensation expense recorded as research and development expenses was $0.4 million and $0.7 million for the nine months ended April 30, 2012 and 2011, respectively.

As a percentage of consolidated net sales, research and development expenses were 9.2% and 6.7% for the nine months ended April 30, 2012 and 2011, respectively. The increase in research and development expenses, as a percentage of consolidated net sales, is attributable to the significantly lower level of consolidated net sales during the nine months ended April 30, 2012 as compared to the nine months ended April 30, 2011. We expect research and development expenses, in dollars, for the fourth quarter of fiscal 2012 to be slightly higher than the amount we invested during the most recent quarter of fiscal 2012.

As an investment for the future, we are continually enhancing our existing products and developing new products and technologies. Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During the nine months ended April 30, 2012 and 2011, customers reimbursed us $4.7 million and $8.6 million, respectively, which is not reflected in the reported research and development expenses, but is included in net sales with the related costs included in cost of sales.

Amortization of Intangibles.   Amortization relating to intangible assets with finite lives was $5.0 million and $6.1 million in the nine months ended April 30, 2012 and 2011, respectively. The slight decrease is primarily attributable to certain intangible assets that were fully amortized in fiscal 2011.

Merger Termination Fee.   During the nine months ended April 30, 2011, we benefited from the receipt of a net merger termination fee of $12.5 million related to a Termination and Release Agreement dated September 7, 2010, by which we and CPI International Inc. terminated a previously announced Merger Agreement dated May 8, 2010.

Operating Income.   Operating income for the nine months ended April 30, 2012 and 2011 was $37.0 million, or 11.8% of consolidated net sales, and $87.3 million, or 18.5% of consolidated net sales, respectively.

Excluding the net benefit to operating income in the first nine months of fiscal 2012 associated with both the previously discussed finalization of pricing and increased funding for certain MTS and BFT-1 orders and the costs associated with the withdrawn contested proxy solicitation, operating income approximated $34.0 million, or 11.1% of consolidated net sales for the nine months ended April 30, 2012. Excluding the net merger termination fee of $12.5 million recorded in the first quarter of fiscal 2011, operating income approximated $74.8 million or 15.8% of consolidated net sales for the nine months ended April 30, 2011.

The decline in operating income (both in dollars and as a percentage of consolidated net sales) is attributable to the significantly lower level of consolidated net sales we achieved during the nine months ended April 30, 2012 as compared to the nine months ended April 30, 2011. Operating income, by segment, is discussed further below.

Operating income in our telecommunications transmission segment was $29.8 million or 19.1% of related net sales for the nine months ended April 30, 2012 as compared to $39.2 million or 22.5% of related net sales for the nine months ended April 30, 2011. This decrease in operating income, both in dollars and as a percentage of related net sales, is primarily attributable to the decrease in this segment’s net sales and higher research and development expenses, as discussed above. Operating income in this segment, during the nine months ended April 30, 2012, reflects increased expenses associated with certain legal matters, including those specifically discussed in “ Notes to Condensed Consolidated Financial Statements – Note (20) Legal Proceedings and Other Matters,” in Part I, Item 1. of this Form 10-Q.
 
 
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Our RF microwave amplifiers segment generated operating income of $4.1 million or 5.7% of related net sales for the nine months ended April 30, 2012 as compared to $2.2 million or 3.2% of related net sales for the nine months ended April 30, 2011. This increase in operating income, both in dollars and as a percentage of related net sales, is primarily due to a higher gross profit as a percentage of related net sales and lower research and development expenses, as discussed above.

Our mobile data communications segment generated operating income of $16.4 million or 19.4% of related net sales for the nine months ended April 30, 2012 as compared to $48.5 million or 21.2% of related net sales for the nine months ended April 30, 2011. The decrease in operating income, both in dollars and as a percentage of related net sales, was primarily due to this segment’s lower net sales, partially offset by the increase in the gross profit percentage (including the fiscal 2012 benefit associated with the finalization of pricing related to certain MTS and BFT-1 orders), lower depreciation expenses and research and development expenses, as discussed above.

Unallocated operating expenses were $13.3 million for the nine months ended April 30, 2012 as compared to $2.7 million for the nine months ended April 30, 2011. Excluding the aforementioned $2.6 million of costs recorded as selling, general and administrative expenses and excluding the previously discussed receipt of a $12.5 million net merger termination fee associated with the termination of the CPI acquisition agreement, unallocated operating expenses were $10.7 million and $15.2 million for the nine months ended April 30, 2012 and 2011, respectively. This $4.5 million decrease is primarily attributable to a decline in selling, general and administrative expenses associated with the lower level of consolidated net sales, as discussed above.

Amortization of stock-based compensation expense, which is included in unallocated operating expenses, was $2.7 million during the nine months ended April 30, 2012 as compared to $4.0 million during the nine months ended April 30, 2011.

Because the pricing for various products and services we have agreed to provide to the U.S. Army has not yet been finalized and it remains difficult to predict our overall consolidated sales product mix, it is difficult to precisely estimate operating margins as a percentage of related net sales. Nevertheless, based on the orders currently in our backlog and orders we expect to receive, we anticipate that our consolidated operating income, as a percentage of consolidated net sales, for fiscal 2012 will approximate 12.0%.

Interest Expense.   Interest expense was $6.5 million and $6.3 million for the nine months ended April 30, 2012 and 2011, respectively.

Interest Income and Other.   Interest income and other for the nine months ended April 30, 2012 was $1.3 million as compared to $1.9 million for the nine months ended April 30, 2011. The decrease of $0.6 million is primarily attributable to lower cash balances as a result of repurchases of our common stock and dividend payments. All of our available cash and cash equivalents are currently invested in bank deposits, money market mutual funds, certificates of deposit, and short-term U.S. Treasury securities which, at this time, are currently yielding a blended annual interest rate of approximately 0.37%.

Provision for Income Taxes.   The provision for income taxes was $7.3 million and $26.8 million for the nine months ended April 30, 2012 and 2011, respectively. Our effective tax rate was 22.9% for the nine months ended April 30, 2012 compared to 32.4% for the nine months ended April 30, 2011.

Our effective tax rate for the nine months ended April 30, 2012 reflects a net discrete tax benefit of approximately $3.8 million which principally relates to an effective settlement that we reached with the IRS relating to its audit of our federal income tax returns for the fiscal years ended July 31, 2007 through July 31, 2009. Our effective tax rate for the nine months ended April 30, 2011 reflects net discrete tax benefits of approximately $2.2 million, primarily relating to the reversal of tax contingencies no longer required due to the expiration of applicable statutes of limitations and the passage of legislation that included the retroactive extension of the federal research and experimentation credit from December 31, 2009 to December 31, 2011. For both the nine months ended April 30, 2012 and 2011, excluding discrete tax items in both periods, our effective tax rate was approximately 35.0%.

Excluding the impact of discrete tax items, our fiscal 2012 estimated effective tax rate is expected to approximate 35.0%. This rate reflects the expiration of the federal research and experimentation credit on December 31, 2011. Based on the finalization and filing of our fiscal 2011 tax return, we now expect our cash payments in the fourth quarter of fiscal 2012 to be less than our fourth quarter income tax provision.

Our federal income tax returns for fiscal 2010 and fiscal 2011 and the federal income tax return for fiscal 2008 filed by Radyne Corporation (a company we acquired on August 1, 2008), are subject to potential future IRS audit. Future tax assessments or settlements for other potential later periods, or for other tax jurisdictions, could have a material adverse effect on our consolidated results of operations and financial condition.
 
 
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LIQUIDITY AND CAPITAL RESOURCES

Our unrestricted cash and cash equivalents decreased to $367.6 million at April 30, 2012 from $558.8 million at July 31, 2011, representing a decrease of $191.2 million. The decrease in cash and cash equivalents during the nine months ended April 30, 2012 was primarily driven by the following:

·  
Net cash provided by operating activities was $17.2 million for the nine months ended April 30, 2012 as compared to $68.9 million for the nine months ended April 30, 2011. The decrease was primarily attributable to lower operating income (due in part to a $12.5 million net merger termination fee we received during the nine months ended April 30, 2011) and an increase in net working capital requirements during the nine months ended April 30, 2012 as compared to the nine months ended April 30, 2011. In April 2012, we invoiced the U.S. Army for the $10.0 million annual IP license fee pursuant to our $80.7 million three-year BFT-1 IDIQ sustainment contract. This amount was paid in full in May 2012 and will positively impact our net cash from operating activities for the fourth quarter of fiscal 2012. The ultimate amount of cash we generate in any specific quarter will be largely impacted by the timing of working capital requirements associated with our overall sales efforts.

·  
Net cash used in investing activities for the nine months ended April 30, 2012 was $4.5 million as compared to $7.7 million for the nine months ended April 30, 2011. During the nine months ended April 30, 2012, we spent $4.5 million to purchase property, plant and equipment, including expenditures relating to ongoing equipment upgrades and enhancements to our high-volume technology manufacturing center in Tempe, Arizona.

·  
Net cash used in financing activities was $203.9 million for the nine months ended April 30, 2012 as compared to $79.9 million for the nine months ended April 30, 2011. During the nine months ended April 30, 2012, we used $190.1 million for the repurchase of our common stock pursuant to our current $250.0 million stock repurchase program. In addition, during the nine months ended April 30, 2012, we paid $17.6 million in dividends to our stockholders.

Our investment policy relating to our unrestricted cash and cash equivalents is intended to minimize principal loss while at the same time maximize the income we receive without significantly increasing risk. To minimize risk, we generally invest our cash and cash equivalents in money market mutual funds (both government and commercial), certificates of deposit, bank deposits, and U.S. Treasury securities. Many of our money market mutual funds invest in direct obligations of the U.S. government, bank securities guaranteed by the Federal Deposit Insurance Corporation, certificates of deposit and commercial paper and other securities issued by other companies. While we cannot predict future market conditions or market liquidity or the ultimate outcome of the current European monetary issues and related concerns, we believe our investment policies are appropriate in the current environment. Ultimately, the availability of our cash and cash equivalents is dependent on a well-functioning liquid market.

At April 30, 2012 we had $367.6 million of cash and cash equivalents. As of April 30, 2012, our material short-term cash requirements primarily consist of cash necessary to fund (i) our ongoing working capital needs, including income tax payments, (ii) anticipated quarterly dividends and, (iii) repurchases of our common stock that we may make pursuant to our stock repurchase program. In addition, in future periods, we may also redeploy a large portion of our cash and cash equivalents for one or more acquisitions.

In September 2011, our Board of Directors authorized an increase to our stock repurchase program from $150.0 million to $250.0 million. During the nine months ended April 30, 2012, we purchased approximately 6.1 million shares of our common stock in open-market transactions with an average price per share of $31.06 and at an aggregate cost of $188.1 million (including transaction costs). In addition, during the nine months ended April 30, 2012, we paid $2.0 million for repurchases of our common stock that was accrued as of July 31, 2011. As of April 30, 2012, $40.6 million remains available for purchases under our $250.0 million stock repurchase program.

In September 2011, our Board of Directors raised our annual targeted dividend from $1.00 per common share to $1.10 per common share. During the nine months ended April 30, 2012, our Board of Directors declared quarterly dividends of $0.275 per common share on September 27, 2011, totaling $6.1 million, on December 8, 2011, totaling $5.4 million, and March 8, 2012, totaling $5.1 million, which were paid on November 22, 2011, February 22, 2012 and May 22, 2012, respectively. On June 7, 2012, our Board of Directors declared our eighth consecutive quarterly dividend of $0.275 per common share payable on August 20, 2012 to shareholders of record at the close of business on July 20, 2012. Future dividends are subject to Board approval.

 
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Our material long-term cash requirements primarily consist of the possible use of cash to repay $200.0 million of our 3.0% convertible senior notes and payments relating to our operating leases. In addition, we expect to make future cash payments of approximately $4.3 million related to our 2009 Radyne related restructuring plan.

We have historically met both our short-term and long-term cash requirements with funds provided by a combination of cash and cash equivalent balances, cash generated from operating activities and cash generated from financing transactions.
 
In June 2012, we amended our secured revolving credit facility. The amended agreement allows us to borrow up to $100.0 million, has lower fees, provides an option to extend the agreement beyond April 30, 2014 and continues to provide us the flexibility to repurchase additional shares of our common stock.
 
In light of ongoing tight credit market conditions and overall adverse business conditions, we continue to receive requests from our customers for higher credit limits and longer payment terms. Because of our strong cash position and the nominal amount of interest we are earning on our cash and cash equivalents, we have, on a limited basis, approved certain customer requests. We continue to monitor our accounts receivable credit portfolio and have not had any material negative customer credit experiences to-date. Based on our anticipated level of future sales and operating income, we believe that our existing cash and cash equivalent balances and our cash generated from operating activities will be sufficient to meet both our currently anticipated short-term and long-term operating cash requirements.

Although it is difficult in the current economic and credit environment to predict the terms and conditions of financing that may be available in the future, should our short-term or long-term cash requirements increase beyond our current expectations, we believe that we would have sufficient access to credit from financial institutions and/or financing from public and private debt and equity markets.

As discussed in “ Notes to Condensed Consolidated Financial Statements – Note (20) Legal Proceedings and Other Matters,” we are incurring expenses associated with certain legal proceedings. The outcome of these legal proceedings and other matters is inherently difficult to predict and an adverse outcome in one or more matters could have a material adverse effect on our consolidated financial condition and results of operations in the period of such determination.

FINANCING ARRANGEMENTS

In May 2009, we issued $200.0 million of our 3.0% convertible senior notes in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from this transaction were approximately $194.5 million after deducting the initial purchasers’ discount and transaction costs. For further information, see “Notes to Condensed Consolidated Financial Statements – Note (12) 3.0% Convertible Senior Notes.”

We have a committed $100.0 million secured revolving credit facility with a syndicate of bank lenders, as amended June 6, 2012. The credit facility expires on April 30, 2014 but may be extended by us to December 31, 2016, subject to certain conditions relating primarily to the repurchase, redemption or conversion of our 3.0% convertible senior notes and compliance with all other credit facility covenants. The Credit Facility provides for the extension of credit to us in the form of revolving loans, including letters of credit, at any time and from time to time during its term, in the aggregate principal amount at any time outstanding not to exceed $100.0 million for both revolving loans and letters of credit, with sub-limits of $15.0 million for commercial letters of credit and $35.0 million for standby letters of credit. Subject to certain limitations as defined, the Credit Facility may be used for acquisitions, stock repurchases, dividends, working capital and other general corporate purposes. The Credit Facility provides for, among other things, that we (i) not exceed a maximum ratio of consolidated total indebtedness to Consolidated Adjusted EBITDA (each as defined in the Credit Facility); (ii) not exceed a maximum ratio of consolidated senior secured indebtedness to Consolidated Adjusted EBITDA (each as defined in the Credit Facility); (iii) maintain a minimum fixed charge ratio (as defined in the Credit Facility); and (iv) maintain a minimum consolidated net worth; in each case measured on the last day of each fiscal quarter. The Credit Facility also requires that, in the event total consolidated indebtedness (as defined in the Credit Facility) is less than $200.0 million, we maintain a minimum level of Consolidated Adjusted EBITDA (as defined in the Credit Facility) during any four consecutive fiscal-quarter period.

OFF-BALANCE SHEET ARRANGEMENTS

As of April 30, 2012, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.
 
 
39
 

COMMITMENTS

Except as disclosed in the below table, in the normal course of business, we routinely enter into binding and non-binding purchase obligations primarily covering anticipated purchases of inventory and equipment. We do not expect that these commitments, as of April 30, 2012, will materially adversely affect our liquidity.

At April 30, 2012, we had contractual cash obligations relating to: (i) our operating lease commitments (including satellite lease expenditures relating to our mobile data communications segment) and (ii) the potential cash repayment of our 3.0% convertible senior notes.

At April 30, 2012, payments due under these long-term obligations, excluding interest on the 3.0% convertible senior notes, are as follows:
 
   
Obligations Due by Fiscal Years or Maturity Date (in thousands)
 
   
 
Total
   
Remainder of
2012
   
2013
and
2014
   
2015
and
2016
   
After
2016
 
Operating lease commitments
  $ 46,133       11,469       13,976       9,985       10,703  
3.0% convertible senior notes
    200,000       -       -       -       200,000  
Total contractual cash obligations
    246,133       11,469       13,976       9,985       210,703  
Less contractual sublease payments
    (4,407 )     (304 )     (2,488 )     (1,615 )     -  
Net contractual cash obligations
  $ 241,726       11,165       11,488       8,370       210,703  

As discussed further in “Notes to Condensed Consolidated Financial Statements – Note (12) 3.0% Convertible Senior Notes ,”  on May 8, 2009, we issued $200.0 million of our 3.0% convertible senior notes. Holders of the notes will have the right to require us to repurchase some or all of the outstanding notes, solely for cash, on May 1, 2014, May 1, 2019 and May 1, 2024 and upon certain events, including a change in control. If not redeemed by us, repaid pursuant to the holders’ right to require repurchase, or converted at the holders’ election, the notes mature on May 1, 2029.

As discussed further in “Notes to Condensed Consolidated Financial Statements – Note (19) Stockholders’ Equity,”   on June 7, 2012, our Board of Directors declared a cash dividend of $0.275 per common share to be paid on August 20, 2012 to shareholders of record at the close of business on July 20, 2012. Future dividends are subject to Board approval. No dividend amounts are included in the above table.

At April 30, 2012, we have $1.2 million of standby letters of credit agreements outstanding under our Credit Facility related to the guarantee of future performance on certain contracts and no commercial letters of credit outstanding. Such amounts are not included in the above table.

In October 2010, we acquired the WAN optimization technology assets and assumed certain liabilities of Stampede for $5.3 million, of which $1.7 million, including approximately $0.2 million of earn-out payments, was paid as of April 30, 2012. As of April 30, 2012, the remaining fair value of contingent earn-out payments, including accreted interest of $0.6 million, which we expect to make over a three year period ending October 1, 2013 is $3.5 million. Such amounts are not included in the above table.

In the ordinary course of business we include indemnification provisions in certain of our customer contracts. Pursuant to these agreements, we have agreed to indemnify, hold harmless and reimburse the indemnified party for losses suffered or incurred by the indemnified party, including but not limited to losses related to third-party intellectual property claims. To-date, there have not been any material costs or expenses incurred in connection with such indemnification clauses. Our insurance policies may not cover the cost of defending indemnification claims or providing indemnification. As a result, if a claim were asserted against us by any party that we have agreed to indemnify, we could incur future legal costs and damages.

We have change of control agreements and indemnification agreements with certain of our executive officers and certain key employees. All of these agreements may require payments, in certain circumstances, including, but not limited to, an event of a change in control of our Company. Such amounts are not included in the above table.

Our Condensed Consolidated Balance Sheet at April 30, 2012 includes total liabilities of $3.6 million for uncertain tax positions, including interest, all of which may result in cash payment. The future payments related to uncertain tax positions have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.

 
40
 


RECENT ACCOUNTING PRONOUNCEMENTS

We are required to prepare our consolidated financial statements in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) which is the source for all authoritative U.S. generally accepted accounting principles, which is commonly referred to as “GAAP.” The ASC is subject to updates by the FASB, which are known as Accounting Standards Updates (“ASUs”).

The following ASUs have been issued and incorporated into the ASC and have not yet been adopted by us:

·  
FASB ASU No. 2011-11, issued in December 2011, requires entities to disclose both gross and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. The objective of this ASU is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards (“IFRS”). This ASU is effective in our third quarter of fiscal year 2013 and should be applied retrospectively for all comparable periods presented. We currently do not have any master netting agreements and do not believe this ASU will have any impact on our consolidated financial statements.

As further discussed in “Notes to Condensed Consolidated Financial Statements – Note (2) Adoption of Accounting Standards Updates,” during the nine months ended April 30, 2012, we adopted several ASUs. These adoptions did not have a material impact on our condensed consolidated financial statements.

Item 3.       Quantitative and Qualitative Disclosures about Market Risk

Our earnings and cash flows are subject to fluctuations due to changes in interest rates, primarily from our investment of available cash balances. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. As of April 30, 2012, we had unrestricted cash and cash equivalents of $367.6 million, which consisted of cash and highly-liquid money market mutual funds, certificates of deposit, bank deposits and U.S. Treasury securities. Many of these investments are subject to fluctuations in interest rates, which could impact our results. Based on our investment portfolio balance as of April 30, 2012, a hypothetical change in interest rates of 10% would have approximately a $0.1 million impact on interest income over a one-year period. Ultimately, the availability of our cash and cash equivalents is dependent on a well-functioning liquid market.

Our 3.0% convertible senior notes bear a fixed rate of interest. As such, our earnings and cash flows are not sensitive to changes in interest rates on our long-term debt. As of April 30, 2012, we estimate the fair market value of our 3.0% convertible senior notes to be $221.6 million based on recent trading activity.

Item 4 .      Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was carried out under our supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by the report to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

There have been no changes in our internal controls over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

The certifications of our Chief Executive Officer and Chief Financial Officer, that are Exhibits 31.1 and 31.2, respectively, should be read in conjunction with the foregoing information for a more complete understanding of the references in those Exhibits to disclosure controls and procedures and internal control over financial reporting.
 
 
41
 

PART II
OTHER INFORMATION

Item 1.       Legal Proceedings

See “Notes to Condensed Consolidated Financial Statements – Note (20) Legal Proceedings and Other Matters,” in Part I, Item 1. of this Form 10-Q for information regarding legal proceedings.

Item 1A .  Risk Factors

There have been no material changes from the risk factors previously disclosed in our Form 10-K for the fiscal year ended July 31, 2011, except as follows:

Our BFT-1 contract that was awarded to us in fiscal 2007 and whose ordering period expired on December 31, 2011, has been selected for a post award audit. If it is ultimately determined that a price adjustment for our BFT-1 contract is appropriate, we may be required to reimburse the U.S. government, with interest. These amounts could have a material adverse effect on our results of operations and financial condition.

In May 2011, we were notified that our BFT-1 contract which expired on December 31, 2011 was selected for a post award audit by the Defense Contract Audit Agency (“DCAA”). A post award audit (sometimes referred to as a Truth in Negotiations Act or “TINA” audit) generally focuses on whether the contractor disclosed current, accurate and complete cost or pricing data in the contract negotiation process pursuant to Federal Acquisition Regulations (“FAR”). We received $376.4 million in total orders under our BFT-1 contract.

In January 2012, the Defense Contract Management Agency (“DCMA”) advised us that the fiscal 2008 award of the BFT-1 contract triggered full coverage under the Cost Accounting Standards (“CAS”), which are a set of specialized rules and standards that the U.S. government uses for determining costs on large, negotiated contracts. The DCMA also requested that we submit an initial CAS disclosure statement that would describe our cost accounting practices. We have informed the DCMA that we had addressed this issue with them shortly after we were awarded the BFT-1 contract in fiscal 2008. We believed then, as we do now, that the BFT-1 contract does not trigger full CAS coverage. In response to this issue being raised again, we provided information to the DCMA to support our view that the BFT-1 contract is subject to a CAS exemption for fixed price commercial contract line items (such as our mobile satellite transceivers).

In March 2012, we were awarded a new three-year indefinite delivery/indefinite quantity (“IDIQ”) BFT-1 sustainment contract with the U.S. Army to provide the same type of commercial equipment and services that we previously provided under the aforementioned BFT-1 contract. This new contract incorporates specific FAR Part 12 clauses, which specify that the equipment provided under the contract is commercial (as that term is defined in the FAR). We believe that the commercial designation in our new contract also applies to the original BFT-1 contract and that our original BFT-1 contract was not subject to full coverage under CAS.

In May 2012, the DCAA informed us that it is finalizing its post award audit in accordance with 41 U.S.C. 254b and FAR 52.215-10 and that it anticipates it will issue its audit report by September 2012. The DCMA has not yet commented on whether or not we are required to provide a CAS disclosure statement or whether or not it believes the BFT-1 contract was subject to full coverage under CAS.

Although we believe that our BFT-1 contract was not subject to full coverage under CAS and that our equipment is commercial (as that term is defined), the outcome of the DCAA audit is difficult to predict. If it is ultimately determined that a cost or price adjustment for our BFT-1 contract is appropriate, we may be required to refund monies to the U.S. government, with interest. These amounts could have a material adverse effect on our results of operations and financial condition.

 
42
 

Item 2 .      Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The number and average price of shares purchased during the nine months ended April 30, 2012 are set forth in the table below:

   
 
 
Total Number
of Shares
Purchased
   
 
 
 
Average Price
Paid per Share
   
Total Number
of Shares
Purchased as
part of Publicly
Announced
Program
   
Approximate
Dollar Value
of Shares that May
Yet Be Purchased
 Under the Program
 
August 1 – August 31, 2011
    476,866     $ 26.23       476,866     $ 116,004,000  
September 1 – September 30, 2011
    479,492       27.78       479,492       202,693,000  
October 1 – October 31, 2011
    1,771,035       31.42       1,761,035       147,402,000  
November 1 – November 30, 2011
    1,284,625       33.69       1,284,625       104,144,000  
December 1 – December 31, 2011
    643,494       29.09       643,494       85,440,000  
January 1 – January 31, 2012
    420,780       29.92       420,780       72,858,000  
February 1 –  February  29, 2012
    245,363       32.62       245,363       64,858,000  
March 1 –  March  31, 2012
    269,358       32.69       269,358       56,058,000  
April 1 –  April  30, 2012
    473,009       32.79       473,009       40,560,000  
Total
    6,064,022       31.06       6,054,022       40,560,000  

In July 2011, our Board of Directors authorized a $150.0 million stock repurchase program, which was increased to $250.0 million on September 27, 2011. There is no time restriction on this authorization and repurchases may be made in open-market or privately negotiated transactions and may be made pursuant to SEC Rule 10b5-1 trading plans.

During the nine months ended April 30, 2012, we repurchased 6,054,022 shares in open-market transactions for an aggregate cost of approximately $188,061,000 (including transaction costs) with an average price per share of $31.06. In addition, during the period October 1, 2011 through October 31, 2011, an “affiliated purchaser,” as defined in Rule 10b-18(a)(3), purchased 10,000 shares, at an average price of $31.51, which are included in the above table. As of April 30, 2012, we have the authority to repurchase up to an additional $40,560,000 of our common stock.

See “Notes to Condensed Consolidated Financial Statements – Note (11) Credit Facility,” in Part I, Item 1. of this Form 10-Q for a description of certain restrictions on equity security repurchases.


 
43
 


Item 6 .      Exhibits

(a)  
 Exhibits

 

 
 
 

 

 

 

 

 
Exhibit 101.INS - XBRL Instance Document

 
Exhibit 101.SCH - XBRL Taxonomy Extension Schema Document

 
Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document

 
Exhibit 101.LAB - XBRL Taxonomy Extension Labels Linkbase Document

 
Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document

 
Exhibit 101.DEF - XBRL Taxonomy Extension Definition Linkbase Document


… Certain portions of this agreement have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.


 
44
 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




COMTECH TELECOMMUNICATIONS CORP.
(Registrant)






Date:  June 7, 2012                                                                              By: /s/ Fred Kornberg                                                   
Fred Kornberg
Chairman of the Board
Chief Executive Officer and President
(Principal Executive Officer)



Date:  June 7, 2012                                                                              By: /s/ Michael D. Porcelain                                                   
Michael D. Porcelain
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 



 
45
 

Exhibit 10.1

NED – STOCK UNITS


STOCK UNIT AGREEMENT
PURSUANT TO THE
COMTECH TELECOMMUNICATIONS CORP.
2000 STOCK INCENTIVE PLAN

 
Dear [Director Name]:
 
Preliminary Statement
 
As a non-employee director of Comtech Telecommunications Corp. (the “ Company ”), pursuant to your election made in accordance with Section 13.7(a) of the Plan, you were automatically granted on [Date] (the “ Grant Date ”), pursuant to the terms of the Plan and this Stock Unit Agreement (this “ Agreement ”), the number of stock units (the “ Units ”) set forth below in lieu of all or a portion of your annual cash retainer for 201___.  Each Unit represents one (1) share of the Company’s common stock, $.10 par value per share (the “ Common Stock ”).
 
The terms of the grant are as follows:
 
1.     Grant of Units .  Subject in all respects to the Plan and the terms and conditions set forth herein and therein, on the Grant Date you were automatically granted [#] fully vested Units (the “ Award ”).
 
2.     Payment . Subject to the terms of this Agreement and the Plan, you shall receive one share of Common Stock with respect to each Unit subject to the Award within thirty (30) days of your Termination of Directorship for any reason other than a Termination of Directorship for Cause.  For purposes of this Agreement, “ Termination of Directorship ” means, subject to Section 17.13 of the Plan, that you have ceased to be a director of the Company; provided, that in the event that you become an Eligible Employee or a Consultant upon your ceasing to be a director, a Termination of Directorship shall not be deemed to have occurred until such time as you have “separated from service” as defined in Section 409A of the Code.
 
3.     Termination for Cause .  Notwithstanding anything herein to the contrary, in the event of your Termination of Directorship for Cause, the Units shall terminate and be forfeited in their entirety as of the date of such Termination of Directorship.
 
4.     Detrimental Activity .   I n the event you engage in Detrimental Activity prior to, or during the one year period following the later of your Termination of Directorship or any grant of Stock Units, the Committee may direct (at any time within one year thereafter) that all of the Units shall be immediately forfeited to the Company and that you shall pay over to the Company the amount realized from any Units or any Common Stock paid in connection therewith.
 
5.     Restriction on Transfer .  The Award is not transferable other than by will or by the laws of descent and distribution.  In addition, the Award shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Award shall not be subject to execution, attachment or similar process.  Upon any attempt to transfer, assign, negotiate, pledge or
 
 
1
 
 
hypothecate the Award or in the event of any levy upon the Award by reason of any execution, attachment or similar process contrary to the provisions hereof, the Award shall immediately become null and void.
 
6.     Rights as a Stockholder .  You shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Award unless and until you have become the holder of record of the shares of Common Stock.
 
7.     Provisions of Plan Control .  This grant is subject to all the terms, conditions and provisions of the Plan, including, without limitation, Section 17.13 of the Plan (Section 409A of the Code) and the amendment provisions of the Plan, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board of Directors of the Company and as may be in effect from time to time.  Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.  The Plan is incorporated herein by reference.  If and to the extent that this grant conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this grant shall be deemed to be modified accordingly.
 
8.     Notices .  Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by United States mail, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):
 
If to the Company, to:
 
Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, NY 11747
Attention:  Secretary
 
If to you, to the address indicated after your signature at the end of this Agreement.
 
9.     Securities Representations .  The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law.  No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed.  As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.
 
The shares of Common Stock are being issued to you and this Agreement is being made by the Company in reliance upon the following express representations and warranties.  You acknowledge, represent and warrant that:
 
(a)           you have been advised that you may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “ Act ”) and in this connection the Company is relying in part on your representations set forth in this section.
 
(b)           If you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares of Common Stock issued to you must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer
 
 
2
 
 
prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”).
 
(c)           If you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

10.     Right to Terminate Directorship .  Neither the Plan nor the grant the Award hereunder shall impose any obligations on the Company and/or the stockholders of the Company to retain you as a director, nor shall it impose any obligation on your part to remain as a director of the Company.
 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
 
 
   
COMTECH TELECOMMUNICATIONS CORP.
[Director’s Signature]
 
   
Social Security No.
     
   
By:
 
Home Address:
     
Authorized Officer
 
Street
   
       
 
City            State             Zip Code
   
 
 
3
 

Exhibit 10.2

RSU – NED ANNUAL GRANT


RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
COMTECH TELECOMMUNICATIONS CORP.
2000 STOCK INCENTIVE PLAN

 
Dear [Director Name]:
 
Preliminary Statement
 
As a non-employee director of Comtech Telecommunications Corp. (the “ Company ”), pursuant to (i) Section 13.5(a) of The Comtech Telecommunications Corp. 2000 Stock Incentive Plan, as amended (the “ Plan ”) and/or (ii) your election made in accordance with Section 13.5(b) of the Plan, you were automatically granted on [Date] (the “ Grant Date ”), pursuant to the terms of the Plan and this Restricted Stock Unit Agreement (this “ Agreement ”), the number of restricted stock units (the “RSUs”) set forth below.  Each RSU represents one (1) share of the Company’s common stock, $.10 par value per share (the “ Common Stock ”).
 
The terms of the grant are as follows:
 
1.     Grant of RSUs .  Subject in all respects to the Plan and the terms and conditions set forth herein and therein, on the Grant Date you were automatically granted [#] RSUs (the “ Award ”).
 
2.     Vesting .  The Award shall vest in installments over a three (3) year period, commencing on the Grant Date, at the rate of 25% effective on the first and second anniversaries of the Grant Date and 50% on the third anniversary of the Grant Date; provided that you have not incurred a Termination of Directorship (as defined below) prior to the applicable vesting date.  Notwithstanding the foregoing, the Award shall become fully vested upon (i) your death or (ii) a Change in Control.  The date that an RSU becomes vested shall be referred to herein as the “ Vesting Date ”.
 
There shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the appropriate Vesting Date.
 
3.     Payment . Subject to the terms of this Agreement and the Plan, you shall receive one share of Common Stock with respect to each vested Restricted Stock Unit subject to the Award within thirty (30) days of your Termination of Directorship.  For purposes of this Agreement, “ Termination of Directorship ” means, subject to Section 17.13 of the Plan, that you have ceased to be a director of the Company; provided, that in the event that you become an Eligible Employee or a Consultant upon your ceasing to be a director, a Termination of Directorship shall not be deemed to have occurred until such time as you have “separated from service” as defined in Section 409A of the Code.
 
4.     Termination .  Any RSUs that are not vested upon your Termination of Directorship shall, upon such Termination of Directorship, terminate and be forfeited in their entirety as of the date of such Termination of Directorship.
 
 
1
 
 
5.     Detrimental Activity .  I n the event you engage in Detrimental Activity prior to, or during the one year period following the later of your Termination of Directorship or any vesting of RSUs, the Committee may direct (at any time within one year thereafter) that all unvested RSUs and all vested but unpaid RSUs shall be immediately forfeited to the Company and that you shall pay over to the Company the amount realized from any RSUs or any Common Stock paid in connection therewith.
 
6.     Restriction on Transfer .  The Award is not transferable other than by will or by the laws of descent and distribution.  In addition, the Award shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Award shall not be subject to execution, attachment or similar process.  Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Award or in the event of any levy upon the Award by reason of any execution, attachment or similar process contrary to the provisions hereof, the Award shall immediately become null and void.
 
7.     Rights as a Stockholder .  You shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Award unless and until you have become the holder of record of the shares of Common Stock.
 
8.     Provisions of Plan Control .  This grant is subject to all the terms, conditions and provisions of the Plan, including, without limitation, Section 17.13 of the Plan (Section 409A of the Code) and the amendment provisions of the Plan, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board of Directors of the Company and as may be in effect from time to time.  Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.  The Plan is incorporated herein by reference.  If and to the extent that this grant conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this grant shall be deemed to be modified accordingly.
 
9.     Notices .  Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by United States mail, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):
 
If to the Company, to:
 
     Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, NY 11747
Attention:  Secretary
 
If to you, to the address indicated after your signature at the end of this Agreement.
 
10.     Securities Representations .  The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law.  No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed.  As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.
 
 
2
 
 
The shares of Common Stock are being issued to you and this Agreement is being made by the Company in reliance upon the following express representations and warranties.  You acknowledge, represent and warrant that:
 
(a)           you have been advised that you may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “ Act ”) and in this connection the Company is relying in part on your representations set forth in this section.
 
(b)           If you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares of Common Stock issued to you must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”).
 
(c)           If you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

11.     Right to Terminate Directorship .  Neither the Plan nor the grant the Award hereunder shall impose any obligations on the Company and/or the stockholders of the Company to retain you as a director, nor shall it impose any obligation on your part to remain as a director of the Company.
 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
 
 
   
COMTECH TELECOMMUNICATIONS CORP.
[Director’s Signature]
 
   
Social Security No.
     
   
By:
 
Home Address:
     
Authorized Officer
 
Street
   
       
 
City            State             Zip Code
   
 
 
3
 
Exhibit 10.3
 
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
 
 
 
 
AWARD/CONTRACT
1. This Contract Is A Rated Order
Under DPAS (15 CFR 700)
†
Rating
DOA7
Page
               1
Of
          50
Pages
 
2.
Contract (Proc. Inst. Ident.) No.
3.
Effective Date
4.
Requisition/Purchase Request/Project No.
           
 
W15P7T-12-D-0015
     
SEE SCHEDULE
   
5.
Issued By
 
Code
W15P7T
6.
Administered By (If Other Than Item 5)
Code
S2101A
 
ARMY CONTRACTING CMD-APG
 
DCMA BALTIMORE
  CCAP - CCB   217 EAST REDWOOD STREET
 
JEFFREY SCOTT (443)861-4943
  SUITE 1800
 
6001 COMBAT DRIVE
  BALTIMORE     MD 21202-3375
 
ABERDEEN PROVING GRD, MD 21005-1846
   
       
       
  e-mail address:        JEFF.SCOTT2@US.ARMY.MIL                               S C D   C           P A S   NONE             ADP PT HQ0338
  7. Name And Address Of Contractor (No., Street, City, County, State and Zip Code)    8. Delivery
   
      COMTECH MOBILE DATACOM CORPORATION
      x FOB Origin        o Other (See Below)
      20430 CENTURY BLVD  
      GERMANTOWN, MD 20874 - 1202
   9. Discount For Prompt Payment
   
     10. Submit Invoices Item
      TYPE BUSINESS: Large Business Performing in U.S.
   (4 Copies Unless Otherwise Specified)     †
12
Code
04NA3
 Facility Code
   To The Address Shown In:
 
11. Ship To/Mark For
Code  
12. Payment Will Be Made By
Code
HQ0338
    SEE SCHEDULE
DFAS-COLUMBUS CENTER
 
    SOUTH ENTITLEMENT OPERATIONS
      P.O. BOX 182264
      COLUMBUS   OH     43218-2264
      1-800-756-4571            FAX 614-693-2224
   
13. Authority For Using Other Than Full And Open Competition: 14. Accounting And Appropriation Data
x 1 0   U . S . C .   2304 ( c )(   1       ) o 41 U.S.C. 253(c)(              )    
  15A. Item No.   15B. Supplies/Services 15C. Quantity  15D. Unit 15E. Unit Price 15F. Amount
 
SEE SCHEDULE
CONTRACT TYPE:
Firm-Fixed-Price
Cost-Plus-Fixed-Fee
KIND OF CONTRACT:
     Supply Contracts
     and Priced Orders
     Service Contracts
     
 
Contract Expiration Date: 2013MAR31
15G. Total Amount Of Contract     
$0.00
16. Table Of Contents
(X)
Sec.
Description
Page(s)
(X)
Sec.
Description
Page(s)
   
Part I - The Schedule
     
Part II - Contract Clauses
 
X
A
 Solicitation/Contract Form
1
X
I
Contract Clauses
33
X
B
 Supplies or Services and Prices/Costs
4
Part III - List Of Documents, Exhibits, And Other Attachments
X
C
 Description/Specs./Work Statement
21
X
J
List of Attachments
50
X
D
 Packaging and Marking
22
Part IV - Representations And Instructions
X
E
 Inspection and Acceptance
23
 
K
Representations, Certifications, and
Other Statements of Offerors
 
X
F
 Deliveries or Performance
24
X
G
 Contract Administration Data
28
 
L
Instrs., Conds., and Notices to Offerors
 
X
H
 Special Contract Requirements
31
 
M
Evaluation Factors for Award
 
Contracting Officer Will Complete Item 17 Or 18 As Applicable
17 . x Contractor's Negotiated Agreement (Contractor is required to sign this document and return 2 signed copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein.)
18 . o Award (Contractor is not required to sign this document.) Your offer on Solicitation Number______________________ , including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government's solicitation and your offer, and (b) this award/contract. No further contractual document is necessary.
19A. Name And Title Of Signer (Type Or Print)
20A. Name Of Contracting Officer
 
KEVONA ROBINSON
KEVONA.ROBINSON@US.ARMY.MIL (443)861-5069
19B. Name of Contractor
 
19c. Date Signed
 20B. United States Of America
 20C. Date Signed
             
By       By      
 
(Signature of person authorized to sign)
     
(Signature of Contracting Officer)
 
AUTHORIZED FOR LOCAL REPRODUCTION Standard Form 26 (Rev. 4/2008)
Previous edition is usable Prescribed By GSA - FAR (48 CFR) 53.214(a)
                                                                  
 
 
 
 
  Reference No. of Document Being Continued Page  2 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
SECTION A - SUPPLEMENTAL INFORMATION
 
29 MAR 2012
 
CCAP-CCB
 
Comtech Mobile Datacom Corporation
ATTN: Mr. Charles McGraw
20430 Century Boulevard
Germantown, MD 20874-1202
 
SUBJECT: Letter Contract W15P7T-12-D-0015, Force XXI Battle Command Brigade and Below (FBCB2) Systems 2012-2015 NOC Services, Antennas/Transceivers, Support Hardware, Engineering/Repair, Intellectual Property License, and Telehousing Services
 
Dear Mr. McGraw:
 
Reference is made to your Rough Order of Magnitude (ROM), dated 22 March 2012 and located in Section J, Attachment 0002, submitted in response to Letter Solicitation W15P7T-12-R-0002 and emailed ROM Appendix to incorporate the price of telehousing, dated 27 March 2012 and located in Section J, Attachment 0004. This letter constitutes an Undefinitized Contract, entered into pursuant to 10 U.S.C. 2304(c)(1), FAR 6.302-1, Only One Responsible Source, and DFARS 217.7043 for the acquisition of services and supply items required to continue to operate the FBCB2 networks to include: the provision of training, repair of existing hardware, ensure the currency and capability of the satellite sub-systems, Intellectual Property License, and hardware items for continued fielding of the BFT-1 and MTS Networks as outlined in the subject Statement of Work dated 27 March 2012, which is located in Section J, Attachment 0001. This contract has a twelve (12) month period of performance and two (2) twelve month option periods. Requirements will be satisfied by the placement of orders; Firm Fixed Price (FFP) basis for the Intellectual Property License, hardware items, and telehousing services and Cost Plus Fixed Fee (CPFF) basis for services.
 
You are hereby directed, in accordance with FAR 52.216-23, Execution and Commencement of Work, to immediately commence performance of work associated with this letter contract. The requirement identified under Task Order 0001 of this IDIQ contract satisfies the Governments minimum ordering requirement and is funded at 100% for the Intellectual Property License fee and, for the other items, at less than [*] of the Not-to-Exceed Price in accordance with DFARS 217.7404-4 Limitation on Obligations.
 
A Not-to-Exceed (NTE) Price of $80,730,903.00 has been set for this IDIQ contract, subject to downward negotiation only. The Ceiling Price encompasses a $10M software license fee to be paid annually, which is not subject to negotiation. The payment of Intellectual Property License fees beyond this contracts base period of performance is contingent upon the Governments exercise of any optional period of period of performance. The terms relevant to the software license fee are identified in the Intellectual Property License Agreement located in Section J, Attachment 0003.
 
Definitization of this contractual document shall be in accordance with DFARS 252.217-7027 entitled Contract Definitization and FAR 52.216-24 entitled Limitation of Government Liability.
 
Not-to-Exceed amounts are assigned to individual line items for administrative purposes and should not be construed as establishing a ceiling for any discrete line items, with the exception of the Intellectual Property Licensing fee.
 
Pursuant to FAR 52.216-23, please indicate your acceptance of the foregoing by signing this letter and returning it with all supporting documentation to this office.
 
Should you have any questions or concerns regarding this matter, contact Jeffrey Scott at 443-861-4943 or the undersigned at 443-861- 5069.

  PICTURE

Accepted and Executed as of the date shown below:
 
Signature:  PICTURE  
 
____________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 
 
  Reference No. of Document Being Continued Page  3 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
 
Typed Name:
  Charles H. McGraw
 
Position of Officer:
  Contracts Manager
 
Company:
  Comtech Mobile Datacom Corporation
 
Date:
  29 March 2012
 
 
*** END OF NARRATIVE A0001 ***
 
 
 
 
 
  Reference No. of Document Being Continued Page 4 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
 
AMOUNT
 
                 
    SECTION  B - SUPPLIES OR SERVICES AND PRICES/COSTS            
                 
0001  
SECURITY CLASS: Unclassified
           
                 
0001AA  
INTELLECTUAL   PROPERTY   LICENSE   FEE
        $ 10,000,000.00  
         
NOT TO EXCEED
  $ 10,000,000.00  
   
Annual Comtech Mobile Tracking and Messaging System Fee to facilitate operation of FBCB2 Networks in accordance with the Commercial Intellectual Property License Agreement located in Section J,   Attachment 003.
             
                   
   
(End of narrative B001)
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
0002  
SECURITY CLASS: Unclassified
             
                   
0002AA  
NOC SUPPORT, ENGINEERING & REPAIR SERVICES
   
NOT TO EXCEED
    [*]  
                   
   
This line item is established for the ordering of services on a Cost Plus Fixed Fee (CPFF) Term basis for Network Operation Center and Maintenance Support in accordance with paragraphs 3.1, 3.2.1.2, 3.2.2, 3.2.3, 3.2.5, 3.2.6, 3.3, 3.4, and 3.5 of the Statement of work dated 27 March 2012.
             
                   
   
(End of narrative B001)
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Destination ACCEPTANCE: Destination              
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2012 through 31 March 2013
             
                   
   
(End of narrative F00l)
             
                   
0003  
SECURITY CLASS: Unclassified
             
                   
   
Contract Line Item Number (CLIN) 0003 is established for the ordering of commercial hardware on a Firm
             
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 
 
  Reference No. of Document Being Continued Page  5 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
 
AMOUNT
 
                 
   
Fixed Price (FFP) basis in accordance with paragraphs 3.2.1 and 3.2.4 of the Statement of work dated 27 March 2012.
           
                 
   
(End of narrative B001)
           
                 
0003AA  
MT-2012RSI   TRANSCEIVER
  EA
NOT TO EXCEED
    [*]  
                   
   
Packaging an d Marking
             
   
PACKAGING/PACKING/SPECIFICATIONS:
             
   
ASTM D 3951 - 98
             
   
LEVEL PRESERVATION: Commercial
             
    LEVEL PACKING: Commercial              
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
   
FOB POINT: Origin
             
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2012 through 31 March 2013
             
                   
   
(End of narrative F00l)
             
                   
0003AB  
AVX-06-203   TRANSCEIVER
  EA
NOT TO EXCEED
    [*]  
                   
   
Packaging an d Marking
             
   
PACKAGING/PACKING/SPECIFICATIONS:
             
   
ASTM D 3951 - 98
             
    LEVEL PRESERVATION: Commercial              
    LEVEL PACKING: Commercial              
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
   
 
             
   
FOB POINT: Origin
             
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2012 through 31 March 2013
             
                   
   
(End of narrative F00l)
             
                   
0003AC  
MT-2011E   AIR   TRANSCEIVER
  EA
NOT TO EXCEED
    [*]  
                   
   
Packaging an d Marking
             
    PACKAGING/PACKING/SPECIFICATIONS:              
   
ASTM D 3951 - 98
             
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 
 
  Reference No. of Document Being Continued Page  6 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
 
AMOUNT
 
                 
   
LEVEL PRESERVATION: Commercial
           
   
LEVEL PACKING: Commercial
           
                 
   
Inspection   and   Acceptance
           
   
INSPECTION: Origin ACCEPTANCE: Origin
   
 
       
                   
   
FOB POINT: Origin
             
   
 
             
   
The ordering period shall be for a term of twelve months; from 1 April 2012 through 31 March 2013
             
                   
   
(End of narrative F00l)
             
                   
0003AD  
LOW NOISE AMPLIFIER (LNA)
  EA
NOT TO EXCEED
    [*]  
   
 
             
   
Packaging an d Marking
             
   
PACKAGING/PACKING/SPECIFICATIONS:
             
   
ASTM D 3951 - 98
             
   
LEVEL PRESERVATION: Commercial
             
    LEVEL PACKING: Commercial              
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
   
 
             
   
FOB POINT: Origin
             
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2012 through 31 March 2013
             
                   
   
(End of narrative F00l)
             
                   
0004  
SECURITY CLASS: Unclassified
             
                   
0004AA  
TELEHOUSING
   
NOT TO EXCEED
    [*]  
                   
   
This line item is established for the ordering of Telehousing services, on a Firm Fixed Price (FFP) basis in accordance with paragraphs 3.6 of the Statement of work dated 27 March 2012.
             
                   
   
(End of narrative B001)
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 
 
  Reference No. of Document Being Continued Page  7 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
 
AMOUNT
 
               
 
The ordering period shall be for a term of twelve months; from 1 April 2012 through 31 March 2013
             
                 
 
(End of narrative F00l)
             
                 
1001
SECURITY CLASS: Unclassified
             
 
 
             
1001AA
INTELLECTUAL   PROPERTY   LICENSE   FEE-   OPT   YR   1
        $ 10,000,000.00  
 
 
   
NOT TO EXCEED
  $ 10,000,000.00  
 
Annual Comtech Mobile Tracking and Messaging System Fee to facilitate operation of FBCB2 Networks in accordance with the Commercial Intellectual Property License Agreement located in Section J,   Attachment 003.
             
 
 
             
 
(End of narrative B001)
             
                 
 
Inspection   and   Acceptance
             
  INSPECTION: Origin ACCEPTANCE: Origin              
                 
1002
SECURITY CLASS: Unclassified
             
                 
1002AA
NOC SUPPT, ENGNRG & REPAIR SVCS - OPT YEAR 1
   
 
  $ ** NSP **  
                 
 
This line item is established for the ordering of services, in Option Year 1, on a Cost Plus Fixed Fee (CPFF) Term basis for Network Operation Center and Maintenance Support in accordance with paragraphs 3.1, 3.2.1.2, 3.2.2, 3.2.3, 3.2.5, 3.2.6, 3.3, 3.4, and 3.5 of the Statement of work dated   27 March   2012.
             
                 
 
A Not- to- exceed price has not been establised for services acquired under this UCA IDIQ option year 1 ordering period; however, the total contract value shall not exceed the established Not-to-exceed price of $80,730,903. Upon negotiation and definitization of this UCA IDIQ contract, a value will be established for services orderable under option year 1.
             
                 
 
(End   of   narrative  B 001)
             
                 
 
Inspection   and   Acceptance
             
  INSPECTION: Destination ACCEPTANCE: Destination              
                 
 
 
 
 
 
  Reference No. of Document Being Continued Page  8 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
 
UNIT PRICE
 
AMOUNT
                 
   
The ordering period shall be for a term of twelve months; from 1 April 2013 through 31 March 2014
           
                 
   
(End of narrative F00l)
           
                 
1003  
SECURITY CLASS: Unclassified
           
   
 
           
   
Contract Line Item Number (CLIN) 1003 is established for the ordering of commercial hardware under option year 1   on a Firm Fixed Price (FFP) basis in accordance with paragraphs 3.2.1 and 3.2.4 of the Statement of work dated 27 March 2012.
     
 
   
   
 
           
   
(End of narrative B001)
           
                 
1003AA  
MT-2012RSI   TRANSCEIVER - OPTION YEAR 1
  EA     [*]  
ESTIMATED
                   
                   
    Packaging an d Marking              
    PACKAGING/PACKING/SPECIFICATIONS:              
   
ASTM D 3951-98
             
    LEVEL PRESERVATION: Commercial              
   
LEVEL PACKING: Commercial
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
    FOB POINT: Origin              
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2013 through 31 March 2014
             
                   
   
(End of narrative F001)
             
                   
1003AB   AVX - 06 - 203 TRANSCEIVER - OPTION YEAR 1   EA     [*]  
ESTIMATED
                   
                   
   
Packaging an d Marking
             
    PACKAGING/PACKING/SPECIFICATIONS:              
   
ASTM D 3951-98
             
   
LEVEL PRESERVATION: Commercial
             
   
LEVEL PACKING: Commercial
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
   
 
             
   
FOB POINT: Origin
             
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 
 
  Reference No. of Document Being Continued Page  9 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
 
UNIT PRICE
 
AMOUNT
                 
   
The ordering period shall be for a term of twelve months; from 1 April 2013 through 31 March 2014
           
                 
   
(End of narrative F00l)
           
                 
1003AC  
MT-2011E   AIR   TRANSCEIVER - OPTION YEAR 1
  EA     [*]  
ESTIMATED
                   
                   
    Packaging an d Marking              
    PACKAGING/PACKING/SPECIFICATIONS:              
   
ASTM D 3951-98
             
    LEVEL PRESERVATION: Commercial              
   
LEVEL PACKING: Commercial
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
    FOB POINT: Origin              
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2013 through 31 March 2014
             
                   
   
(End of narrative F001)
             
                   
1003AD   LOW NOISE AMPLIFIER (LNA) - OPTION YEAR 1   EA     [*]  
ESTIMATED
                   
                   
   
Packaging an d Marking
             
    PACKAGING/PACKING/SPECIFICATIONS:              
   
ASTM D 3951-98
             
   
LEVEL PRESERVATION: Commercial
             
   
LEVEL PACKING: Commercial
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
   
 
             
   
FOB POINT: Origin
             
                   
   
The   ordering period   shall be   for   a   term   of twelve months; from   1 April 2013   through   31   March   2 014
             
                   
   
(End of   narrative F00 l)
             
                   
 1004   SECURITY CLASS: Unclassified              
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 

  Reference No. of Document Being Continued Page  10 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
 
AMOUNT
 
                 
1004AA  
T ELE HOUSING - OPTION YEAR 1
   
NOT TO EXCEED
    [*]  
                   
   
This line item is established for the ordering of Telehousing services,  in Option   Year   1, on   a   Firm Fixed Price (FFP) basis in accordance with paragraphs 3.6  of the Statement of work dated 27 March 2012.
             
                   
   
(End of narrative B001)
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2013 through 31 March 2014
             
                   
   
(End of narrative F001)
             
                   
2001  
SECURITY CLASS: Unclassified
             
   
 
             
2001AA  
INTELLECTUAL   PROPERTY   LICENSE   FEE-   OPT   YR  2
        $ 10,000,000.00  
   
 
   
NOT TO EXCEED
  $ 10,000,000.00  
                   
   
Annual Comtech Mobile Tracking and Messaging System Fee to facilitate operation of FBCB2 Networks in accordance with the Commercial Intellectual Property License Agreement located in Section J,   Attachment 003.
             
   
 
             
   
(End of narrative B001)
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
2002  
SECURITY CLASS: Unclassified
             
                   
2002AA  
NOC SUPPT, ENGNRG & REPAIR SVCS - OPT YEAR 2
   
 
  $ ** NSP **  
                   
   
This line item is established for the ordering of services, in Option Year 2, on a Cost Plus Fixed Fee (CPFF) Term basis for Network Operation Center and Maintenance Support in accordance with paragraphs 3.1, 3.2.1.2, 3.2.2, 3.2.3, 3.2.5, 3.2.6, 3.3, 3.4,
             
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 
 
  Reference No. of Document Being Continued Page  11 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
 
UNIT PRICE
 
AMOUNT
                 
   
and 3.5 of the Statement of work dated 27 March 2012.
     
 
   
                 
   
A Not-to-exceed price has not been establised for services acquired under this UCA IDIQ option year 2 ordering period; however, the total contract value shall not exceed the established Not-to-exceed price of $80,730,903. Upon negotiation and definitization of this UCA IDIQ contract, a value will be established for services orderable under option year 2.
           
                 
   
(End of narrative B001)
           
                 
   
Inspection   and   Acceptance
           
    INSPECTION: Destination ACCEPTANCE: Destination            
                 
   
The ordering period shall be for a term of twelve months; from 1 April 2014 through 31 March 2015
           
                 
   
(End of narrative F001)
           
                 
2003  
SECURITY CLASS: Unclassified
           
                 
   
Contract Line Item Number (CLIN) 2003 is established for the ordering of commercial hardware under option year 2 on a Firm Fixed Price (FFP) basis in accordance with paragraphs 3.2.1 and 3.2.4 of the Statement of work dated 27 March 2012.
           
                 
   
(End of narrative B001)
           
                 
2003AA   MT-2012RSI TRANSCEIVER - OPTION YEAR 2   EA     [*]   ESTIMATED
                   
                   
     
Packaging an d Marking
             
    PACKAGING/PACKING/SPECIFICATIONS:              
   
ASTM D 3951 - 98
             
   
LEVEL PRESERVATION: Commercial
             
   
LEVEL PACKING: Commercial
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
    FOB POINT: Origin              
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2014 through 31 March 2015
             
                   
   
(End of narrative F001)
             
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 
 
  Reference No. of Document Being Continued
Page  12 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
 
UNIT PRICE
 
AMOUNT
                 
2003AB  
AVX-06-203  TRANSCEIVER - OPTION   YEAR   2
  EA     [*]   ESTIMATED
                   
                   
   
Packaging and Marking
             
   
PACKAGING/PACKING/SPECIFICATIONS:
             
   
ASTM D 3951 - 98
             
   
LEVEL   PRESERVATION:  Commercial
             
   
LEVEL  PACKING:  Commercial
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
   
FOB   POINT:   Origin
             
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2014 through 31 March 2015
             
                   
   
(End of narrative F001)
             
                   
2003AC  
MT-2011E   AIR   TRANSCEIVER - OPTION YEAR 2
  EA     [*]   ESTIMATED
                   
                   
     
Packaging an d Marking
             
    PACKAGING/PACKING/SPECIFICATIONS:              
   
ASTM D 3951 - 98
             
   
LEVEL PRESERVATION: Commercial
             
   
LEVEL PACKING: Commercial
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
    FOB POINT: Origin               
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2014 through 31 March 2015
             
                   
   
(End of narrative F001)
             
                   
2003AD   LOW NOISE AMPLIFIER (LNA) - OPTION YEAR 2   EA     [*]   ESTIMATED
                   
                   
   
Packaging an d Marking
             
    PACKAGING/PACKING/SPECIFICATIONS:              
   
ASTM D 3951 - 98
             
   
LEVEL PRESERVATION: Commercial
             
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 

  Reference No. of Document Being Continued
Page  13 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
 
AMOUNT
 
                 
   
LEVEL PACKING: Commercial
             
   
 
             
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
    FOB POINT: ORIGIN              
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2014 through 31 March 2015
             
                   
   
(End of narrative F001)
             
                   
2004  
SECURITY CLASS: Unclassified
             
   
 
             
2004AA  
T ELE HOUSING - OPTION YEAR 2
   
NOT TO EXCEED
    [*]  
                   
   
This line item is established for the ordering of Telehousing servi ces,  in Option   Year   2, on   a   Firm Fixed Price (FFP) basis in accordance with paragraphs 3.6  of the Statement of work dated 27 March 2012.
             
   
 
             
   
(End of narrative B001)
             
                   
   
Inspection   and   Acceptance
             
    INSPECTION: Origin ACCEPTANCE: Origin              
                   
   
The ordering period shall be for a term of twelve months; from 1 April 2014 through 31 March 2015
             
                   
   
(End of narrative F001)
             
                   
6000  
SECURITY CLASS: Unclassified
             
                   
6000AA  
PACKET   SWITCH   AND   OPERATIONS   LOG
  LO
 
       
                   
   
The Contractor shall submit Packet Switch and Operations Daily Log IAW SOW Paragraph 3.1.1 & Data Item C00l, DI-MISC - 80711A. See Section J,   Exhibit A.
             
                   
   
(End of narrative B001)
             
                   
_______________ 
 
Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.
 
 
 
 
 
  Reference No. of Document Being Continued
Page  14 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
             
   
Packaging an d Marking
       
   
 
       
   
Inspection   and   Acceptance
       
    INSPECTION: Destination ACCEPTANCE: Destination        
             
   
FOB  POINT:
       
             
   
SHIP TO:
       
    (Y00000)  
SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED   DELIVERY   DATE FOR ITEMS REQUIRED   UNDER   THIS REQUISITION.
       
             
6000AB  
CCB DOCUMENTS
  LO    
             
   
The Contractor shall submit CCB Documents IAW SOW Paragraph 3.5.1 & Data Item C013, DI-MISC - 80711A. See Section J, Exhibit N.
       
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
             
   
Inspection   and   Acceptance
       
    INSPECTION:   Destination ACCEPTANCE: Destination        
             
    FOB POINT:        
             
    SHIP TO:        
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.        
             
6001  
SECURITY CLASS: Unclassified
       
             
6001AA  
SYSTEMS ACCEPTANCE TEST PROCEDURE
  LO
 
 
             
   
The Contractor shall submit System Acceptance Test Procedures IAW SOW Paragraph 3.2.3 &   Data Item C002, DI-NDTI-80603A/80566. See Section J,   Exhibit B.
       
             
   
(End of narrative B001)
       
             
 
 
 
 
 
  Reference No. of Document Being Continued
Page  15 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
             
   
Packaging an d Marking
       
   
 
       
   
Inspection   and   Acceptance
       
    INSPECTION: Destination ACCEPTANCE: Destination        
             
   
FOB  POINT:
       
             
   
SHIP TO:
       
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE   SCHEDULED   DELIVERY   DATE FOR ITEMS REQUIRED   UNDER   THIS REQUISITION.        
             
6001AB  
BAR   CODE   IDENTIFICATION   REPORT
  LO    
             
   
The   Contractor   shall   submit   the   Bar   Code Identification Report IAW SOW Paragraph 3.2.4.2   & Data   Item   C003,   DI-NDTI-80809B . See   Section   J, Exhibit C .
       
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
             
   
Inspection   and   Acceptance
       
    INSPECTION:   Destination ACCEPTANCE: Destination        
             
    FOB POINT:        
             
    SHIP TO:        
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.        
             
6002  
SECURITY CLASS: Unclassified
       
             
6002AA  
VERSION   DESCRIPTION   DOCUMENT
  LO
 
 
             
   
The Contractor shall submit the Version Description Document IAW SOW Paragraph 3.2.6 &   Data Item C004, DI­ - IPSC-81442. See Section J,   Exhibit D.
       
             
 
 
 
 
 
  Reference No. of Document Being Continued
Page  16  of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
   
 
       
   
Inspection   and   Acceptance
       
    INSPECTION: Destination ACCEPTANCE: Destination        
             
   
FOB  POINT:
       
             
   
SHIP TO:
       
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE   SCHEDULED   DELIVERY   DATE FOR ITEMS REQUIRED   UNDER   THIS REQUISITION.        
             
6002AB  
SOFTWARE   TEST   PLAN   &   VERIFICATION   MATRIX
  LO    
             
   
The Contractor shall submit the Software Test Plan and Verification Matrix IAW SOW Paragraph 3.2.6 & Data Item C005 , DI-IPSC-81439A. See Section J, Exhibit E.
       
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
             
   
Inspection   and   Acceptance
       
    INSPECTION:   Destination ACCEPTANCE: Destination        
             
    FOB POINT:        
             
    SHIP TO:        
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.        
             
6002AC  
SOFTWARE   TEST   PROCEDURES
  LO
 
 
             
   
The Contractor shall submit the Software Test Procedures IAW SOW Paragraph 3.2.6 & Data Item C006, DI-IPSC-81439A. See Section J,   Exhibit F.
       
             
   
(End of narrative B001)
       
             
 
 
 
 
 
  Reference No. of Document Being Continued
Page  17  of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
             
   
Packaging an d Marking
       
   
 
       
   
Inspection   and   Acceptance
       
    INSPECTION: Destination ACCEPTANCE: Destination        
             
   
FOB  POINT:
       
             
   
SHIP TO:
       
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE   SCHEDULED   DELIVERY   DATE FOR ITEMS REQUIRED   UNDER   THIS REQUISITION.        
             
6002AD  
SOFTWARE   TEST   REPORT
  LO    
             
   
The Contractor shall submit the Software Test Report IAW SOW Paragraph 3.2.6 & Data Item C007, DI-IPSC- 81438A. See Section J, Exhibit G.
       
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
             
   
Inspection   and   Acceptance
       
    INSPECTION:   Destination ACCEPTANCE: Destination        
             
    FOB POINT:        
             
    SHIP TO:        
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.        
             
6003  
SECURITY CLASS: Unclassified
       
             
6003AA  
MEETING   MINUTES
  LO
 
 
             
   
The Contractor shall submit the Meeting Minutes IAW SOW Paragraph 3.3.1 &   Data Item C008 , DI-ADMIN-81505. See Section J,   Exhibit H.
       
             
   
(End of narrative B001)
       
             
 
 
 
 
 
  Reference No. of Document Being Continued
Page  18  of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
             
   
Packaging an d Marking
       
   
 
       
   
Inspection   and   Acceptance
       
    INSPECTION: Destination ACCEPTANCE: Destination        
             
   
FOB  POINT:
       
             
   
SHIP TO:
       
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE   SCHEDULED   DELIVERY   DATE FOR ITEMS REQUIRED   UNDER   THIS REQUISITION.        
             
6004  
SECURITY CLASS: Unclassified
       
             
6004AA  
CONTRACT   STATUS   REPORT
  LO    
             
   
The   Contractor   shall   submit   the   Contract   Status Report IAW   SOW Paragraph 3.2.2,   3.3,   3.3.2,   3.3.3   & Data   Item   C009,   DI-MGMT-80368A. See   Section   J, Exhibit J.
       
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
             
   
Inspection   and   Acceptance
       
    INSPECTION:   Destination ACCEPTANCE: Destination        
             
    FOB POINT:        
             
    SHIP TO:        
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.        
             
6004AB  
CONTRACT   FINANCIAL   REPORT
  LO
 
 
             
   
The Contractor shall submit the Contract Financial Report IAW SOW Paragraphs 3.3.2 and 3.3.3 &   Data Item C010 , IAW DI-MGMT-81466A. See Section J, Exhibit K.
       
             
 
 
 
 
 
  Reference No. of Document Being Continued
Page  19 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
   
 
       
   
Inspection   and   Acceptance
       
    INSPECTION: Destination ACCEPTANCE: Destination        
             
   
FOB  POINT:
       
             
   
SHIP TO:
       
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE   SCHEDULED   DELIVERY   DATE FOR ITEMS REQUIRED   UNDER   THIS REQUISITION.        
             
6004AC  
CONTRACT   WORK   BREAKDOWN STRUCTURE
  LO    
             
   
The Contractor shall submit the Contract Work Breakdown Structure (CWBS) IAW SOW Paragraph 3.0 & Data Item C011 , DI-MGMT-81334D. See Section J, Exhibit L.
       
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
             
   
Inspection   and   Acceptance
       
    INSPECTION:   Destination ACCEPTANCE: Destination        
             
    FOB POINT:        
             
    SHIP TO:        
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.        
             
6005  
SECURITY CLASS: Unclassified
       
             
6005AA  
CONTRACTOR MANPOWER   REPORTING
  LO
 
 
             
   
The Contractor shall submit Contractor Manpower Report IAW SOW Paragraph 3.3.4 &   Data Item C012, DI­- FNCL-81566C. See Section J,   Exhibit M.
       
             
 
 
 
 
 
  Reference No. of Document Being Continued
Page  20 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
ITEM NO
 
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
             
   
(End of narrative B001)
       
             
   
Packaging an d Marking
       
   
 
       
   
Inspection   and   Acceptance
       
    INSPECTION: Destination ACCEPTANCE: Destination        
             
   
FOB  POINT:
       
             
   
SHIP TO:
       
    (Y00000)   SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE   SCHEDULED   DELIVERY   DATE FOR ITEMS REQUIRED   UNDER   THIS REQUISITION.        
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
   
 
       
             
 
 
 
 
 
  Reference No. of Document Being Continued
Page  21 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor : COMTECH MOBILE DATACOM CORPORATION
 
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
See attachment 0001
 

*** END   OF   NARRATIVE   C0001   ***
 
 
 
 
 
  Reference No. of Document Being Continued Page 22 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
SECTION D - PACKAGING AND MARKING
 
 
Regulatory   Cite
 
Title
  
Date
 
             
D-1
52.7026
 
CONFIDENTIAL OR SECRET MATERIEL/DOCUMENTS--METHOD OF TRANSMISSION
 
NOV/1996
 
 
(a)   Materiel   will   be   packed   to   conceal   it   properly   and   to   avoid   suspicion   as   to   contents,   and   to   reach   destination i n satisfactory   condition.   Internal   markings   or   internal   packaging   will   clearly   indicate   the   classification. NO   NOTATION   TO   INDICATE CLASSIFICATION APPEAR  ON EXTERNAL  MARKINGS  (EXTERIOR CONTAINERS). (See   Chapter  4   of the Industrial Security   Manual for   Safeguarding Classified Information (DoD 5220.22M)).
 
(b) Documents will be enclosed in two opaque envelopes or covers. The inner envelope or cover containing the documents being transmitted will be addressed, return addressed, and sealed. The classification of the documents being transmitted will be clearly marked on the front and back of the inner container. The classified documents will be protected from direct contact with the inner cover by a cover sheet or by folding inward. For SECRET documents, a receipt form identifying the addresser, addressee, and documents will be enclosed in the inner envelope. CONFIDENTIAL documents will be covered by a receipt only when the sender deems it necessary. The inner envelope or cover will be enclosed in an opaque outer envelope or cover. The classification markings of the inner envelope should not be detectable. The outer envelope will be addressed, return addressed, and sealed. NO CLASSIFICATION MARKINGS WILL APPEAR ON THE OUTER ENVELOPE OR COVER. (See Chapter 5, Section 4, of the Industrial Security Manual for Safeguarding Classified Information (DoD 5220.22M)).
 
(End of clause)
 
D-2
52.7043
STANDARD PRACTICE FOR COMMERCIAL PACKAGING
APR/1999
 
 
Commercial packaging of drawings, test reports, software, and other data items shall be in accordance with ASTM D 3951-98. Hardware deliverables shall also be packaged in accordance with ASTM D 3951-98. All packages shall be marked in accordance with MIL-STD- 129 (a waiver-free document). Bar Code Markings are required IAW ANSI/AIM-BC1, Uniform Symbology Specification Code 39 and MIL-STD-129. Intermediate packaging is required to facilitate handling and inventory control whenever the size of the unit package is 64 cubic inches or less. Unit packs requiring intermediate packing shall be packed in quantities governed by the following:
 
 
a.
Maximum of 100 unit packs per intermediate container.
 
b.
Maximum net load of 40 pounds.
 
c.
Maximum size of 1.5 cubic feet with at least two dimensions not exceeding 16 inches
 
Unless otherwise specified, shipments shall be unitized into a single load that can be handled as a unit throughout the distribution system. The supplier is responsible for performing package testing as specified in ASTM D 3951-98. The government reserves the right to perform any of the tests.
 
Copies of ASTM D 3951-98 are available from the:
 
 
American Society for Testing and Materials
 
100 Barr Harbor Drive
 
West Conshohocken, PA 19248-2959.
 
D-3
52.7047
BAR CODE MARKING
OCT/2001
 
 
Bar Code Markings are required for all items except unwrapped tires, items without an NSN, and local purchase items in accordance with MIL-STD-129, Standard Practice for Military Marking, and ANSI-AEM-BC 1, Uniform Symbology Specification Code 39.
 
 
 
 
 
  Reference No. of Document Being Continued Page 23 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
SECTION E - INSPECTION AND ACCEPTANCE
 
 
Regulatory   Cite
 
Title
 
Date
 
E-1
52.246-2
 
INSPECTION OF SUPPLIES--FIXED-PRICE
 
AUG/1996
 
E-2
52.246-4
 
INSPECTION OF SERVICES--FIXED-PRICE
 
AUG/1996
 
E-3
52.246-5
 
INSPECTION OF SERVICES--COST-REIMBURSEMENT
 
APR/1984
 
E-4
52.246-16
 
RESPONSIBILITY FOR SUPPLIES
 
APR/1984
 
 
 
 
 
 
  Reference No. of Document Being Continued Page 24 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
SECTION F - DELIVERIES OR PERFORMANCE
 
 
Regulatory   Cite
 
Title
  
Date
 
F-1
52.242-15
 
STOP-WORK ORDER
 
AUG/1989
 
F-2
52.247-29
 
F.O.B. ORIGIN
 
FEB/2006
 
F-3
52.247-55
 
F.O.B. POINT FOR DELIVERY OF GOVERNMENT-FURNISHED PROPERTY
 
JUN/2003
 
F-4
252.211-7003
 
ITEM IDENTIFICATION AND VALUATION (JUN 2011) -- ALTERNATE I (DEC 2011)
 
DEC/2011
 
             
F-5
252.211-7003  
ITEM IDENTIFICATION AND VALUATION
 
JUN/2011
 
 
(a) Definitions. As used in this clause
 
"Automatic identification device" means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media.
 
"Concatenated unique item identifier" means
 
(1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or
 
(2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number.
 
"Data qualifier" means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.
 
"DoD recognized unique identification equivalent" means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd mil/dpap/pdi/uid/iuid_equivalents.html.
 
"DoD unique item identification" means a system of marking items delivered to DoD with unique item identifiers that have machine­-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number.
 
"Enterprise" means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items.
 
"Enterprise identifier" means a code that is uniquely assigned to an enterprise by an issuing agency.
 
"Governments unit acquisition cost" means
 
(1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery;
 
(2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractors estimated fully burdened unit cost to the Government at the time of delivery; and
 
(3) For items produced under a time-and-materials contract, the Contractors estimated fully burdened unit cost to the Government at the time of delivery.
 
"Issuing agency" means an organization responsible for assigning a globally unique identifier to an enterprise (e.g., Dun & Bradstreet's Data Universal Numbering System (DUNS) Number, GSl Company Prefix, Allied Committee 135 NATO Commercial and Government Entity (NCAGE)/Commercial and Government Entity (CAGE) Code, or the Coded Representation of the North American Telecommunications Industry Manufacturers, Suppliers, and Related Service Companies (ATIS-0322000) Number), European Health Industry Business Communication Council (EHIBCC) and Health Industry Business Communication Council (HIBCC)), as indicated in the Register of Issuing Agency Codes for ISO/IEC 15459, located at http://www.nen.nl/web/Normen-ontwikkelen/ISOIEC-15459-Issuing-Agency-Codes.htm.
 
"Issuing agency code" means a code that designates the registration (or controlling) authority for the enterprise identifier. "Item" means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts.
 
"Lot or batch number" means an identifying number assigned by the enterprise to a designated group of items, usually referred to as either a lot or a batch, all of which were manufactured under identical conditions.

 
 
 
 
  Reference No. of Document Being Continued Page 25 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
"Machine-readable" means an automatic identification technology media, such as bar codes, contact memory buttons, radio frequency identification, or optical memory cards.
 
"Original part number" means a combination of numbers or letters assigned by   the enterprise at item creation to a class of items with the same form, fit,   function, and interface.
 
"Parent item" means the item assembly, intermediate component, or subassembly that has an embedded item with a unique item identifier or DoD recognized unique identification equivalent.
 
"Serial number within the enterprise identifier" means a combination of numbers, letters, or symbols assigned by the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is never used again within the enterprise.
 
"Serial number within the part, lot, or batch number" means a combination of numbers or letters assigned by the enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or batch number assignment.
 
"Serialization within the enterprise identifier" means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier.
 
"Serialization within the part, lot, or batch number" means each item of a particular part, lot, or batch number is assigned a unique serial number within that part, lot, or batch number assignment. The enterprise is responsible for ensuring unique serialization within the part, lot, or batch number within the enterprise identifier.
 
"Unique item identifier" means a set of data elements marked on items that is globally unique and unambiguous. The term includes a concatenated unique item identifier or a DoD recognized unique identification equivalent.
 
"Unique item identifier type" means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at http://www.acq.osd.mil/dpap/pdi/uid/uii_types.html.
 
(b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item.
 
(c) Unique item identifier.
 
(1) The Contractor shall provide a unique item identifier for the following:
 
(i) All delivered items for which the Governments unit acquisition cost is $5,000 or more.
 
(ii) The following items for which the Governments unit acquisition cost is less than $5,000:
 
Contract Line,
 
Subline, or
 
Exhibit Line Item Number                          Item Description
 
ALL   HARDWARE   ITEMS   IDENTIFIED   IN   THE   SCHEDULE
 
(iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number -3-.
 
(2) The unique item identifier and the component data elements of the DoD unique item identification shall not change over the life of the item.
 
(3) Data syntax and semantics of unique item identifiers. The Contractor shall ensure that
 
(i) The encoded data elements (except issuing agency code) of the unique item identifier are marked on the item using one of the following three types of data qualifiers, as determined by the Contractor:
 
(A) Application Identifiers (AIs) (Format Indicator 05 of ISO/IEC International Standard 15434), in accordance with ISO/IEC International Standard 15418, Information Technology EAN/UCC Application Identifiers and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard.
 
(B) Data Identifiers (DIs) (Format Indicator 06 of ISO/IEC International Standard 15434), in accordance with ISO/IEC International Standard 15418, Information Technology EAN/UCC Application Identifiers and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard.
 
 
 
 
 
  Reference No. of Document Being Continued Page 26 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
(C) Text Element Identifiers (TEIs) (Format Indicator 12 of ISO/IEC International Standard 15434), in accordance with the Air Transport Association Common Support Data Dictionary; and
 
(ii) The encoded data elements of the unique item identifier conform to the transfer structure, syntax, and coding of messages and data formats specified for Format Indicators 05, 06, and 12 in ISO/IEC International Standard 15434, Information Technology Transfer Syntax for High Capacity Automatic Data Capture Media.
 
(4) Unique item identifier.
 
(i) The Contractor shall
 
(A) Determine whether to
 
(1) Serialize within the enterprise identifier;
 
(2) Serialize within the part, lot, or batch number; or
 
(3) Use a DoD recognized unique identification equivalent; and
 
(B) Place the data elements of the unique item identifier (enterprise identifier; serial number; DoD recognized unique identification equivalent; and for serialization within the part, lot, or batch number only: original part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria provided in the version of MIL-STD-130, Identification Marking of U.S. Military Property, cited in the contract Schedule.
 
(ii) The issuing agency code
 
(A) Shall not be placed on the item; and
 
(B) Shall be derived from the data qualifier for the enterprise identifier.
 
(d) For each item that requires unique item identification under paragraph (c) (1)   (i) or (ii) of this clause, in addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of delivery, either as part of, or associated with, the Material Inspection and Receiving Report, the following information:
 
(1)  Unique item identifier.
 
(2) Unique item identifier type.
 
(3) Issuing agency code (if concatenated unique item identifier is used).
 
(4) Enterprise identifier (if concatenated unique item identifier is used).
 
(5) Original part number (if there is serialization within the original part number).
 
(6) Lot or batch number (if there is serialization within the lot or batch number).
 
(7) Current part number (optional and only if not the same as the original part number).
 
(8) Current part number effective date (optional and only if current part number is used).
 
(9) Serial number (if concatenated unique item identifier is used).
 
(10) Governments unit acquisition cost.
 
(11) Unit of measure.
 
(e) For embedded subassemblies, components, and parts that require DoD unique item identification under paragraph (c) (1)   (iii) of this clause, the Contractor shall report as part of, or associated with, the Material Inspection and Receiving Report specified elsewhere in this contract, the following information:
 
(1) Unique item identifier of the parent item under paragraph (c)(1) of this clause that contains the embedded subassembly, component, or part.
 
(2) Unique item identifier of the embedded subassembly, component, or part.
 
 
 
 
 
  Reference No. of Document Being Continued Page 27 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
(3) Unique item identifier type.**
 
(4) Issuing agency code (if concatenated unique item identifier is used).**
 
(5) Enterprise identifier (if concatenated unique item identifier is used).**
 
(6) Original part number (if there is serialization within the original part number).**
 
(7) Lot or batch number (if there is serialization within the lot or batch number).**
 
(8) Current part number (optional and only if not the same as the original part number).**
 
(9) Current part number effective date (optional and only if current part number is used).**
 
(10) Serial number (if concatenated unique item identifier is used).**
 
(11) Description.
 
** Once per item.
 
(f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance with the data submission procedures at
 
http://www.acq.osd.mil/dpap/pdi/uid/data_submission_information.html.
 
(g) Subcontracts. If the Contractor acquires by subcontract, any item(s) for which unique item identification is required in accordance with paragraph (c)(1) of this clause, the Contractor shall include this clause, including this paragraph (g), in the applicable subcontract(s) .
 
(End of clause)
 
 
 
 
 
  Reference No. of Document Being Continued Page 28 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
SECTION G - CONTRACT ADMINISTRATION DATA
 
 
Regulatory   Cite
 
Title
 
Date
 
             
G-1
52.6076
 
ARMY ELECTRONIC INVOICING AND RECEIVING REPORT INSTRUCTIONS (WIDE AREA WORK FLOW) (OCT 2007)
 
OCT/2007
 
 
To implement DFARS 252.232-7003, ELECTRONIC SUBMISSION OF PAYMENT REQUESTS, CECOM Life Cycle Management Command uses Wide Area Workflow Receipt and Acceptance (WAWF-RA) to electronically process vendor requests for payments. This application allows DoD vendors to submit and track invoices and receipt/acceptance documents electronically.
 
The Contractor may submit a payment request using other than WAWF-RA only when:
 
( i)                 The Contracting Officer authorizes use of another electronic form.  With such authorization,  the Contractor and the Contracting Officer shall agree to a plan, which shall include a timeline, specifying when the contractor will transfer to WAWF-RA; or
 
( ii)                 The   Department   of   Defense   (DoD)   is   unable   to   receive   a   payment   request   in   electronic   form  ; or
 
(iii))              The Contracting Officer administering  the contract for payment has determined,  in writing, that electronic submission would be unduly burdensome to the contractor. In such cases, the Contractor  shall include a copy of the Contracting Officers determination  with each request for payment.
 
Contractor shall submit payment using the following method(s):
 
x
Wide Area Workflow  (WAWF) (see instructions below)
o
Other  (please specify)                                                                       
 
Defense Finance and   Accounting   Service (DFAS)   POC DFAS - Columbus   Customer   Service   and   Phone: (800) 756-4571
 
The Contractor is required to use WAWF-RA when processing invoices and payments, including receiving reports, under this order. DoD officials receiving payment requests in electronic form shall process the payment requests in electronic form. Any supporting documentation necessary for payment, such as receiving reports, contracts, contract modifications, and required certifications, also shall be processed in electronic form. Scanned documents are acceptable for processing supporting documentation other than receiving reports and other forms of acceptance in accordance with DFARS 232.7002(b).
 
The Contractor shall (i) register to use WAWF-RA at https://wawf.eb.mil, and (ii) ensure an electronic business point of contact (POC) is designated in the Central Contractor Registration site at http://www.ccr.gov within ten (10) calendar days after award of this contract/purchase order. All questions relating to system setup and vendor training can be directed to the Army WAWF help desk at 1-866- 598-3560. Web-based training for WAWF is also available at \*HYPERLINK "http://www.wawftraining.com/" http://www.wawftraininq.com.
 
WAWF Instructions:
 
Questions concerning payments should be directed to the DFAS - Columbus at CCO.VPIS-MOCAS@DFAS.MIL or faxed to 866-473-5429. Please have your contract number/purchase order ready when calling about payments.
 
You can easily access payment and receipt information using the DFAS web site at http://www.dfas.mil/money/vendor. Your contract number/purchase order or invoice number will be required to inquire about the status of your payment.
 
The following codes and information will be required to assure successful flow of WAWF documents.
 
TYPE OF DOCUMENT
 
o
Commercial Item Financing
o
Construction Invoice
x
Invoice and Receiving Report (Combination) (HARDWARE)
o
Invoice as 2-in-1 (Services Only)
o
Performance Based Payment
o
Progress Payment
x
Cost Voucher (SERVICES)
o
Receiving Report With Unique Identification (UID) Data
 
CAGE CODE :
             04NA3
ISSUE BY DODAAC
W15P7T
ADMIN BY DODAAC
S2101A
 
 
 
 
 
  Reference No. of Document Being Continued Page 2 9 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
INSPECT   BY   DODAAC:
Hardware: S2101A
Services: W15GK8
 
ACCEPT   BY   DODAAC:
Hardware: S2101A
Services: W15GK8
 
SHIP TO  DODAAC:
Haredware: As specified on individual order
Services: W15GK8
 
PAYMENT   OFFICE   FISCAL   STATION   CODE: W9017H
 
EMAIL POINTS OF CONTACT LISTING:
 
INSPECTOR: 
Hardware: Not available
Services: John.J.Balabanick.mil@mail.mil
 
ACCEPTOR:
Hardware: Not available
Services: John.J.Balabanick.mil@mail.mil
 
RECEIVING   OFFICE   POC:
 
Hardware: As specified on individual order
Services: John.J.Balabanick.mil@mail.mil
 
CONTRACT   ADMINISTRATOR: Linda.Hirsch@dcma.mil
 
CONTRACTING OFFICER: Kevona.Robinson@us.army.mil
 
ADDITIONAL   CONTACTS: N/A
 
For more information contact: Jeffrey.d.Scott52.civ@mail.mil
 
G-   2
52.7027
PLACE OF PERFORMANCE AND SHIPPING POINT
DEC/1987
 
1. The work called for herein will be performed by the contractor at the following location(s):
 
 
Location of Final Manufacture: -1-
 
    (City, County, State)
     
 
Packaging and Packing: -2-
 
    (City, County, State)
     
 
Shipping Point (at or near): -3-
 
   
(Street Address, City, State, Zip Code)
     
 
Producing facilities: -4-
 
   
(Owner, Street Address, City, State, Zip Code)
     
 
Operator: -5-
 
   
(Operator, Street Address, City, State, Zip Code)
     
Contractor's office which will receive payment, supervise and administer the contract:
 
                      -6-  
    (Street Address, City, State)
 
2. Contractor's  address on the face page of the contract will be considered as the location of any of the above elements which are not completed to indicate a different address.
 
3. UNC LA SSIFIED CONTRACTS . Unless the prior written approval of the Procuring Contracting Officer (PCO) is obtained, the contractor shall not change the specified place of manufacture, packaging and packing, shipping point and/or producing facilities. Additionally, if such a change is made, the Government shall have the right to deduct from the contract price any increased costs (shipping, administration, etc.) which the Government may incur as a result of the change as well as any savings (labor costs, etc.) that the Government may be entitled to under the Changes clause.
 
 
 
 
 
  Reference No. of Document Being Continued Page  30 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
4. CLASSIFIED CONTRACTS AND ANY CONTRACT THE PERFORMANCE OF WHICH WI LL REQUIRE ACCESS TO CLASSIFIED INFORMATION OR MATERIAL . Unless the written approval of the Contracting Officer is obtained in advance, performance under this contract may not be carried on in any plant or factory other than that specified in paragraph 1 of this clause.
 
G-  3
52. 7050
ADMINISTRATIVE DATA/INSTRUCTIONS TO PAYING OFFICE
MAR/1999
 
 
Project Designation: Force XXI Battle Command Brigade and Below (FBCB2) Systems 2012-2015 NOC Services, Antennas/Transceivers, Support Hardware, Engineering/Repair Intellectual Property License and Tele ho using Services
 
Initiating Activity: PM Force XXI Battle Command Brigade and Below
(Item/Project Manager)
 
Controlled Item   Report   Requirements: See Data   Item   Exhibits   in   Section   J
 
Invoice Address: See   block   12   of   the   cover   page
 
INSTRUCTIONS TO PAYING OFFICE:
 
 
a.
The Purchasing Office representative is:
 
Name: Kevona   Robinson
 
Organization Code:  CCAP- CCB
 
Telephone Area Code and No. :  (443) 861-5069
 
DSN/Autovon No. :  848-5069
 
b. Payment will be made by the office designated in Block 12 of Standard Form 26, Block 25 of Standard Form 33, Block 15 of DD Form 1155, or Block 18a of Standard Form 1449. In the case of cost reimbursement type contracts, vouchers should be submitted directly to the cognizant Defense Contract Audit Agency (DCAA). Upon request, the Administrative Contracting Officer (ACO) will furnish the address of the cognizant DCAA. For other type contracts, the invoice should be forwarded directly to the designated paying office.
 
c. See FAR 52.232-33, Mandatory Information for Electronic Funds Transfer Payment. If payment is not available via electronic transfer then payment to the contractor shall be mailed to the following address (if other than the address shown on SF-26, SF-33 or DD Form 1155):
 
Name: N/A

Address: N/A
(City, State, Zip Code)
 
UNIT OF PURCHASE: Due to automation, when shipping or billing for the item(s) under this contract, the unit of purchase set forth in the Schedule, Section B, for each item must be used; e.g., if the quantity column indicates '144' for the item and the unit of purchase column indicates 'ea', the system will reject shipping and billing documents which indicate '1 gross'.
 
NOTE TO PAYING OFFICE: To properly match disbursements with their corresponding receiving/acceptance document, the paying office shall ensure that the invoice/voucher is disbursed from only those accounting classification reference numbers (ACRNs) and their corresponding subline item numbers (SLINs) indicated on the invoice/voucher, acceptance statement or receiving report.
 
 
 
 
 
  Reference No. of Document Being Continued Page  31 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
SECTION H - SPECIAL CONTRACT REQUIREMENTS
 
 
Regulatory   Cite
 
Title
  
Date
 
             
H-1
52.6110
 
MANDATORY   USE   OF   CONTRACTOR   TO   GOVERNMENT   ELECTRONIC   MAIL  
 
FEB/2011
 
 
(a) Unless exempted by   the Contracting Officer in writing, communications after contract award shall be transmitted via electronic mail(e-mail). This shall include all communication between the Government and the contractor except for classified information, formal solicitations, and proposals. A return receipt will be used by   the sender as proof of the successful delivery of the message and any attachments. When authorized by the Contracting Officer, the Army Single Face to Industry (ASFI) or other site may be utilized as an alternate means of electronic communication.
 
(b) ASFI, located at https://acquisition.army.mil/asfi/, will be used for posting solicitations and receiving contractor proposals and other documents and questions pertaining to the solicitation. When the Government posts a notice utilizing ASFI, that notice will also transmit to Federal Business Opportunities. Specific ASFI proposal submission guidelines are located in the Bid Response System (BRS) Users Guide located at: https://acquisition.army.mil/asfi/ASFI_FAQ.cfm. For contracting related assistance please contact your Contract Specialist/Contracting Officer representative. For ASFI technical assistance please email the ASFI help desk at \*HYPERLINK "mailto:ASFI@conus.army.mil" ASFI@conus.army.mil . When deemed appropriate by the Contracting Officer, procurement sensitive information, such as For Official Use Only (FOUO) documentation, may be placed in a secure document library of a solicitation with restricted access only. For formal source selections, the Army Contracting Command (ACC) Aberdeen Proving Grounds (APG) Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR), Acquisition Source Selection Interactive Support Tool (ASSIST) may be utilized. Since Items for Negotiation (IFNs) are done utilizing ASFI and transmitted through the Interactive Business Opportunities Page (IBOP) offerors will need an IBOP account to view IFNs. Classified information shall not be posted to the IBOP under any circumstances. Classified information shall be handled in accordance with AR 380-5, Department of the Army Information Security Program.
 
(c) The format for all communication shall be compatible with the following:
Microsoft Office (2007 or earlier versions) family of products: Word, EXCEL, Outlook, Power Point, etc.
Internet Explorer (version 6)
Adobe Acrobat Reader (pdf)
Windows Media Player
 
(d) When submitting documents via ASFI, up to five files can be uploaded at one time. The combined size of the 5 files cannot exceed 10 MB. Break the attachments into smaller files or use the upload utility multiple times if the file exceeds the 10 MB size limit. Use of special characters occupying the first digit or character of the file name will result in viewing problems for attachments.
 
(e) The following examples include, but are not limited to, the types of communication that may be transmitted via ASFI:
Presolicitation Notices
Sources Sought Notices
Solicitations
Award Notices
 
(f) The Government reserves the right to upgrade its commercial software applications at any time during the life of the contract. Backward compatibility of software applications shall be maintained by all parties throughout the life of the contract.
 
(g) Upon award, the Contractor shall provide the Contracting Officer with a list of e-mail addresses for all administrative and technical personnel assigned to this contract. If known, the contractor shall also furnish the e-mail addresses of the Administrative Contracting Officer, Defense Finance & Accounting Service (DFAS) and Defense Contract Audit Agency (DCAA) cognizant personnel. Upon receipt of the contract, all recipients are required to forward their email address, name, title, office symbol, contract number, telephone number and fax number to the Contracting Officer's e-mail address listed below:
 
The Contracting Officer's e-mail address is: Kevona.Robinson@us.army.mil
The Contract Specialist's e-mail address 1s: Jeffrey.d.Scott52.civ@mail.mil
The Technical Points of Contact's e-mail addresses are:
 
Services (Primary): Robert.J.Ve rho ven.civ@mail.mil
Services (Alternate): John.J.Balab anic k.mil@mail.mil
 
Hardware (Primary): Robert.J.Ve rho ven.civ@mail.mil
Hardware (Alternate1): Dominic.Satili.civ@mail.mil
Hardware (Alternate 2): James.I.Carver2.civ@mail.mil
 
(End of clause)

 
 
 
 
  Reference No. of Document Being Continued Page  32 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
H-10
 
The use of the Comtech Mobile Tracking and Monitoring System will be governed by the attached Comtech Mobile Tracking and Monitoring Sys tem Use Agreement (in Section J,   Attachment 0003 of the Contract).
 
*** END   OF   NARRATIVE   H000l   ***
 
 
 
 
 
  Reference No. of Document Being Continued Page  33 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
SECTION I - CONTRACT CLAUSES
I-0 Commercial Item Clause Applicability
 
This contract provides for the acquisition of supplies and services to include those of commercial items. Commercial item designation has been placed on CLINs 0001, 0003, 0004, 1001, 1003, 1004, 2001, 2003, and 2004. CLINs 0001, 1001, and 2001 provide for the use of Comtech Mobile Tracking and Monitoring System and are governed by the Commercial Intellectual Property License Agreement located in Section J, Attachment 0003. CLINs 0003, 1003, and 2003 and provide for the aquisition of commercial hardware. CLINs 0004, 1004, and 2004 provide for the acquisition commercial telehousing services. The aforementioned CLINs and any related SLINs shall be bound by the terms of the following commercial item clauses:
 
52.212-4              01 - FEB-2012 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS
 
52.212-5               01 - FEB-2012 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS
 
252.212-7001      01 - JAN-2012 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS
 
***   END   OF   NARRATIVE   I0001   ***
 
 
Regulatory   Cite
 
Title
   
Date
 
I-1
52. 202- 1  
DEFINITIONS
 
JAN/2012
 
I-2
52. 203- 3  
GRATUITIES
    APR/1984  
I-3
52. 203- 5  
COVENANT AGAINST CONTINGENT FEES
 
APR/1984
 
I-4
52. 203- 6  
RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
    SEP/2006  
I-5
52. 203- 7  
ANTI-KICKBACK PROCEDURES
    OCT/2010  
I-6
52. 203- 8  
CANCELLATION, RECISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY
    JAN/1997  
I-7
52. 203- 10  
PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
 
JAN/1997
 
I-8
52. 203- 12  
LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS
 
OCT/2010
 
I-9
52. 204- 4  
PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER
 
MAY/2011
 
I-10
52. 204- 7  
CENTRAL CONTRACTOR REGISTRATION
 
FEB/2012
 
I-11
52. 209- 6  
PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT
 
DEC/2010
 
I-12
52. 211- 15  
DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS
 
APR/2008
 
I-13
52. 212- 4  
CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS
 
FEB/2012
 
I-14
52. 215- 2  
AUDIT AND RECORDS--NEGOTIATIONS
 
OCT/2010
 
I-15
52. 215- 8  
ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT
 
OCT/1997
 
I-16
52. 215- 10  
PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA
 
FEB/2012
 
I-17
52. 215- 12  
SUBCONTRACTOR CERTIFIED COST OR PRICING DATA
 
OCT/2010
 
I-18
52. 216- 8  
FIXED FEE
 
JUN/2011
 
I-19
52. 216- 26  
PAYMENTS OF ALLOWABLE COSTS BEFORE DEFINITIZATION
 
DEC/2002
 
I-20
52. 219- 8  
UTILIZATION OF SMALL BUSINESS CONCERNS
 
JAN/2011
 
I-21
52. 219- 9  
SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2011) -- ALTERNATE II (OCT 2001)
 
OCT/2001
 
I-22
52. 219- 9  
SMALL BUSINESS SUBCONTRACTING PLAN
 
JAN/2011
 
I-23
52. 219- 16  
LIQUIDATED DAMAGES--SUBCONTRACTING PLAN
 
JAN/1999
 
I-24
52. 222- 20  
WALSH-HEALEY PUBLIC CONTRACTS ACT
 
OCT/2010
 
I-25
52. 222- 21  
PROHIBITION OF SEGREGATED FACILITIES
 
FEB/1999
 
I-26
52. 222- 26  
EQUAL OPPORTUNITY
 
MAR/2007
 
I-27
52. 222- 35  
EQUAL OPPORTUNITY FOR VETERANS
 
SEP/2010
 
I-28
52. 222- 36  
AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES
 
OCT/2010
 
I-29
52. 222- 50  
COMBATING TRAFFICKING IN PERSONS
 
FEB/2009
 
I-30
52. 223- 6  
DRUG-FREE WORKPLACE
 
MAY/2001
 
I-31
52. 225- 13  
RESTRICTIONS ON CERTAIN FOREIGN PURCHASES
 
JUN/2008
 
I-32
52. 227- 1  
AUTHORIZATION AND CONSENT
 
DEC/2007
 
I-33
52. 227- 2  
NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT
 
DEC/2007
 
I-34
52. 227- 3  
PATENT INDEMNITY
 
APR/1984
 
I-35
52. 227- 9  
REFUND OF ROYALTIES
 
APR/1984
 
I-36
52. 229- 3  
FEDERAL, STATE, AND LOCAL TAXES
 
APR/2003
 
I-37
52. 232- 1  
PAYMENTS
 
APR/1984
 
I-38
52. 232- 8  
DISCOUNTS FOR PROMPT PAYMENT
 
FEB/2002
 
I-39
52. 232- 11  
EXTRAS
 
APR/1984
 
I-40
52. 232- 17  
INTEREST
 
OCT/2010
 
I-41
52. 232- 20  
LIMITATION OF COST
 
APR/1984
 
 
 
 
 
 
  Reference No. of Document Being Continued Page  34 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
 
Regulatory   Cite
 
Title
 
Date
 
I- 42
52.232-22
 
LIMITATION OF FUNDS
 
APR/1984
 
I- 43
52.232-25
 
PROMPT PAYMENT (OCT 2008) - ALTERNATE I (FEB 2002)
 
FEB/2002
 
I- 44
52.232-33
 
PAYMENT BY ELECTRONIC FUNDS TRANSFER--CENTRAL CONTRACTOR REGISTRATION
 
OCT/2003
 
I- 45
52.233-1
 
DISPUTES (JUL 2002) -- ALTERNATE I (DEC 1991)
 
DEC/1991
 
I- 46
52.233-1
 
DISPUTES
 
JUL/2002
 
I- 47
52.233-3
 
PROTEST AFTER AWARD
 
AUG/1996
 
I- 48
52.233-3
 
PROTEST AFTER AWARD (AUG 1996) -- ALTERNATE I (JUN 1985)
 
JUN/1985
 
I- 49
52.233-4
 
APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM
 
OCT/2004
 
I- 50
52.242-13
 
BANKRUPTCY
 
JUL/1995
 
I- 51
52.243-1
 
CHANGES--FIXED PRICE (AUG 1987) -- ALTERNATE I (APR 1984)
 
APR/1984
 
I- 52
52.243-1
 
CHANGES--FIXED PRICE
 
AUG/1987
 
I- 53
52.243-2
 
CHANGES--COST REIMBURSEMENT
 
AUG/1987
 
I- 54
52.243-2
 
CHANGES - COST-REIMBURSEMENT (AUG 1987) -- ALTERNATE I (APR 1984)
 
APR/1984
 
I- 55
52.244-5
 
COMPETITION IN SUBCONTRACTING
 
DEC/1996
 
I- 56
52.244-6
 
SUBCONTRACTS FOR COMMERCIAL ITEMS
 
DEC/2010
 
I- 57
52.245-1
 
GOVERNMENT PROPERTY
 
AUG/2010
 
I- 58
52.245-9
 
USE AND CHARGES
 
AUG/2010
 
I- 59
52.249-2
 
TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE)
 
MAY/2004
 
I- 60
52.249-6
 
TERMINATION (COST REIMBURSEMENT)
 
MAY/2004
 
I- 61
52.249-8
 
DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)
 
APR/1984
 
I- 62
52.249-14
 
EXCUSABLE DELAYS
 
APR/1984
 
I- 63
252.203-7001
 
PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT- RELATED FELONIES
 
DEC/2008
 
I- 64
252.203-7002
 
REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS
 
JAN/2009
 
I- 65
252.204-7000
 
DISCLOSURE OF INFORMATION
 
DEC/1991
 
I- 66
252.204-7003
 
CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT
 
APR/1992
 
I- 67
252.205-7000
 
PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS
 
DEC/1991
 
I- 68
252.219-7003
 
SMALL BUSINESS SUBCONTRACTING PLAN (DoD CONTRACTS)
 
SEP/2011
 
I- 69
252.223-7004
 
DRUG-FREE WORK FORCE
 
SEP/1988
 
I- 70
252.225-7004
 
REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA-­SUBMISSION AFTER AWARD
 
OCT/2010
 
I- 71
252.227-7015
 
TECHNICAL DATA--COMMERCIAL ITEMS
 
DEC/2011
 
I- 72
252.227-7016
 
RIGHTS IN BID OR PROPOSAL INFORMATION
 
JAN/2011
 
I- 73
252.227-7025
 
LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS
 
MAR/2011
 
I- 74
252.227-7027
 
DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE
 
APR/1988
 
I- 75
252.227-7037
 
VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA
 
SEP/2011
 
I- 76
252.232-7003
 
ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS
 
MAR/2008
 
I- 77
252.243-7001
 
PRICING OF CONTRACT MODIFICATIONS
 
DEC/1991
 
I- 78
252.246-7000
 
MATERIAL INSPECTION AND RECEIVING REPORT
 
MAR/2008
 
I- 79
252.249-7002
 
NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION
 
OCT/2010
 
             
I- 80
52.212-5
  CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS- -COMMERCIAL ITEMS  
MAR/2012
 
 
(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:
 
(1)   52.222-50, Combating Trafficking in Persons (FEB 2009) (22U.S.C. 7104(g)).
 
--Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).
 
(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).
 
(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108 77, 108-78).
 
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:
 
x         (1)   52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402).
 
x        (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

 
 
 
 
  Reference No. of Document Being Continued Page  35 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
o        (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded  by   the American Recovery and Reinvestment Act of 2009.)
 
o        (4)  52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Feb 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).
 
o        (5)   52.204-11,   American   Recovery   and   Reinvestment Act - - Reporting Requirements (JUL 2010) (Pub. L. 111-5).
 
x        (6)   52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C. 6101 note).
 
x        (7)   52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (JAN 2012) (41 U.S.C. 2313).
 
o        (8)  52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C of Public Law 111-117, section 743 of Division D of Public Law 111-8, and section 745 of Division D of Public Law 110-161)
 
o        (9) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award  (Nov 2011) (15 U.S.C. 657a).
 
o        (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
 
o        (11)   [Reserved]
 
o        (12) (i)  52.219- 6, Notice of Total Small Business Set-Aside  (Nov 2011) (15 U.S.C. 644).
 
o        (ii)  Alternate I (Nov 2011) of 52.219-6.
 
o        (iii)  Alternate II (Nov 2011) of 52.219-6.
 
o        (13) (i)  52.219-7, Notice of Partial Small Business Set-Aside  (June 2003) (15 U.S.C. 644).
 
o        (ii)  Alternate I (Oct 1995) of 52.219-7.
 
o        (iii)  Alternate II  (Mar 2004) of 52.219-7.
 
x       (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d) (2) and (3)).
 
x       (15) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637(d) (4)).
 
o        (ii)   Alternate I (Oct 2001) of 52.219-9.
 
x       (iii)  Alternate II  (Oct 2001) of 52.219-9.
 
o        (iv) Alternate III  (Jul 2010) of 52.219-9.
 
o        (16)  52.219-13, Notice of Set-Aside of Orders  (NOV 2011) (15 U.S.C. 644(r)).
 
o        (17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a) (14)).
 
x       (18) 52.219-16, Liquidated Damages- -Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d) (4) (F) (i)).
 
o        (19) (i)  52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).
 
o      (ii)  Alternate I (June 2003) of 52.219-23.
 
x       (20) 52.219-25,  Small Disadvantaged Business Participation ProgramDisadvantaged Status and Reporting (Dec 2010) (Pub. L. 103- 355, section 7102, and 10 U.S.C. 2323).
 
o        (21) 52.219-26, Small Disadvantaged Business Participation ProgramIncentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102,  and 10 U.S.C. 2323).
 
o        (22)   52.219- 27,   Notice   of   Total Service-Disabled Veteran-Owned   Small Business   Set-Aside (Nov   2011) (15  U.S.C. 657 f )
 
 
 
 
 
  Reference No. of Document Being Continued Page  36 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
x       (23) 52.219-28, Post Award Small Business Program Rerepresentation  (Apr  2009) (15  U.S.C.  632  (a)   (2)).
 
o        (24) 52.219-29 Notice of Total Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Nov 2011).
 
o        (25) 52.219-30 Notice of Total Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Nov 2 011).
 
o        (26) 52.222-3,  Convict  Labor  (June 2003) (E.O. 11755).
 
x       (27) 52.222-19,  Child  Labor Cooperation  with Authorities and  Remedies (Mar 2012) (E.O. 13126) .
 
x       (28)  52.222-21,  Prohibition of Segregated Facilities (Feb  1999) .
 
x       (29) 52.222-26,  Equal Opportunity (Mar 2007) (E.O.  11246) .  
 
x       (30) 52.222-35,  Equal Opportunity for Special Disabled Veterans,Veterans of  the Vietnam Era, and Other  Eligible Veterans (Sep 2010) (38  U.S.C.  4212) .
 
x       (31) 52.222-36,  Affirmative Action for Workers with  Disabilities  (Oct 2010) (29 U.S.C.793) .
 
x       (32)  52.222-37,  Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2010) (38  U.S.C.  4212) .
 
x       (33)  52.222-40,  Notification of  Employee Rights Under the  National Labor Relations Act (DEC 2010) (E.O.  13496) .
 
x       (34)  52.222-54,  Employment Eligibility Verification (Jan 2009). (Executive  Order  12989). (Not  applicable to the acquisition  of commercially available off-the-shelf  items or certain other types of commercial items as prescribed  in 22.1803.)
 
o       (35) (i)  52.223-9,  Estimate of  Percentage of Recovered Material Content for  EPA-Designated Items (May 2008) (42 U.S.C. 6962(c) (3) (A) (ii)). (Not applicable to the acquisition of commercially available off-the-shelf  items.)
 
o        (ii)  Alternate I (May 2008) of 52.223-9 (42 U.S.C.  6962 (i) (2) (C)). (Not  applicable to the acquisition of commercially available off-the-shelf  items.)
 
o        (36) 52.223-15,  Energy Efficiency in Energy-Consuming Products (Dec  2007)  (42   U.S.C.8259b).
 
x        (37) (i)  52.223-16,  IEEE 1680 Standard for the Environmental Assessment of  Personal Computer Products (DEC  2007)  (E.O. 13423).
 
o        (ii)  Alternate  I  (DEC 2007) of  52.223-16.
 
x        (38) 52.223-18,   Encouraging Contractor Policies to Ban Text Messaging While Driving  (AUG 2011) (E.O. 13513) .
 
o        (39) 52.225-1,   Buy American Act--Supplies  (Feb  2009) (41 U.S.C.  10a-10d).
 
o        (40) (i)  52.225-3,  Buy American Act Free Trade Agreements -- Israeli Trade  Act (Mar  2012) (41 U.S.C.  10a-10d, 19 U.S.C.  3301 note,  19 U.S.C.  2112 note,  19 U.S.C.  3805 note,  Pub. L. 108-77,  108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).
 
o        (ii)  Alternate  I  (Mar 2012) of 52.225-3.
 
o        (iii)  Alternate II  (Mar 2012) of 52.225-3.
 
o        (iv) Alternate III  (Mar 2012) of 52.225-3.
 
o        (41) 52.225-5,  Trade Agreements (Mar  2012)  (19  U.S.C.   2501,  et  seq., 19 U.S.C.  3301 note).
 
x        (42)  52.225-13, Restrictions on Certain Foreign Purchases  (Jun 2008) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).
 
o        (43) 52.226-4,  Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).
 
o        (44)   52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).
 
o        (45) 52.232-29,  Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
 
o        (46)   52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255 (f), 10 U.S.C. 2307 (f)).
 
x        (47) 52.232-33,   Payment by Electronic Funds Transfer - - Central Contractor Registration (Oct. 2003) (31 U.S.C. 3332).
 
 
 
 
 
  Reference No. of Document Being Continued Page  37 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
o        (48)   52.232-34,   Payment   by   Electronic   Funds   Transfer - - Other Than Central Contractor Registration (May 1999) (31 U.S.C. 3332).
 
o        (49) 52.232-36,  Payment by Third Party (FEB 2010) (31 U.S.C. 3332) .
 
o        (50) 52.239-1,  Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a) .
 
x        (51) (i)   52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631) .
 
o        (ii)   Alternate I (Apr 2003) of 52.247-64.
 
(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:
 
o        (1)   52.222-41, Service Contract Act of 1965, (Nov 2007)(41 U.S.C. 351, et seq.).
 
o        (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989)(29 U.S.C.  206 and 41 U.S.C. 351, et seq.).
 
o        (3) 52.222-43, Fair Labor Standards Act and Service Contract Act - - Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
 
o        (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment  (Sep 2009)(29 U.S.C.  206 and 41 U.S.C. 351, et seq.).
 
x        (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).
 
o        (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C.  351, et seq.).
 
o        (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations.  (Mar 2009) (Pub. L. 110-247).
 
o        (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C  5112(p)(1)).
 
 
(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph  (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition  threshold, and does not contain the clause at 52.215- 2, Audit and Records - - Negotiation.
 
(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractors directly pertinent records involving transactions related to this contract.
 
(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination,  audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.
 
(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor  to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.
 
(e) (1) Notwithstanding  the requirements of the clauses in paragraphs  (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph  (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- -
 
(i) 52.203-13, Contractor Code of Business Ethics and Conduct  (Apr 2010) (Pub. L.  110-252, Title VI, Chapter 1 (41 U.S.C.  251 note)).
 
(ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010)(15 U.S.C.  637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts  to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting
 
 
 
 
 
  Reference No. of Document Being Continued Page  38 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
opportunities.
 
(iii)   [Reserved]
 
(iv)  52.222-26, Equal Opportunity  (Oct 2010) (E. O.  11246) .
 
(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2010) (38  U.S.C. 4212).
 
(vi) 52.222-36,   Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).
 
(vii)   52.222-40,   Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496) .
 
(viii) 52.222- 41,   Service Contract Act of 1965, (Nov 2007), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.)
 
(ix) 52. 222-50, Combating Trafficking  in Persons (FEB 2009) (22 U.S.C.    7104(g)).
 
___ Alternate I (Aug 2007) of 52.222-50  (22  U.S.C. 7104(g)).
 
(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C.   351, et seq.)
 
(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.)
 
(xii) 52.222-54, Employment Eligibility Verification (Jan 2009) .
 
(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247) . Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.
 
(xiv) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006)(46  U.S.C. Appx 124l(b) and 10  U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.
 
(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.
 
(End of Clause)
 
 
I-81
52.216-7
ALLOWABLE COST AND PAYMENT
JUN/2011
 
 
(a) Invoicing.
 
(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) Subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.
 
(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.
 
(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.
 
(b) Reimbursing costs.

 
 
 
 
  Reference No. of Document Being Continued Page  39 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
(1)  For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of this clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term costs includes only- -
 
(i)  Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by   cash, check, or other form of actual payment for items or services purchased directly for the contract;
 
(ii)  When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for- -
 
(A)  Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made
 
(l)  In accordance with the terms and conditions of a subcontract or invoice; and
 
(2)  Ordinarily within 30 days of the submission of the Contractors payment request to the Government;
 
(B)  Materials issued from the Contractors inventory and placed in the production process for use on the contract;
 
(C)  Direct labor;
 
(D)  Direct travel;
 
(E)  Other direct in-house costs; and
 
(F)  Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor  for purposes of obtaining reimbursement under Government contracts; and
 
(iii)  The amount of financing payments that have been paid by cash, check or other form of payment to subcontractors.
 
(2)  Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless
 
(i)  The Contractors practice is to make contributions to the retirement fund quarterly or more frequently; and
 
(ii)  The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractors indirect costs for payment purposes).
 
(3)  Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.
 
(4)  Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractors expense or at no cost to the Government  shall be disregarded for purposes of cost-reimbursement under this clause.
 
(c)  Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.
 
(d)  Final indirect cost rates.
 
(1)  Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.
 
(2) (i)  The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.
 
(ii)  The proposed rates shall be based on the Contractors actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractors proposal.
 
(iii)  An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:
 
(A) Summary of all claimed indirect expense rates, including pool, base, and calculated  indirect rate.
 
 
 
 
 
  Reference No. of Document Being Continued Page  40 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by   element of cost as identified i n accounting records (Chart of Accounts).
 
(C)  Overhead expenses (final indirect cost pool). Schedule of claimed expenses by   element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.
 
(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.
 
(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.
 
(F) Facilities capital cost of money factors computation.
 
(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.
 
(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.
 
(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.
 
(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).
 
(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.
 
(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.
 
(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.
 
(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).
 
(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).
 
(iv) The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:
 
(A) Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.
 
(B) General Organizational information and Executive compensation for the five most highly compensated executives. See 31.205- 6(p). Additional salary reference information is available at http://www.whitehouse.gov/omb/procurement_index_exec_comp/.
 
(C) Identification of prime contracts under which the contractor performs as a subcontractor.
 
(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year's submission).
 
(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year's submission).
 
(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).
 
(G) Management letter from outside CPAs concerning any internal control weaknesses.
 
(H) Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G) of this section.
 
(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.
 
(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission
 
 
 
 
 
  Reference No. of Document Being Continued Page  41 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
is made.
 
(K) Federal and State income tax returns.
 
(L) Securities and Exchange Commission 10-K annual report.
 
(M) Minutes from board of directors meetings.
 
(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.
 
(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.
 
(v) The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.
 
(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify
 
(i) the agreed upon final annual indirect cost rates,
 
(ii) the bases to which the rates apply,
 
(iii) the periods for which the rates apply,
 
(iv) any specific indirect cost items treated as direct costs in the settlement, and
 
(v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates.
 
The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.
 
(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.
 
(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The completion invoice or voucher shall include settled subcontract amounts and rates. The prime contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.
 
(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may--
 
(A) Determine the amounts due to the Contractor under the contract; and
 
(B) Record this determination in a unilateral modification to the contract.
 
(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.
 
(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates- -
 
(1) Shall be the anticipated final rates; and
 
(2) May be prospectively or retroactively revised by mutual agreement, at either partys request, to prevent substantial overpayment or underpayment.
 
(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.
 
(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractors invoices or vouchers and statements of cost audited. Any payment may be- -
 
 
 
 
 
  Reference No. of Document Being Continued Page  42 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor:   COMTECH MOBILE DATACOM CORPORATION
 
(1)  Reduced by   amounts found by the Contracting Officer not to constitute allowable costs; or
 
(2) Adjusted for prior overpayments or underpayments.
 
(h) Final payment.
 
(1) Upon approval of a   completion   invoice or voucher   submitted   by   the Contractor in accordance   with   paragraph   (d)   (5) of this   clause, and upon the Contractors compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.
 
(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver --
 
(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and
 
(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except
 
(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;
 
(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and
 
(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractors indemnification of the Government against patent liability.
 
(End of Clause)
 
I-82
52.216-19 
ORDER LIMITATIONS
OCT/1995
 
 
(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.
 
(b) Maximum order. The Contractor is not obligated to honor --
 
(1) Any order for a single hardware item in excess of the contract ceiling;
 
(2) Any order for a combination of items in excess of the contract ceiling; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in subparagraph (b) (1) or (2) of this section.
 
(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.
 
(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within three (3) days after issuance, with written notice stating the Contractors intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.
 
(End of Clause)

 
 
 
 
  Reference No. of Document Being Continued Page  43 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
I-83
52.216-22
INDEFINITE QUANTITY
OCT/1995
 
 
(a) This is an indefinite quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.
 
(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the maximum. The Government shall order at least the quantity of supplies or services designated in the Schedule as the minimum.
 
(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.
 
(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contracts effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 365 days after the expiration date of this contract.
 
(End of Clause)
 
I-84
52.216-23
EXECUTION AND COMMENCEMENT OF WORK
APR/1984
 
 
The Contractor shall indicate acceptance of this letter contract by signing three copies of the contract and returning them to the Contracting Officer not later than 29 March 2012. Upon acceptance by both parties, the Contractor shall proceed with performance of the work, including purchase of necessary materials.
 
(End of Clause)
 
I-85
52.216-24 
LIMITATION OF GOVERNMENT LIABILITY
APR/1984
 
 
(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding the obligated value identified in the orders placed off of this contract.
 
(b) The maximum amount for which the Government shall be liable if this contract is terminated is the obligated amount identified referenced in paragraph (a) of this text.
 
(End of Clause)
 
I-86
52.217-8
OPTION TO EXTEND SERVICES
NOV/1999
 
 
The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of the expiration date of the order.
 
(End of Clause)
 
I-87
52.217-9
OPTION TO EXTEND THE TERM OF THE CONTRACT
MAR/2000
 
 
(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days of the expiration date of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.
 
(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

 
 
 
 
  Reference No. of Document Being Continued Page  44 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 3 years.
 
(End of Clause)
 
I-88 52.243-7  NOTIFICATION OF CHANGES APR/1984

(a) Definitions. Contracting Officer, as used in this clause, does not include any representative of the Contracting Officer.
 
Specifically Authorized Representative (SAR), as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.
 
(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing promptly, within 2 calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state - -
 
(1) The date, nature, and circumstances of the conduct regarded as a change;
 
(2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct;
 
(3) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;

(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including - -

(i) What contract line items have been or may be affected by the alleged change;

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;

(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) The Contractors estimate of the time by which the Government must respond to the Contractors notice to minimize cost, delay or disruption of performance.

(c) Continued performance. Following submission of the notice required by paragraph (b) of this clause, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in paragraph (b) of this clause, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing promptly and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall promptly countermand any action which exceeds the authority of the SAR.

(d) Government response. The Contracting Officer shall promptly, within 7 calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either - -

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance;

(2) Countermand any communication regarded as a change;

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or
 
 
 
 
 
  Reference No. of Document Being Continued Page  45 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
(4) In   the   event   the   Contractors   notice information   is inadequate   to   make   a decision under   subparagraphs   (d) (1), (2),   or (3) of this clause, advise the Contractor what additional information is required, and establish the date by   which it   should be furnished and the date thereafter by   which the Government will respond.
 
(e) Equitable adjustments.
 
(1) If the Contracting Officer confirms that Government conduct effected a change as alleged by   the Contractor, and the conduct causes an increase or decrease in the Contractors cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made- -

(i) In the contract price or delivery schedule or both; and

(ii) In such other provisions of the contract as may be affected.

(2) The contract shall be modified in writing accordingly, In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractors failure to provide notice or to continue performance as provided, respectively, in paragraphs (b) and (c) of this clause.

NOTE: The phrases contract price and cost wherever they appear in the clause, may be appropriately modified to apply to cost­- reimbursement or incentive contracts, or to combinations thereof.
 
(End of Clause)
 
I-89
252.212-7001
CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS
MAR/2012
 
(a) The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.
 
x  52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207) .
 
(b) The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items or components.
 
(1) x 252.203-7000, Requirements Relating to Compensation of Former DoD Officials (SEP 2011) (Section 847 of Pub. L. 110-181).

(2) x 252.203-7003, Agency Office of the Inspector General (SEP 2010) (section 6101 of Pub. L. 110-252, 41 U.S.C. 3509).

(3) x 252 .205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991)  (10 U.S.C.  2416).

(4) x 252. 219 - 7003,   Small,   Small   Disadvantaged and   Women-Owned   Small   Business   Subcontracting Plan   (DoD   Contracts) (SEP   2011)   (15 U.S.C. 637).

(5)  o 252.219-7004, Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (Test Program) (JAN 2011) (15 U.S.C. 637 note).
 
(6) (i) x 252.225-7001, Buy American Act and Balance of Payments Program (OCT 2011) (41 U.S.C. 10a-10d, E. O. 10582).
 
 (ii) o Alternate I (OCT 2011) of 252.225-7001.
 
(7)  o 252.225-7008, Restriction on Acquisition of Specialty Metals (JUL 2009) (10 U.S.C. 2533b).
 
(8) x 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (Jan 2011) (10 U.S.C. 2533b).
 
(9) x 252.225-7012, Preference for Certain Domestic Commodities (Jun 2010) (10 U.S.C. 2533a).

 
 
 
 
  Reference No. of Document Being Continued Page  46 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

(10) o 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).

(11) o 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (Jun 2011) (Section 8065 of Public Law 107-117 and the same restriction in subsequent DoD appropriations acts).
 
(12) o 252.225-7017, Photovoltaic Devices (MAR 2012) (Section 846 of Pub. L. 111-383).
 
(13)   ( i) o 252.225-7021, Trade Agreements (JAN 2012) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).
 
(i i) o Alternate I (OCT 2011) of 252.225-7021.

(iii) o Alternate II (OCT 2011) of 252.225-7021.

(14) o 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).
 
 (15) o 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C.   2755).
 
(16) (i) o 252.225-7036, Buy American Act--Free Trade Agreements--Balance of Payments Program (OCT 2011) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).

(ii) o Alternate I (OCT 2011) of 252.225-7036.
 
(iii) o Alternate II (OCT 2011) of 252.225-7036.
 
(iv) o Alternate III (OCT 2011) of 252.225-7036.
 
(17) o 252.225-7038, Restriction on Acquisition of Air Circuit Breakers  (JUN   2005) (10 U.S.C. 2534(a) (3)).

(18) o 252.225-7039, Contractors Performing Private Security Functions (AUG 2011) (Section 862 of Pub. L. 110-181, as amended by section 853 of Pub. L. 110-417 and sections 831 and 832 of Pub. L. 111-383).

(19) x 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Public Law 107-248 and similar sections in subsequent DoD appropriations acts).
 
(20) o 252.227-7013, Rights in Technical Data--Noncommercial Items (FEB 2012), if applicable (see 227.7103-6(a)).
 
(21) x 252.227-7015, Technical Data--Commercial Items (DEC 2011) (10 U.S.C. 2320).

(22) x 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 2011) (10 U.S.C. 2321).

(23) x 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) (10 U.S.C.   2227).

(24) o 252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (NOV 2010) (Section 1038 of Pub. L. 111-84).
 
(25) o 252.237-7019, Training for Contractor Personnel Interacting with Detainees (DEC 2010) (Section 1092 of Public Law 108-375).
 
(26) x 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).

(27) o 252.246-7004, Safety of Facilities, Infrastructure, and Equipment for Military Operations (OCT 2010) (Section 807 of Public Law 111-84).

(28) o 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (SEP 2010) (Section 884 of Public Law 110-417).
 
(29) (i) x 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).
 
(ii) x Alternate I (MAR 2000) of 252.247-7023.
 
(iii) o Alternate II (MAR 2000) of 252.247-7023.

(iv) o Alternate III (MAY 2002) of 252.247-7023.

(30) o 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).
 
 
 
 

  Reference No. of Document Being Continued Page  47 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
(31) o 252.247-7027, Riding Gang Member Requirements (OCT 2011) (Section 3504 of Pub. L. 110-417).

(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

(1) 252.225-7039, Contractors Performing Private Security Functions (AUG 2011) (Section 862 of Pub. L. 110-181, as amended by section 853 of Pub. L. 110-417 and sections 831 and 832 of Pub. L. 111-383).

(2) 252.227-7013, Rights in Technical Data--Noncommercial Items (FEB 2012), if applicable (see 227.7103-6(a)).
 
(3) 252.227-7015, Technical Data --Commercial Items (DEC 2011), if applicable (see 227.7102-4(a)).
 
(4) 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 2011), if applicable (see 227.7102-4(c)).

(5) 252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (NOV 2010) (Section 1038 of Pub. L. 111-84).
 
(6) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).
 
(7) 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (SEP 2010) (Section 884 of Public Law 110- 417).

(8) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).
 
(9) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).
 
(End of clause)
 
I-90   252.217-7027 CONTRACT DEFINITIZATION OCT/1998
 
(a) A Cost Plus Fixed Fee (CPFF)/Firm Fixed Price (FFP)Indefinite Delivery Indefinite Quantity (IDIQ) contract is contemplated for the acquisition of Network Operations Center Services, Antennas/Transceivers, Support Hardware, and Engineering/Repair Services. The Contractor agrees to begin promptly negotiating with the Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the undefinitized contract action, (2) all clauses required by law on the date of execution of the definitive contract action, and (3) any other mutually agreeable clauses, terms, and conditions. The Contractor agrees to submit a qualifying proposal and cost or pricing data, for services, and other than cost or pricing data, for hardware supporting its proposal.
 
(b) The schedule for definitizing this contract action is as follows:
 
Submission of Proposal:
04 May 2012
Beginning of negotiations:
15 June 2012
Target date for definitization of contract:
03 August 2012
 
(c) If agreement on a definitive contract action to supersede this undefinitized contract action is not reached by the target date in paragraph (b) of this clause, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with Subpart 15.4 and Part 31 of the FAR, subject to Contractor appeal as provided in the Disputes clause. In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation of Government Liability clause.
 
(1) After the Contracting Officers determination of price or fee, the contract shall be governed by

(i) All clauses required by the FAR on the date of execution of this undefinitized contract action for either fixed-price or cost- reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);

(ii) All clauses required by law as of the date of the Contracting Officers determination; and

(iii) Any other clauses, terms, and conditions mutually agreed upon.

(2) To the extent consistent with paragraph (c)(1) of this clause, all clauses, terms, and conditions included in this undefinitized contract action shall continue in effect, except those that by their nature apply only to an undefinitized contract action.
 
 
 
 
 
  Reference No. of Document Being Continued Page  48 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
(d) The definitive contract resulting from this undefinitized contract action will include a negotiated price in no event to exceed $80,730,903.
 
(End of clause)

I-91
52.230-3 (DEV 2012-O0003)
 
DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (DEVIATION 2012-O0003)
JAN/2012
 
(a) The Contractor, in connection with this contract, shall - -

(1) Comply with the requirements of 48 CFR 9904.401, Consistency in Estimating, Accumulating, and Reporting Costs; 48 CFR 9904.402, Consistency in Allocating Costs Incurred for the Same Purpose; 48 CFR 9904.405, Accounting for Unallowable Costs; and 48 CFR 9904.406, Cost Accounting StandardCost Accounting Period, in effect on the date of award of this contract as indicated in 48 CFR Part 9904.

(2) (CAS-covered Contracts Only) If it is a business unit of a company required to submit a Disclosure Statement, disclose in writing its cost accounting practices as required by 48 CFR 9903.202-1 through 9903.202-5. If the Contractor has notified the Contracting Officer that the Disclosure Statement contains trade secrets and commercial or financial information which is privileged and confidential, the Disclosure Statement shall be protected and shall not be released outside of the Government.
 
(3) (i) Follow consistently the Contractors cost accounting practices. A change to such practices may be proposed, however, by either the Government or the Contractor, and the Contractor agrees to negotiate with the Contracting Officer the terms and conditions under which a change may be made. After the terms and conditions under which the change is to be made have been agreed to, the change must be applied prospectively to this contract, and the Disclosure Statement, if affected, must be amended accordingly,
 
(ii) The Contractor shall, when the parties agree to a change to a cost accounting practice and the Contracting Officer has made the finding required in 48 CFR 9903.201-6(c), that the change is desirable and not detrimental to the interests of the Government, negotiate an equitable adjustment as provided in the Changes clause of this contract. In the absence of the required finding, no agreement may be made under this contract clause that will increase costs paid by the United States.
 
(4) Agree to an adjustment of the contract price or cost allowance, as appropriate, if the Contractor or a subcontractor fails to comply with the applicable CAS or to follow any cost accounting practice, and such failure results in any increased costs paid by the United States. Such adjustment shall provide for recovery of the increased costs to the United States together with interest thereon computed at the annual rate established under section 6621(a) (2) of the Internal Revenue Code of 1986 (26 U.S.C. 6621(a) (2)), from the time the payment by the United States was made to the time the adjustment is effected.

(b) If the parties fail to agree whether the Contractor has complied with an applicable CAS, rule, or regulation as specified in 48 CFR 9903 and 9904 and as to any cost adjustment demanded by the United States, such failure to agree will constitute a dispute under the Contract Disputes Act (41 U.S.C. 601).

(c) The Contractor shall permit any authorized representatives of the Government to examine and make copies of any documents, papers, and records relating to compliance with the requirements of this clause.

(d) The Contractor shall include in all negotiated subcontracts, which the Contractor enters into, the substance of this clause, except paragraph (b), and shall require such inclusion in all other subcontracts of any tier, except that - -

(1) If the subcontract is awarded to a business unit which pursuant to 48 CFR 9903.201-2 is subject to other types of CAS coverage, the substance of the applicable clause set forth in subsection 30.201-4 of the Federal Acquisition Regulation shall be inserted.
 
(2) This requirement shall apply only to negotiated subcontracts in excess of $700,000.
 
(3) The requirement shall not apply to negotiated subcontracts otherwise exempt from the requirement to include a CAS clause as specified in 48 CFR 9903.201-1.
 
(End of Clause)

I-92 52.252-2 CLAUSES INCORPORATED BY REFERENCE FEB/1998
 
This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address:

 
 
 
 
 
  Reference No. of Document Being Continued Page  49 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
http://www.acq.osd.mil/dpap/dars/far.html or http://www.acq.osd mil/dpap/dars/index.htm or http://farsite.hill.af.mil/VFAFARa.HTM
 
(End of Clause)

 
 
 
 
  Reference No. of Document Being Continued Page  50 of 50
CONTINUATION SHEET    
  PIIN/SIIN W15P7T - 12 - D - 0015 MOD/AMD  
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION
 
SECTION J - LIST OF ATTACHMENTS
 
List of
Addenda
  Title   Date  
 Number
of Pages
  Transmitted By
Exhibit A
  DATA ITEM C001 - PACKET SWITCH AND OPERATIONS DAILY LOG      
001
 
EMAIL
Exhibit B
  DATA ITEM C002 - SYSTEMS ACCEPTANCE TEST PROCEDURE      
001
 
EMAIL
Exhibit C
  DATA ITEM C003 - BAR CODE IDENTIFICATION REPORT      
001
 
EMAIL
Exhibit D
  DATA ITEM C004 - VERSION DESCRIPTION DOCUMENT      
001
 
EMAIL
Exhibit E
  DATA ITEM C005 - SOFTWARE TEST PLAN AND VERIFICATION MATRIX      
001
 
EMAIL
Exhibit F
  DATA ITEM C006 - SOFTWARE TEST PROCEDURES      
001
 
EMAIL
Exhibit G
  DATA ITEM C007 - SOFTWARE TEST PLAN, PROCEDURES, AND DESCRIPTION      
001
 
EMAIL
Exhibit H
  DATA ITEM C008 - MEETING MINUTES      
001
 
EMAIL
Exhibit J
  DATA ITEM C009 - CONTRACT STATUS REPORT      
001
 
EMAIL
Exhibit K
  DATA ITEM C010 - CONTRACT FINANCIAL REPORTS      
001
 
EMAIL
Exhibit L
  DATA ITEM C011 - CONTRACT WORK BREAKDOWN STRUCTURE      
001
 
EMAIL
Exhibit M
  DATA ITEM C012 - CONTRACTOR MANPOWER REPORT      
001
 
EMAIL
Exhibit N
  DATA ITEM C013 - CONFIGURATION CONTROL BOARD      
001
 
EMAIL
Attachment 0001
 
SOW FOR 2012-2015 NOC SERVICES, ANTENNAS/TRANSCEIVERS, SUPPORT HARDWARE, AND ENGINEERING/REPAIR SERVICES
 
27-MAR-2012
     
EMAIL
Attachment 0002
 
CMDC ROUGH ORDER OF MAGNITUDE
         
EMAIL
Attachment 0003
 
COMMERCIAL INTELLECTUAL PROPERTY LICENSE AGREEMENT
         
EMAIL
Attachment 0004
 
CMDC ROM APPENDIX EMAIL TO INCLUDE TELEHOUSING NTE PRICES
 
27-MAR-2012
     
EMAIL
 
 
EXHIBIT 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Fred Kornberg, certify that:

1.  
I have reviewed this quarterly report on Form 10-Q of Comtech Telecommunications Corp.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: June 7, 2012
/s/ Fred Kornberg        
Fred Kornberg
Chairman of the Board
Chief Executive Officer and President

 
 
 

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Michael D. Porcelain, certify that:

1.  
I have reviewed this quarterly report on Form 10-Q of Comtech Telecommunications Corp.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: June 7, 2012
/s/ Michael D. Porcelain                              
Michael D. Porcelain
Senior Vice President and Chief Financial Officer

 
 
 

Exhibit 32.1
 
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Quarterly Report of Comtech Telecommunications Corp. (the “Company”) on Form 10-Q for the period ended April 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fred Kornberg, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
 
1.  The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: June 7, 2012
/s/ Fred Kornberg        
Fred Kornberg
Chairman of the Board
Chief Executive Officer and President
 
 
 
 

Exhibit 32.2
 
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Quarterly Report of Comtech Telecommunications Corp. (the “Company”) on Form 10-Q for the period ended April 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. Porcelain, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
 
1.  The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: June 7, 2012
/s/ Michael D. Porcelain        
Michael D. Porcelain
Senior Vice President and Chief Financial Officer