COMTECH TELECOMMUNICATIONS CORP /DE/ — Annual Report 2005

Sep 22, 2005

10-K 1 d65355_10k.htm ANNUAL REPORT

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

FORM 10-K

(Mark One)

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

For the fiscal year ended July 31, 2005

o 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 or organization)		(I.R.S. Employer
Identification Number)
105
Baylis Road, Melville, New York	11747	(631)
777-8900
(Address of principal
executive offices)	(Zip
Code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.10 per share Series A Junior Participating Cumulative Preferred Stock par value $.10 per share (Title of Class)

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. x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). x Yes o No

The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as quoted on the Nasdaq National Market on January 31, 2005 was approximately $453,670,000.

The number of shares of the registrant’s common stock outstanding on September 14, 2005 was 22,633,791.

DOCUMENTS INCORPORATED BY REFERENCE.

Certain portions of the document listed below have been incorporated by reference into the indicated Part of this Annual Report on Form 10-K:

Proxy Statement for Annual Meeting of Stockholders to be held December 6, 2005 - Part III

INDEX

| PART
I — ITEM
1. | BUSINESS | 1 |
| --- | --- | --- |
| | Industry
Background | 1 |
| | Corporate
Strategies | 2 |
| | Competitive
Strengths | 2 |
| | Telecommunications
Transmission Segment | 3 |
| | Mobile Data
Communications Segment | 4 |
| | RF Microwave
Amplifiers Segment | 5 |
| | Key
Products, Systems and Services | 7 |
| | Acquisitions | 7 |
| | Sales,
Marketing
and Customer Support | 8 |
| | Backlog | 8 |
| | Manufacturing
and Service | 9 |
| | Research
and Development | 9 |
| | Intellectual
Property | 9 |
| | Competition | 9 |
| | Employees | 10 |
| | Regulatory
Matters | 10 |
| ITEM
2. | PROPERTIES | 10 |
| ITEM
3. | LEGAL
PROCEEDINGS | 11 |
| ITEM
4. | SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS | 11 |
| PART
II | | |
| ITEM 5. | MARKET
FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES
OF EQUITY SECURITIES | 11 |
| | Dividends | 11 |
| | Recent
Sales of Unregistered Securities | 11 |
| | Issuer
Purchases of Equity Securities | 12 |
| | Approximate
Number of Equity Security Holders | 12 |
| ITEM
6. | SELECTED
CONSOLIDATED FINANCIAL DATA | 13 |
| ITEM 7. | MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS | 14 |
| | Overview | 14 |
| | Critical
Accounting Policies | 15 |
| | Results of
Operations | 17 |
| | Comparison of Fiscal 2005 and
2004 | 17 |

i

| | Comparison of Fiscal 2004 and
2003 | 19 |
| --- | --- | --- |
| | Liquidity
and Capital Resources | 21 |
| | Legal
Proceedings | 22 |
| | Recent
Accounting Pronouncements | 23 |
| | Forward-Looking
Statements and Risk Factors | 24 |
| ITEM
7A. | QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 31 |
| ITEM
8. | FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA | 31 |
| ITEM 9. | CHANGES
IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE | 32 |
| ITEM
9A. | CONTROLS
AND PROCEDURES | 32 |
| ITEM
9B. | OTHER
INFORMATION | 33 |
| PART
III | | |
| ITEM
10. | DIRECTORS
AND EXECUTIVE OFFICERS OF REGISTRANT | 33 |
| ITEM
11. | EXECUTIVE
COMPENSATION | 33 |
| ITEM 12. | SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER
MATTERS | 33 |
| ITEM
13. | CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS | 33 |
| ITEM
14. | PRINCIPAL
ACCOUNTANT FEES AND SERVICES | 33 |
| PART
IV | | |
| ITEM
15. | EXHIBITS
AND FINANCIAL STATEMENT SCHEDULE | 34 |
| SIGNATURES | | 36 |
| INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE | | F-1 |

ii

Note: As used in this Annual Report on Form 10-K, the terms “Comtech,” “we,” “us,” “our” and “our company” mean Comtech Telecommunications Corp. and Comtech’s subsidiaries.

PART I

ITEM 1. BUSINESS

We design, develop, produce and market innovative products, systems and services for advanced communications solutions. We conduct our business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. We sell our products into commercial and government markets where we believe we have technological, engineering, systems design or other expertise that differentiate our product offerings. We believe we are a leader in the market segments that we serve.

In the past several years, we have expanded our product lines, completed strategic acquisitions, increased our research and development efforts and broadened our customer base. These efforts have resulted in significant growth for the past three years. Fiscal 2005 sales of $307.9 million and net income of $36.7 million are records for our company. As of July 31, 2005, we have $214.4 million of unrestricted cash and cash equivalents on hand.

Our Internet website is www.comtechtel.com and we make available free of charge, on our website, our annual reports, quarterly reports, current reports and any related amendments. Unless specifically noted, the reference to our website address does not constitute incorporation by reference of the information contained therein into this Annual Report on Form 10-K. We are incorporated in the state of Delaware.

Industry Background

Since our founding in 1967 during the infancy of satellite and other wireless communication services, the communications industry has experienced dramatic changes. Beyond initial requirements related to increasing the number of available voice circuits, the communications market has developed higher level needs around secure voice, video and data transmission at high throughput levels across a wide variety of land, air and sea environments.

Over the last decade, the industry has been driven by the global expansion of advanced communication services related to the needs of information-intensive economies, the United States (“U.S.”) military’s transformation to information-based, network-centric warfare, and the need for developing countries to upgrade their commercial and defense communications systems.

| • | Global Development of
Information-Intensive Economies. Businesses are
increasingly reliant upon the Internet and multimedia applications to
communicate voice, video and data to their customers and employees around the
world. We expect demand for these high-bandwidth applications to continue to
grow. |
| --- | --- |
| • | Military Transformation to
Information-Based, Network-Centric Warfare. The U.S.
military is increasingly reliant on information and communications technology
to provide critical advantages in battlefield, support and logistics
operations. Situational awareness, defined by knowledge of the location and
strength of friendly and unfriendly forces during battle, can increase the
likelihood of success during a conflict. As evidenced in the recent Iraqi
conflict, stretched battle and supply lines can use satellite-based
communications to span distances that normal radio communications, such as
terrestrial-based systems, are unable to cover. |
| • | Developing Countries Upgrading
Their Commercial and Defense Communication Systems. We
believe many developing countries are committing greater resources and are
now placing a higher priority on developing and upgrading their
communications systems than in the past. Many of these countries lack the resources
or have large geographic areas or unfriendly terrain that make it difficult
to install extensive land-based networks on a cost-effective basis. We
believe this provides an opportunity for satellite, over-the-horizon
microwave and other wireless communications systems to meet the requirements
for communications services in these countries. |

We continue to benefit from the foregoing trends in the industry across our three business segments by focusing internal and customer funded research and development resources to produce secure, scalable and reliable technologies to meet evolving market needs.

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Corporate Strategies

We manage our business with the following principal corporate business strategies:

| • | Seek leadership positions in markets where we can provide
specialized products and services; |
| --- | --- |
| • | Identify and participate in emerging technologies
that enhance or expand our product portfolio; |
| • | Operate business segments flexibly to maximize
responsiveness to our customers; |
| • | Strengthen our diversified and balanced customer
base; and |
| • | Pursue acquisitions of businesses and technologies. |

We believe that, as a result of these business strategies, we are well positioned to capitalize on growth opportunities in the commercial, international and defense markets.

Competitive Strengths

As a result of the successful execution of our principal corporate strategies, we have established the following competitive strengths:

| Leadership Positions in All Three Business Segments
– In our telecommunications transmission segment, we believe we are the leading
provider of over-the-horizon microwave systems, satellite earth station
modems and integrated circuits incorporating Turbo Product Code (“TPC”)
forward error correction technology. In our mobile data communications segment,
we are the sole supplier of the U.S. Army logistics command’s Movement
Tracking System (“MTS”) and continue to integrate our technologies and
products with other U.S. military battlefield command and control
applications and systems. In our RF microwave amplifiers segment, we are one
of the largest independent suppliers of broadband, high-power, high
performance RF microwave amplifiers. |
| --- |
| Reputation as an Innovative Leader with Emphasis on
Research and Development – We have established a
leading position in our fields through internal and customer funded research
and development activities. We believe we were the first company to begin
full-scale deployment of TPC in digital satellite earth station modems, which
can significantly reduce satellite transponder lease costs or increase
satellite earth station modem data throughput. Our field-proven
over-the-horizon microwave systems utilize a proprietary 8 megabits per
second adaptive digital modem (which we recently upgraded to 16 megabits per
second), both of which we believe to be significantly faster than those of
our competitors. Our mobile data communications system is the leading L-band
satellite-based mobile data communications system used by the U.S. Army for
near real-time messaging and location tracking of mobile assets. |
| Diverse Customer Base with Long-Standing Relationships
– We have established long-standing relationships with key domestic and
international system and network suppliers in the satellite, defense and
aerospace industries, as well as the U.S. government and foreign governments.
Our products are in service around the globe and we continue to expand our
geographic distribution as we continue to be recognized for our ability to
develop new technologies and meet stringent program requirements. |
| Ability to Leverage Our High Volume Manufacturing Center
– Our high volume technology manufacturing center located in Tempe, Arizona
utilizes state-of-the-art design and production techniques, including analog,
digital and RF microwave production, hardware assembly and full-service
engineering. All three of our business segments utilize this manufacturing
center for certain high volume production which allows our business segments
to secure larger volume contracts on a more cost-effective basis than they would
otherwise be able to obtain. |
| Successful Acquisition Track Record – We have demonstrated that we can successfully integrate acquired businesses,
achieve increased efficiencies and capitalize on market and technological
synergies. We believe that our disciplined approach in identifying,
integrating and capitalizing on acquisitions provides us with a proven
platform for additional growth. |

2

Our Three Business Segments

We conduct our business through three complementary business segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. This allows each of our business segments to maintain a high level of focus and customer attentiveness. As appropriate and as guided by corporate senior management, our businesses capitalize on synergies that exist between them with respect to manufacturing, technology, sales, marketing and customer support. Financial information about our business segments can be found in Note 12 to the consolidated financial statements beginning on page F-22.

Telecommunications Transmission Segment

Overview

Our telecommunications transmission segment, which is our largest business segment, provides sophisticated equipment and systems for satellite, over-the-horizon microwave and wireless line-of-sight telecommunications systems. Our telecommunications transmission products are used in a wide variety of commercial and defense applications including the transmission of voice, video and data over the Internet (such as voice over Internet Protocol (“IP”) and broadband video), long distance telephone (including the backhaul of cellular traffic using satellites), broadcast, cable and highly secure defense applications.

The following are the key products and systems, along with related markets and applications, for our telecommunications transmission segment:

Satellite Earth Station Equipment and Systems. We provide customers a one-stop shopping approach by offering a broad range of communications equipment, including modems, frequency converters, power amplifiers, transceivers, access devices and voice gateways that are used in commercial and government satellite applications. We believe we are the leading provider of satellite earth station modems. Our modems incorporate TPC, an advanced form of forward error correction. We believe we were the first company to offer TPC in satellite earth station modems which can significantly reduce satellite transponder lease costs or increase satellite earth station modem data throughput by up to 60%. We are in the process of introducing a new line of satellite modems with low density parity check (“LDPC”), a next generation form of forward error correction, as well as Carrier-in-Carrier TM , a technique in our modems that allows satellite earth stations to transmit and receive at the same frequency, effectively reducing transponder bandwidth requirements by 50%. Our time division multiple access (“TDMA”) and single channel per carrier (“SCPC”) based communication products and software enable our customers to utilize satellite network bandwidth management techniques to more cost-effectively enable, among others, applications such as video teleconferencing, distance learning, telemedicine and Internet content delivery.

Over-the-Horizon Microwave Systems. We design, develop, produce and market over-the-horizon microwave communications equipment and systems that can transmit signals over unfriendly or inaccessible terrain from 30 to 600 miles by reflecting the transmitted signals off the troposphere, an atmospheric layer located approximately seven miles above the earth’s surface. Over-the-horizon microwave systems are a cost-effective alternative to satellite systems since they do not require the leasing of satellite transponder space. We believe our new 16 megabits per second adaptive digital modem is significantly faster than our competitors’ modems. Our primary customers in this product line include foreign governments, who have used our systems to, among other things, transport radar tracking information, from remote border locations, as well as oil and gas companies for whom it is essential to maintain communication with offshore oil rigs and other remote exploration activities. We believe the U.S. military market is also an area of potential growth as advancements in our over-the-horizon microwave technology are enabling new applications for these systems, such as the transmission of video.

Forward Error Correction Technology. We design, develop and market forward error correction integrated circuit solutions which allow for more efficient transmission of voice, video and data in wireless communication channels. We have been issued several U.S. patents relating to our forward error correction technology. We incorporate this technology into our satellite earth station modems, which we believe provides us with a competitive advantage. We are also currently integrating our TPC technology into our over-the-horizon microwave systems. In addition, we market data compression integrated circuits which are used by leading manufactures of copiers and data storage products.

3

Business Strategies

Our telecommunications transmission segment business strategies are as follows:

Expand Leadership Position in Satellite Earth Station Market – Our satellite earth station modems, which incorporate leading technologies such as TPC, LDPC and Carrier-in-Carrier TM have established us as a leading provider to domestic and international commercial satellite systems and network customers, as well as U.S. and foreign governments. We recently expanded our product offerings in this area to include access devices and voice gateways which allow customers to consolidate multi-service network traffic such as voice, video and data. When combined with our advanced satellite earth station modems, the combined solution is ideal for backhauling cellular traffic using satellites and can reduce customer bandwidth requirements by up to 90%. We expect to continue to expand our leadership position by offering new products and solutions (including products which include the new Digital Video Broadcasting standard known as DVB-S-2) to meet the expected increased demand from commercial, government and defense customers.

Continue to Develop Technology for Efficient Satellite Bandwidth Utilization – As demand for satellite bandwidth continues to increase, technological advances will be needed to provide bandwidth solutions for our customers. We intend to continue to develop next generation advances of our forward error correction technology and believe this will have important utility in responding to the increasing demand for satellite bandwidth utilization, particularly by U.S. military, security and intelligence agencies. We intend to continue to enhance our Internet, TDMA and SCPC-based software and products which enable customers to utilize bandwidth management techniques to enable, among others, applications such as video teleconferencing, distance learning, telemedicine and Internet content delivery. Recently, we have introduced the first of several products that incorporate the above-mentioned Carrier-in-Carrier TM technology. This licensed technology, when combined with our advanced forward error correction and modulation techniques, will enable us to integrate additional bandwidth savings functionality into our satellite modems.

Capitalize on Increased Demand for Over-the-Horizon Microwave Systems and Upgrades – As the leading supplier in this specialized product line, we anticipate capitalizing on increased demand for these secure systems and demand for upgrades to a large domestic and international installed base of older systems. In light of the reliability and security of these systems, the U.S. military market is also an area of potential growth. Last year we received our first significant order from the U.S. military for an over-the-horizon microwave application. In addition, we have successfully demonstrated our ability to transmit video over this communication channel and continue to discuss with the U.S. military a potential upgrade, and eventual replacement, of its inventory of over-the-horizon microwave systems.

Mobile Data Communications Segment

Overview

Our mobile data communications segment provides satellite-based mobile tracking and messaging services and mobile satellite transceivers primarily for defense applications, including logistics, support and battlefield command and control. We also provide turnkey employee mobility solutions to large commercial enterprises.

Our technology and products are incorporated into the U.S. Army logistics command’s MTS system. We believe the MTS system, which is currently being used by U.S. forces in Iraq and around the world, is the leading L-band satellite-based mobile data communication system used by the U.S. Army for near real-time messaging and location tracking of mobile assets. Our technology and products have also been integrated into several U.S military battlefield command and control applications and can be used on a variety of vehicles, including trucks, jeeps, tanks and helicopters and allow communication globally.

The following are the key applications for our products and services:

The U.S. Army’s Movement Tracking System – We are currently the sole provider of the U.S. Army logistics command’s MTS system. This prime contract is for an eight-year period and currently obligates us to provide (i) hardware, including mobile satellite transceivers, through July 31, 2006, and (ii) satellite and other services through July 31, 2007. We provide MTS services through leased satellite capacity, utilizing our network operations center, mobile transceivers, ruggedized computers and satellite earth station gateways. Through July 31, 2005, we have received orders aggregating $172.6 million under the MTS contract. Of the total orders, $27.1 million relate to battlefield command and control applications as described below. Although we anticipate the roll-out of this system to continue, the contract can be terminated at any time, is not subject to automatic renewal or extension, and orders are subject to unpredictable funding and deployment decisions.

4

Battlefield Command and Control Applications – Pursuant to contracts with a major U.S. prime contractor and related subcontractors, as well as the orders mentioned above under the MTS contract, our technology is being integrated into the U.S. Army’s Force XXI Battle Command, Brigade and Below (“FBCB2”) command and control systems, also known as Blue Force Tracking (“BFT”). Our efforts include the supply of mobile satellite transceivers, the lease of satellite capacity, the supply and operation of the satellite packet data network and network gateways, and associated systems support and maintenance.

Commercial Satellite-Based Mobile Data Applications – We believe that our satellite-based mobile tracking and messaging services and products may be useful to domestic and international transportation companies, private fleets and heavy equipment fleets. We believe that these commercial customers may be able to utilize our products and services to track the location of their vehicles and to communicate with them en route and better manage their information and operations. In fiscal 2005, we began marketing our commercial satellite-based solutions to a select group of customers. We are not expecting a significant amount of commercial sales in this area in fiscal 2006 since we intend to enter the market in a methodical way as we target our products to those potential customers whose needs best fit with our technology offerings.

Business Strategies

Our mobile data communications segment business strategies are as follows:

Continue to Capitalize on Opportunities with the U.S. Army – The number of logistic and combat vehicles that use our system, as a percentage of the total number of vehicles the U.S. Army deploys, is relatively small. For example, as of July 31, 2005, less than 25% of the vehicles that the U.S. Army logistics command has identified a need to equip, have been equipped with our technology. In August 2005, we received our first order, totaling $18.5 million, from the U.S Army for our next generation radio frequency identification device (“RFID”) and selected availability anti-spoofing module (“SAASM”) enabled satellite transceivers. We continue to work closely with the U.S. Army in providing additional enhancements to both our network capabilities and communications performance. We believe that working closely with the U.S. Army to ensure that its short-term and long-term needs are being addressed is the best way for us to prepare for the potential recompete, renewal or extension of the MTS contract, which currently expires in July 2007.

Leverage our Current Installed Base into other Military Commands – In light of the integration of our mobile satellite transceivers into the U.S. Army’s FBCB2 command and control systems used in Iraq, Afghanistan and elsewhere around the world, we believe that there are a number of opportunities with other military commands. The U.S. Army Reserve has received funding to purchase some of our products and services under the MTS contract and we continue to work with a number of other military commands to increase brand and product awareness. In order to meet future needs, we continue to develop next-generation products. For example, we are currently developing miniaturized and upgraded mobile transceivers and software that will provide increased speed, functionality and a more intuitive and easier to use graphical user interface for end-users.

Market and Develop New Commercial Satellite-Based Mobile Data Applications – Commercial markets for satellite-based mobile data communications include land mobile applications, remote sensing, utility, maritime and aviation applications. Although the market for commercial satellite-based mobile data applications is extremely competitive, we believe the performance of our system in the military setting may establish our system as an attractive choice for users in commercial markets. In February 2005, we acquired certain assets and assumed certain liabilities of Tolt Technologies, Inc. (“Tolt”). Tolt has significant experience in providing turnkey employee mobility solutions to large enterprises, including hands-on experience with customers that have trucking fleets. We believe that the acquisition of Tolt will assist us in expanding our penetration into the commercial marketplace.

RF Microwave Amplifiers Segment

Overview

We are one of the largest independent companies designing, developing, manufacturing and marketing solid-state, high-power, broadband amplifiers in the microwave and RF spectrums. Our amplifiers reproduce signals with greater power, current or voltage amplitude and are extremely complex and critical to the performance of the systems into which they are incorporated. We sell our amplifiers to domestic and foreign commercial and government users. The following are the principal markets and applications for our amplifiers:

5

Defense – U.S. and foreign military customers use our amplifiers in a variety of telecommunications systems (such as transmitting and boosting signals) and electronic warfare systems (such as simulation, radar and jamming and in identification friend or foe (“IFF”) systems). We believe that ongoing heightened security concerns are resulting in increased interest in our amplifier products and that the performance and quality of our amplifiers should enable us to capitalize on increased defense spending. Recently, we have experienced a marked increase in demand for our amplifiers that are incorporated into improvised explosive device jamming systems.

Medical and Health – Our amplifiers are key components in oncology treatment systems and allow doctors to give patients who are suffering from cancer higher doses of radiation while focusing closer on the tumors, thereby avoiding damage to healthy tissue.

Satellite Communications – Our amplifiers are used to amplify signals carrying voice, data and fax transmission for air-to-satellite-to-ground communications. For example, our amplifiers, when incorporated as part of an aircraft satellite communication system, can provide passengers with e-mail, Internet access and video conferencing.

Instrumentation and Testing – Manufacturers use our amplifiers to test their electronic systems for electromagnetic compatibility and susceptibility to interference. For example, such testing may be used to determine whether the various electronic systems in a commercial aircraft are likely to be affected by the use of laptop computers, wireless telephones or video games by passengers in flight.

Business Strategies

We manage our RF microwave amplifiers segment with the following principal strategies:

Continue to Penetrate the Market for Outsourced Amplifier Production – Because solid-state high-power, broadband amplifiers are important to the performance of the larger systems into which they are incorporated, many companies often prefer to manufacture these amplifiers in-house. We believe that our focus on and expertise in designing and manufacturing solid-state high-power, broadband amplifiers, as well as our high volume manufacturing capability, make us a cost-effective and technologically superior alternative to such in-house manufacturing. Customers, among others, who currently outsource only a small percentage of their in-house amplifier work to us include Rockwell Collins, Raytheon, EDO, Thales, Lockheed Martin, Northrop Grumman and Varian.

Expand Marketing and Sales Efforts in the Defense Market – We believe there are a number of long-term opportunities in the defense and military markets, particularly for amplifiers used in electronic warfare such as IFF systems, and that we can increase our share of this market by pursuing partnering with existing and new prime contractors.

Enhance Position as an Innovative Supplier by Increasing Research and Development – We will continue to pursue customer funded research and development to fuel new product development, as well as continue our internally funded research and development activities. We expect this emphasis on research and development to enhance our existing product line, develop new capabilities and solidify and strengthen our position in our principal markets.

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Key Products, Systems and Services

Business Segment	Products/Systems and Services	Representative Customers	End-User Applications
Telecommunications
transmission	Satellite
earth station equipment and systems including: analog and digital modems,
frequency converters, power amplifiers, transceivers, access devices and
voice gateways	Satellite
systems integrators, service providers and defense contractors such as
Intelsat, PanAmSat, Globecom and Embratel, as well as U.S. and foreign governments	Commercial
and defense applications including the transmission of voice, video and data
over the Internet, broadband, long distance telephone, broadcast and cable,
distance learning and telemedicine
	Over-the-horizon
microwave systems and 16 megabits per second adaptive modems	Military
customers and related prime manufacturers, as well as oil companies such as
ExxonMobil and BP Amoco	Secure
defense applications, such as transmission of military data, and commercial
applications such as the transmission of voice and data to and from oil
platforms
	Forward
error correction technology such as TPC and data compression technology	Satellite
and wireless equipment providers and leading manufacturers of copier and data
storage products, such as Sony	Enables more
efficient transmission of voice, video and data in wireless communication
channels
Mobile data
communications	Mobile data
tracking and messaging services for mobile assets, as well as turnkey
employee mobility solutions	U.S. Army
logistics command and prime contractors to the U.S. Armed Forces and
commercial customers such as Praxair and Golden State Overnight	Two-way
satellite-based mobile tracking, messaging services (U.S. Army’s MTS),
battlefield command and control applications (FBCB2 or BFT) and commercial
applications such as fleet tracking
RF microwave
amplifiers	Solid-state
high-power, broadband RF microwave amplifiers	Domestic and
international defense customers, prime contractors and system suppliers such
as Raytheon and Thales, medical equipment companies such as Varian and
aviation industry system providers such as Rockwell Collins	Defense
applications including communications, radar, jamming and IFF and commercial
applications such as medical applications (oncology treatment systems) and
satellite communications (including air-to-satellite-to-ground
communications)

Acquisitions

We have made acquisitions of business and enabling technologies during the past three years and have followed a disciplined approach in identifying, executing and capitalizing on these acquisitions.

In March 2003, we acquired certain Internet and TDMA-based software for $0.4 million in cash. The acquisition expanded our product line offering in our satellite earth station equipment and systems market. The software enables our customers to utilize bandwidth management techniques to enable applications such as video teleconferencing, distance learning, telemedicine and Internet content delivery. This operation is part of our telecommunications transmission segment.

In May 2004, we acquired certain assets and product lines and assumed certain liabilities of Memotec, Inc. (“Memotec,”) a subsidiary of Kontron AG, and at the same time, purchased inventory owned by Kontron Canada Inc., for an aggregate purchase price of approximately $5.2 million in cash. The products acquired allow us to offer customers a multi-service platform that converges voice, IP and legacy data over packet-based networks with reduced bandwidth requirements. This operation is part of our telecommunications transmission segment.

In February 2005, we acquired certain assets and assumed certain liabilities of Tolt for an aggregate purchase price of $3.7 million, including transaction costs of $0.2 million. Based on Tolt’s achievement of its fiscal 2006 sales goals, we may be required to pay an earn-out of $0.5 million. Tolt, which is based in Gig Harbor, Washington, has significant experience in providing turnkey employee mobility solutions to large enterprises, including hands-on

7

experience with customers that have trucking fleets. This operation is part of our mobile data communications segment.

Sales, Marketing and Customer Support

Sales and marketing strategies vary with particular markets served and include direct sales through sales, marketing and engineering personnel, sales through independent representatives, value-added resellers or a combination of the foregoing. We intend to continue to expand international marketing efforts by engaging additional independent sales representatives, distributors and value-added resellers and by establishing additional Comtech foreign sales offices. As appropriate and as guided by corporate senior management, our three business segments capitalize on manufacturing, technology, sales, marketing and customer support synergies between them.

Our management, technical and marketing personnel establish and maintain relationships with customers. Our strategy includes a commitment to provide ongoing customer support for our systems and equipment. This support involves providing direct access to engineering staff or trained technical representatives to resolve technical or operational issues.

Over-the-horizon microwave systems, mobile data tracking and messaging products and services and a portion of our solid-state high-power, broadband RF microwave amplifier product line have long sales cycles. Once a product is designed into a system, customers may be reluctant to change the incumbent supplier due to the extensive qualification process and potential redesign required in using alternative sources. Accordingly, senior management is actively involved in key aspects of relations with our major customers.

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

2005	2004	2003
United
States
U.S.
government	42.1 %	40.1 %	44.2 %
Commercial
customers	13.9 %	14.5 %	16.1 %
Total
United States	56.0 %	54.6 %	60.3 %
International
North
African country	13.2 %	14.1 %	10.2 %
Other
international customers	30.8 %	31.3 %	29.5 %
Total
International	44.0 %	45.4 %	39.7 %

International sales include sales to U.S domestic companies for inclusion in products that will be sold to international customers. In fiscal 2005, except for sales to the U.S. government, one customer, a prime contractor, represented 10.2% of consolidated net sales. In fiscal 2004 and 2003, except for sales to the U.S. government, one customer, another prime contractor, represented 12.5% and 19.8% of consolidated net sales, respectively.

Backlog

Our backlog as of July 31, 2005 and 2004 was approximately $153.3 million and $83.5 million, respectively. We expect that a majority of the backlog as of July 31, 2005 will be recognized as sales during fiscal 2006. We received advance payments and deposits aggregating approximately $5.3 million as of July 31, 2005 in connection with orders included in the backlog at that date. At July 31, 2005, approximately 37.7% of the backlog consisted of U.S. government contracts, subcontracts and government funded programs, approximately 51.9% consisted of orders for use by foreign customers (including sales to prime contractors’ international customers) and approximately 10.4% consisted of orders for use by domestic commercial customers.

Our backlog consists solely of firm orders. In the case of contracts with departments or agencies of the U.S. government, including our MTS contract discussed above, orders are only included in backlog to the extent funding has been obtained for such orders. All of the contracts in our backlog are subject to cancellation at the convenience of the customer or for default in the event that we are unable to perform under the contract.

Variations in backlog from time to time are attributable, in part, to the timing of contract proposals, the timing of contract awards and the delivery schedules on specific contracts. Our satellite earth station equipment, forward error correction product lines, turnkey employee mobility solutions and a portion of our RF microwave amplifiers business operate under short lead times and usually generate sales out of inventory. As a result, we believe our

8

backlog at any point in the fiscal year is not necessarily indicative of the total sales anticipated for any particular future period.

Manufacturing and Service

Our manufacturing operations consist principally of the assembly and testing of electronic products that we design and build from purchased fabricated parts, printed circuits and electronic components.

We consider our facilities to be well maintained and adequate for current and planned production requirements. All of our manufacturing facilities, including those that serve the military market, must comply with stringent customer specifications. We employ formal quality management programs and other training programs, including the International Standard Organization’s (“ISO-9000”) quality procedure registration programs.

Our ability to deliver products to customers on a timely basis is dependent, in part, upon the availability and timely delivery by subcontractors and suppliers of the components and subsystems that we use in manufacturing our products. Electronic components and raw materials used in our products are generally obtained from independent suppliers. Some components are standard items and are available from a number of suppliers. Others are manufactured to our specifications by subcontractors. Although we obtain certain components and subsystems from a single source or a limited number of sources, we believe that most components and equipment are available from multiple sources.

Research and Development

We reported research and development expenses for financial reporting purposes of $21.2 million, $15.9 million and $12.8 million in fiscal 2005, 2004 and 2003, respectively, representing 6.9%, 7.1% and 7.4% of total net sales, respectively, for these periods.

A portion of our research and development efforts relates to the adaptation of our basic technology to specialized customer requirements and is recoverable under contracts, and such expenditures are not included in our research and development expenses for financial reporting purposes. During fiscal 2005, 2004 and 2003, we were reimbursed by customers for such activities in the amounts of $3.0 million, $5.7 million and $3.7 million, respectively. Our aggregate research and development expenditures (internal and customer funded) were $24.2 million, $21.7 million and $16.5 million or 7.8%, 9.7% and 9.5% of total net sales in fiscal 2005, 2004 and 2003, respectively.

Intellectual Property

We rely upon trade secrets, technical know-how and continuing technological innovation to develop and maintain our competitive position. The products we sell require significant engineering design and manufacturing expertise. The majority of these technological capabilities, however, are not protected by patents and licenses. We rely on the expertise of our employees and our learned experiences in both the design and manufacture of our products and the delivery of our services.

Some of our telecommunications transmission technology is protected by patents, which are significant to protecting our proprietary technology. We have been issued several U.S. patents relating to forward error correction technology that is utilized in our TPC-enabled satellite modems. The earliest of these patents expires in 2012.

Competition

Our businesses are highly competitive and are characterized by rapid technological change. A significant technological breakthrough by others, including new companies or our customers, could have a material adverse effect on our business. Our growth and financial condition depend on, among other things, our ability to keep pace with such changes and developments and to respond to the sophisticated requirements of an increasing variety of electronic equipment users and transmission technologies.

Certain of our competitors are substantially larger, have significantly greater financial, marketing, research and development, technological and operating resources and broader product lines than we do. The principal competitors in our telecommunications transmission segment include ViaSat, Inc., Radyne Corporation, Miteq, Inc., iDirect, Inc. and Marconi Corporation plc. The principal competitors in our mobile data communications segment include Qualcomm, Inc. and EMS Technologies, Inc. The principal competitors in our RF microwave amplifiers segment include Herley Industries, Inc., Zeta (a division of DRS Technologies, Inc.) and ARKalmus. In addition, certain of our customers, such as prime contractors who currently outsource their engineering and manufacturing

9

requirements to us, have technological capabilities in our product areas and could choose to replace our products with their own. In some cases, we partner or team with companies (both large or mid-tier) to compete against other teams for large defense programs. In some cases, these same companies may be competitors as it relates to certain aspects of our business.

We believe that competition in all of our markets is based primarily on technology innovation, product performance, reputation, delivery times, customer support and price. Due to our flexible organizational structure and proprietary know-how, we believe we have the ability to develop, produce and deliver products on a cost-effective basis faster than many of our competitors.

Employees

At July 31, 2005, we had 1,090 employees (including temporary employees and contractors), 589 of whom were engaged in production and production support, 289 in research and development and other engineering support and 212 in marketing and administrative functions. None of our employees are represented by a labor union. We believe that our employee relations are good.

Regulatory Matters

We are subject to a variety of local, state and federal governmental regulations. Our products that are incorporated into wireless communications systems must comply with various governmental regulations, including those of the Federal Communications Commission (“FCC”). Our manufacturing facilities, which may store, handle, emit, generate and dispose of hazardous substances that are used in the manufacture of our products, are subject to a variety of local, state and federal regulations, including those issued by the Environmental Protection Agency. Our international sales are subject to U.S. and foreign regulations and may require licenses from U.S. government agencies or require the payment of certain tariffs. In addition, we are subject to recent directives buy the European Union related to the recycling of electrical and electronic equipment. Our financial reporting, corporate governance, public disclosure and compliance practices are governed by laws such as the Sarbanes-Oxley Act of 2002 and rules and regulations issued by the Securities and Exchange Commission (“SEC”). As a U.S. government contractor and subcontractor, we are subject to a variety of rules and regulations, such as the Federal Acquisition Regulations.

To date, we have incurred costs in connection with compliance with these regulations in the normal course of business. We have not experienced material changes to our earnings, capital expenditures or competitive position caused by unexpected expenditures in connection with complying with such regulations.

ITEM 2. PROPERTIES

Our corporate offices are located in a portion of a 46,000-square foot engineering and manufacturing facility on more than two acres of land in Melville, New York. This facility is primarily used by our RF microwave amplifiers segment. We lease this facility from a partnership controlled by our Chairman, Chief Executive Officer and President. The lease, as amended, provides for our use of the premises as they now exist for a term of ten years through December 2011. We have a right of first refusal in the event of a sale of the facility. The base annual rental under the lease is subject to customary adjustments.

Although primarily used for our satellite earth station product lines which are part of our telecommunications transmission segment, all three of our business segments utilize our recently expanded 126,000 square foot, high-volume manufacturing center located in Tempe, Arizona. This manufacturing center utilizes state-of-the-art design and production techniques, including analog, digital and RF microwave production, hardware assembly and full service engineering. The lease for this facility expires in fiscal 2011 and we have the option to extend the term of the lease for an additional five-year period.

Our telecommunications transmission segment leases an additional ten facilities, five of which are located in the U.S. The U.S. facilities (excluding our Tempe, Arizona facility) aggregate 112,000 square feet and are primarily utilized for manufacturing, engineering, and general office use. Our telecommunications transmission segment also operates five small offices in China, North Africa, Thailand, the United Kingdom and Canada that are primarily utilized for customer support, engineering and sales. Our mobile data communications segment operates in a 31,000 square foot facility located in Germantown, Maryland and a 13,000 square foot facility located in Gig Harbor, Washington. The lease terms for all of these facilities are generally for multi-year periods and we believe that we will be able to renew these leases or find comparable facilities elsewhere.

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ITEM 3. LEGAL PROCEEDINGS

We are subject to certain 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 actions will not have a material effect on our consolidated financial position or results of operations.

During fiscal 2005, two of our leased facilities located in Florida experienced hurricane damage to both leasehold improvements and personal property. As of July 31, 2005, we have substantially completed all restoration efforts relating to the hurricane damage. We have a written agreement with our general contractor which we believe limits our liability to the amount of insurance proceeds ultimately received. Our general contractor is in a dispute with certain of its subcontractors. As a result, we placed approximately $1.4 million, which represents the amount of insurance proceeds still payable to the general contractor, into an escrow account with the 9 th Judicial Circuit Court in Orange County, Florida. We are awaiting the Court’s direction as to how these funds should be disbursed. We are also continuing our efforts to work with the insurance carrier and the general contractor and its subcontractors to finalize the amount of any additional insurance proceeds. We do not expect that the outcome of this matter will have a material effect on our consolidated financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to our stockholders during the fourth quarter of the fiscal year ended July 31, 2005.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the Nasdaq National Market under the symbol “CMTL.” The following table shows the quarterly range of the high and low sale prices for our common stock as reported by the Nasdaq National Market, as adjusted to reflect the three-for-two stock split effected in April 2005. Such prices do not include retail markups, markdowns or commissions.

| | Common
Stock — High | Low |
| --- | --- | --- |
| Fiscal Year Ended July 31, 2004 | | |
| First
Quarter | $ 21.93 | $ 9.73 |
| Second
Quarter | 26.35 | 17.78 |
| Third
Quarter | 22.80 | 10.60 |
| Fourth
Quarter | 15.92 | 9.95 |
| Fiscal Year Ended July 31, 2005 | | |
| First
Quarter | 19.71 | 10.85 |
| Second
Quarter | 25.63 | 17.87 |
| Third
Quarter | 36.65 | 22.07 |
| Fourth
Quarter | 39.70 | 31.80 |

Dividends

We have never paid cash dividends on our common stock and we intend to continue this policy for the foreseeable future. We expect to use earnings to finance the development and expansion of our businesses. Our Board of Directors reviews our dividend policy periodically. The payment of dividends in the future will depend upon our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors.

Recent Sales of Unregistered Securities

On July 16, 2003, we sold 3.2 million shares of our common stock to a limited number of accredited investors in a private placement transaction for an aggregate price of approximately $40.6 million (or $12.89 per share). We used a portion of the net proceeds of $38.2 million from the sale of shares to prepay long-term debt and will use the balance for other corporate purposes.

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The securities offered and sold in the private placement were not registered with the SEC and were sold without registration in reliance upon the exemption from securities registration afforded by the provisions of Regulation D under the Securities Act of 1933, as amended. We registered for resale the shares sold in the private placement by filing a registration statement with the SEC, which became effective in August 2003.

In addition to the private placement, we sold, in the aggregate, 47,370 and 82,104 shares of our common stock to holders of warrants who exercised purchase rights during fiscal 2004 and 2003, respectively. These warrants for the purchase of shares of our common stock were issued in connection with our acquisition of Mobile Datacom Corporation in September 1998 and were issued with an exercise price of $2.92 per share.

On January 27, 2004, we issued $105.0 million of 2.0% convertible senior notes in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended. During certain periods, the notes are convertible into shares of our common stock at an initial conversion price of $31.50 per share (a conversion rate of 31.7460 shares per $1,000 original principal amount of notes), subject to adjustment in certain circumstances. The notes may be converted if, during a conversion period on each of at least 20 trading days, the closing sale price of our common stock exceeds 120% of the conversion price in effect. Upon conversion of the notes, in lieu of delivering common stock, we may, in our discretion, deliver cash or a combination of cash and common stock. We may, at our option, redeem some or all of the notes on or after February 4, 2009. Holders of the notes will have the right to require us to repurchase some or all of the outstanding notes on February 1, 2011, February 1, 2014 and February 1, 2019 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 notes mature on February 1, 2024.

The 2.0% interest is payable in cash, semi-annually, through February 1, 2011. After such date, the 2.0% interest will be accreted into the principal amount of the notes. Also, commencing with the six month period beginning February 1, 2009, if the average note price for the applicable trading period equals 120% or more of the accreted principal amount of such notes, we will pay contingent interest at an annual rate of 0.25%.

The notes are general unsecured obligations of Comtech, ranking equally in right of payment with all of our other existing and future unsecured senior indebtedness and senior in right of payment to any of our future subordinated indebtedness. All of our subsidiaries have issued full and unconditional guarantees in favor of the holders of our 2.0% convertible senior notes, except for our subsidiary that purchased certain assets and assumed certain liabilities of Memotec (the “Memotec Subsidiary”). The Memotec Subsidiary’s total assets, equity, sales, income from continuing operations before income taxes and cash flows from operating activities were less than 3% of the corresponding consolidated amount. These full and unconditional guarantees are joint and several. Other than supporting the operations of its subsidiaries, Comtech Telecommunications Corp. (the “Parent”) has no independent assets or operations and there are currently no significant restrictions on its ability, or the ability of the guarantors, to obtain funds from each other by dividend or loan.

The net proceeds of the offering are being used for working capital and general corporate purposes and potentially may be used for future acquisitions of businesses or technologies or repurchases of our common stock. We filed a registration statement with the SEC, which became effective in April 2004, for the resale of the notes and the shares of common stock issuable upon conversion of the notes.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during fiscal 2005.

Approximate Number of Equity Security Holders

As of September 14, 2005, there were approximately 786 holders of our common stock. Such number of record owners was determined from our shareholder records and does not include beneficial owners of our common stock held in the name of various security holders, dealers and clearing agencies.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following table shows selected historical consolidated financial data for our Company. During the fiscal quarter ended January 31, 2005, the Company adopted Emerging Issues Task Force (“EITF”) Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share.” The Company has restated, for comparative purposes, the historical share and per share data, including earnings per share (“EPS”), to reflect the impact of the assumed conversion of the Company’s 2.0% convertible senior notes in calculating diluted EPS. No restatement of EPS for periods prior to fiscal 2004 was required since the convertible senior notes were not outstanding during these periods. All share and per share amounts have also been adjusted to reflect the three-for-two stock splits of the Company’s common shares that occurred in April 2005 and July 2003. Detailed historical financial information is included in the audited consolidated financial statements for fiscal 2005, 2004 and 2003.

| | Fiscal
Years Ended July 31, (In thousands, except per share amounts) — 2005 | | 2004 | | 2003 | | 2002 | | 2001 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidated Statement of Operations Data: | | | | | | | | | | |
| Net
sales | $ 307,890 | | 223,390 | | 174,035 | | 119,357 | | 135,931 | |
| Cost
of sales | 180,524 | | 135,858 | | 114,317 | | 78,780 | | 87,327 | |
| Gross
profit | 127,366 | | 87,532 | | 59,718 | | 40,577 | | 48,604 | |
| Expenses: | | | | | | | | | | |
| Selling,
general and administrative | 51,819 | | 36,016 | | 28,045 | | 22,512 | | 22,707 | |
| Research
and development | 21,155 | | 15,907 | | 12,828 | | 11,041 | | 10,190 | |
| In-process
research and development | — | | 940 | | — | | 2,192 | | — | |
| Amortization
of intangibles | 2,328 | | 2,067 | | 2,039 | | 1,471 | | 2,552 | |
| | 75,302 | | 54,930 | | 42,912 | | 37,216 | | 35,449 | |
| Operating
income | 52,064 | | 32,602 | | 16,806 | | 3,361 | | 13,155 | |
| Other
expenses (income): | | | | | | | | | | |
| Interest
expense | 2,679 | | 1,425 | | 2,803 | | 3,061 | | 4,015 | |
| Interest
income | (4,072 | ) | (921 | ) | (275 | ) | (452 | ) | (2,303 | ) |
| Other
(income) expense, net | — | | — | | — | | (28 | ) | 841 | |
| Income
before provision (benefit) for income taxes | 53,457 | | 32,098 | | 14,278 | | 780 | | 10,602 | |
| Provision
(benefit) for income taxes | 16,802 | | 10,271 | | 4,569 | | (368 | ) | 3,888 | |
| Net
income | $ 36,655 | | 21,827 | | 9,709 | | 1,148 | | 6,714 | |
| Net
income per share: | | | | | | | | | | |
| Basic | $ 1.69 | | 1.03 | | 0.57 | | 0.07 | | 0.41 | |
| Diluted | $ 1.42 | | 0.92 | | 0.53 | | 0.07 | | 0.38 | |
| Weighted
average number of common shares outstanding - basic | 21,673 | | 21,178 | | 17,168 | | 16,788 | | 16,533 | |
| Weighted
average number of common and common equivalent shares outstanding assuming
dilution - diluted | 27,064 | | 24,781 | | 18,290 | | 17,562 | | 17,798 | |

(continued)

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| | Fiscal
Years Ended July 31, (In thousands) — 2005 | 2004 | 2003 | 2002 | 2001 |
| --- | --- | --- | --- | --- | --- |
| Other
Consolidated Operating Data: | | | | | |
| Backlog at
period-end | $ 153,314 | 83,549 | 100,142 | 44,121 | 50,094 |
| New
orders | 377,655 | 206,797 | 230,056 | 113,384 | 135,487 |
| Research and
development expenditures - internal and customer funded | 24,156 | 21,656 | 16,504 | 13,070 | 11,846 |

| | As of July
31, (In thousands) — 2005 | 2004 | 2003 | 2002 | 2001 |
| --- | --- | --- | --- | --- | --- |
| Consolidated
Balance Sheet Data: | | | | | |
| Total
assets | $ 382,403 | 306,390 | 164,250 | 126,586 | 146,988 |
| Working
capital | 254,690 | 201,218 | 74,801 | 51,577 | 67,089 |
| Long-term
debt | — | — | — | 28,683 | 42,000 |
| Convertible
senior notes | 105,000 | 105,000 | — | — | — |
| Other
long-term
obligations | 396 | 158 | 393 | 1,294 | 2,157 |
| Stockholders’
equity | 196,629 | 142,398 | 117,568 | 67,288 | 65,565 |

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We design, develop, produce and market innovative products, systems and services for advanced communications solutions. We conduct our business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. We sell our products into commercial and government markets where we believe we have technological, engineering, systems design or other expertise that differentiate our product offerings. We believe we are leaders in the market segments that we serve.

Our telecommunications transmission segment, our largest business segment, provides specialized products and systems for satellite, over-the-horizon microwave and wireless line-of-sight microwave telecommunications systems. Our mobile data communications segment provides satellite-based mobile location, tracking and messaging services and mobile satellite transceivers primarily for defense applications, including logistics, support and battlefield command and control, as well as turnkey employee mobility solutions. Our RF microwave amplifiers segment designs, manufactures and markets solid-state, high-power, broadband RF microwave amplifier products.

A substantial portion of our sales may be derived from a limited number of relatively large customer contracts, the timing of revenues from which cannot be predicted. Quarterly sales and operating results may be significantly affected by one or more of such contracts. Accordingly, we can experience significant fluctuations in sales and operating results from quarter-to-quarter and period-to-period comparisons may not be indicative of future performance.

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 manufacturing of complex electronic equipment to a buyer’s specification or to provide services relating to the performance of such contracts is recognized using the percentage-of-completion method. Revenue from contracts that contain multiple elements that are not accounted for under the percentage-of-completion method are accounted for in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.” Revenue from these contracts is allocated to each respective element based on each element’s relative fair value and is recognized when the respective revenue recognition criteria for each element are met.

Our contract with the United States (“U.S.”) Army for the Movement Tracking System (“MTS”) is for an eight-year period and revenue recognition is based on the percentage-of-completion method. The gross margin is based on the estimated sales and expenses for the entire eight-year contract. The amount of revenue recognized has been limited to the amount of funded orders received from the U.S. Army. Through the end of our fiscal quarter ended October 31, 2004, we recognized revenue on the portion of such orders that relate to prepaid service time when the time was

14

used by the customer. As a result of changes to the manner in which our technology is being deployed and used, commencing November 1, 2004, we are recognizing service time revenue based on a network availability method which recognizes prepaid service time on a straight-line basis from the date of shipment through the end of the contract term in July 2007.

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.

Selling, general and administrative expenses consist primarily of salaries, commissions and benefits for marketing, sales and administrative employees, advertising and trade show costs, professional fees and other administrative costs.

Our research and development expenses relate to both existing product enhancements and new product development. A portion of our research and development effort is related to specific contracts and is recoverable under those contracts because they are funded by the customers. Such customer funded expenditures are not included in research and development expenses for financial reporting purposes, but are reflected in cost of sales.

As more fully described below under “Recent Accounting Pronouncements – Impact of SFAS No. 123(R), Share- Based Payments,” beginning in the first quarter of fiscal 2006, we will be required to recognize compensation expense for previously issued and new share-based compensation awards. Accordingly, the future reported amounts of cost of sales, research and development expenses and selling, general and administrative expenses will include the incremental expense relating to such awards.

In May 2004, we acquired certain assets and assumed certain liabilities of Memotec, Inc. (“Memotec”), a subsidiary of Kontron AG, and at the same time, purchased related inventory owned by Kontron Canada Inc., for an aggregate purchase price of approximately $5.2 million in cash. Commencing in May 2004, Memotec’s results of operations have been included in our telecommunications transmission segment.

In February 2005, we acquired certain assets and assumed certain liabilities of Tolt Technologies, Inc. (“Tolt”) for an aggregate purchase price of $3.7 million, including transaction costs of $0.2 million. Based on Tolt’s achievement of fiscal 2006 sales goals, we may be required to pay an earn-out of $0.5 million. Commencing in February 2005, Tolt’s results of operations have been included in our mobile data communications segment.

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 manufacturing of complex electronic equipment to a buyer’s specification or to provide services relating to the performance of such contracts are recognized using the percentage-of-completion method. Revenue is recognized based on the relationship of total costs incurred to total projected costs, or, alternatively, based on output measures, such as units delivered. 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. These 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. The impact of any such adjustments discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” represents the cumulative impact of the adjustment on the relevant financial statement amount as of the beginning of the period being discussed. Estimated losses on long-term contracts are recorded in the period in which the losses become evident.

Some of our largest contracts, including our MTS contract with the U.S. Army, are accounted for using the percentage-of-completion method. 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 revenues and 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 position.

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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 position. 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 position. Historically, we have been able to perform on our long-term contracts.

Impairment of Intangible Assets . As of July 31, 2005, our company’s intangible assets, including goodwill, aggregated $31.4 million. In assessing the recoverability of goodwill and other intangibles, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets in future periods. Any such resulting impairment charges could be material to our results of operations.

Provisions for Excess and Obsolete Inventory. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based on historical and future usage trends. Several factors may influence the sale and use of our inventories, 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 position.

Allowance for Doubtful Accounts. We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current 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 international customers. We continuously 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. While such credit losses have historically been within our expectations and the allowances established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. 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 financial health of specific customers. Changes to the estimated allowance for doubtful accounts could be material to our results of operations and financial position.

Accounting for Stock-Based Compensation . Through July 31, 2005, we accounted for our stock option and employee stock purchase plans under the intrinsic value method of Accounting Principles Board (“APB”) Opinion No. 25, and as a result no compensation costs to date have been recognized in our historical consolidated statements of operations. As discussed further below under “Recent Accounting Pronouncements – Impact of SFAS No. 123(R), Share-Based Payments, ” on August 1, 2005 we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R) using the modified prospective method.

We have used and expect to continue to use the Black-Scholes option-pricing model to compute the estimated fair value of stock-based awards. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected lives, 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. As a result, if other assumptions had been used, the stock-based compensation expense that will be recorded beginning in the first quarter of fiscal 2006 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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Results of Operations

The following table sets forth, for the periods indicated, certain income and expense items expressed as a percentage of our consolidated net sales:

| | Fiscal
Years Ended July 31, — 2005 | | 2004 | 2003 |
| --- | --- | --- | --- | --- |
| Net
sales | 100.0 | % | 100.0 % | 100.0 % |
| Gross
margin | 41.4 | | 39.2 | 34.3 |
| Selling,
general
and administrative expenses | 16.8 | | 16.1 | 16.1 |
| Research and
development expenses | 6.9 | | 7.1 | 7.4 |
| In-process
research and development | — | | 0.4 | — |
| Amortization
of
intangibles | 0.8 | | 0.9 | 1.2 |
| Operating
income | 16.9 | | 14.6 | 9.7 |
| Interest
expense
(income), net | (0.5 | ) | 0.2 | 1.5 |
| Income before
provision for income taxes | 17.4 | | 14.4 | 8.2 |
| Net
income | 11.9 | | 9.8 | 5.6 |

Comparison of Fiscal 2005 and 2004

Net Sales. Consolidated net sales were $307.9 million and $223.4 million for fiscal 2005 and 2004, respectively, representing an increase of $84.5 million, or 37.8%. The increase in net sales was driven by increased demand for our products in all three business segments .

Net sales in our telecommunications transmission segment were $174.5 million and $141.5 million for fiscal 2005 and 2004, respectively, an increase of $33.0 million, or 23.3%. The growth in this segment resulted primarily from a significant increase in demand for our satellite earth station products and incremental sales of our over-the-horizon microwave systems. In addition, favorable cumulative gross margin adjustments, resulting from lower than anticipated costs on two large over-the-horizon microwave system contracts, contributed $4.0 million and $0.8 million in net sales for fiscal 2005 and 2004, respectively. Memotec, which we acquired in May 2004, contributed $6.3 million and $1.3 million to net sales for fiscal 2005 and 2004, respectively. Our telecommunications transmission segment represented 56.7% of consolidated net sales for fiscal 2005 as compared to 63.3% for fiscal 2004.

Net sales in our mobile data communications segment were $86.1 million and $59.8 million for fiscal 2005 and 2004, respectively, an increase of $26.3 million, or 44.0%. The increase in net sales was due, in part, to increased demand and continued deployment of our MTS system by the U.S. Army and higher sales of battlefield command and control applications to the U.S. military. Tolt, which we acquired in February 2005, contributed $11.3 million of net sales for fiscal 2005. Also, included in net sales for fiscal 2005 is a $3.8 million cumulative adjustment associated with the aforementioned change from the usage method to the straight-line method of accounting for MTS prepaid service time revenue. During fiscal 2005, at the request of the U.S. Army, we migrated our technology to the next generation. This migration included modifying our satellite transceivers to incorporate radio frequency identification (“RFID”) and a selected availability anti-spoofing module (“SAASM”). We also began enhancing our network and related software to provide increased speed and performance. In August 2005, we received the first orders from the U.S. Army for our next generation transceiver, known as the MT 2012. We currently expect to complete the technology migration during the first half of fiscal 2006 and expect to begin shipments of the MT 2012 during the first quarter of fiscal 2006. In addition to the normal quarterly funding fluctuations experienced in this segment, we may also see significant quarter-to-quarter fluctuations in the deployment of our MTS products during this product transition.Our mobile data communications segment represented 27.9% of consolidated net sales for fiscal 2005 as compared to 26.8% for fiscal 2004.

Net sales in our RF microwave amplifiers segment were $47.3 million for fiscal 2005 compared to $22.1 million for fiscal 2004, an increase of $25.2 million, or 114.0%. The significant increase in net sales was primarily the result of increased demand for our defense related products. In particular, we experienced a marked increase in demand for our RF microwave amplifiers that are incorporated into improvised explosive device jamming systems. The sustainability of the defense related revenue base in this segment will be dependent upon the receipt of additional orders for improvised explosive device jamming system amplifiers or participation in additional large electronic warfare programs. Our RF microwave amplifiers segment represented 15.4% of consolidated net sales for fiscal 2005 as compared to 9.9% for fiscal 2004.

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International sales (which include sales to domestic companies for inclusion in products which are sold to international customers) represented 44.0% and 45.4% of consolidated net sales for fiscal 2005 and 2004, respectively. Domestic commercial sales represented 13.9% and 14.5% of consolidated net sales for fiscal 2005 and 2004, respectively. Sales to the U.S. government (including sales to prime contractors to the U.S. government) represented 42.1% and 40.1% of consolidated net sales for fiscal 2005 and 2004, respectively.

During fiscal 2005, except for sales to the U.S. government, one customer, a prime contractor, represented 10.2% of consolidated net sales. During fiscal 2004, except for sales to the U.S. government, one customer, another prime contractor, represented 12.5% of consolidated net sales. Direct and indirect sales to a North African country, including certain sales to the prime contractors mentioned above, during fiscal 2005 and 2004 represented 13.2% and 14.1%, respectively, of consolidated net sales.

Gross Profit. Gross profit was $127.4 million and $87.5 million for fiscal 2005 and 2004, respectively, representing an increase of $39.9 million, or 45.6%. The increase in gross profit was primarily attributable to the increase in net sales and the gross profit percentage, which increased from 39.2% for fiscal 2004 to 41.4% for fiscal 2005. Fiscal 2005 includes favorable cumulative gross margin adjustments on two large over-the-horizon microwave system contracts and the MTS contract (including the MTS prepaid service time adjustment as discussed above), which had an aggregate impact of $5.8 million on gross profit compared to favorable cumulative gross margin adjustments during fiscal 2004 of $1.9 million. Excluding the sales and gross profit relating to prior periods from these adjustments, our gross margin percentage still improved significantly due to increased operating efficiencies.

As mentioned above, in fiscal 2005, we continued to realize increased operating efficiencies. In our telecommunications transmission segment, such efficiencies were achieved, in part, by our continuing efforts to expand the usage of our high-volume manufacturing facility in Tempe, Arizona. The increased utilization and resulting operating efficiencies were the result of higher demand for our satellite earth station products, as well as the continued use of the facility by our other two segments for certain high-volume manufacturing requirements. In addition, as part of our strategy to leverage the high-volume manufacturing center and further develop a diversified customer base, we produced and currently have on-hand $1.6 million of inventory relating to a contract from a third-party commercial customer to outsource its manufacturing. We currently expect to realize sales associated with this inventory during early fiscal 2006.

In our mobile data communications segment, operating efficiencies were the result of incremental MTS and battlefield command and control applications funding from the U.S. Army. If the current levels of MTS and battlefield command and control applications funding are maintained or increased and if our transition to the next generation product line occurs without major unanticipated costs or delays, we believe we may continue to realize increased operating efficiencies.

Our RF microwave amplifiers segment experienced increased operating efficiencies associated with significant operating leverage driven by the increase in sales and a more favorable product mix.

Included in cost of sales for fiscal 2005 and 2004 are provisions for excess and obsolete inventory of $2.1 million and $1.2 million, respectively. As discussed under “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 $51.8 million and $36.0 million for fiscal 2005 and 2004, respectively, representing an increase of $15.8 million, or 43.9%. The increase in expenses is primarily attributable to (i) the increased level of net sales in all three of our business segments, (ii) expenses associated with the Memotec and Tolt acquisitions in May 2004 and February 2005, respectively, and (iii) costs of compliance with recent corporate governance regulations. As a percentage of consolidated net sales, selling, general and administrative expenses were 16.8% and 16.1% for fiscal 2005 and 2004, respectively.

Research and Development Expenses. Research and development expenses were $21.2 million and $15.9 million for fiscal 2005 and 2004, respectively representing an increase of $5.3 million or 33.3%. Approximately $17.7 million and $14.2 million of such amounts, respectively, related to our telecommunications transmission segment. 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 fiscal 2005 and 2004, customers reimbursed us $3.0 million and $5.7 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.

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In-Process Research and Development Expense. In connection with the purchase of certain assets and liabilities of Memotec in fiscal 2004, we recorded a charge of $0.9 million for the write-off of in-process research and development. There was no in-process research and development expense in fiscal 2005.

Amortization of Intangibles. Amortization of intangibles for fiscal 2005 and 2004 was $2.3 million and $2.1 million, respectively. The increase was attributable to the Memotec and Tolt acquisitions.

Operating Income. Operating income for fiscal 2005 and 2004 was $52.1 million and $32.6 million, respectively. The $19.5 million or 59.8% increase was the result of the higher sales and gross profit, discussed above, partially offset by higher operating expenses.

Operating income in our telecommunications transmission segment increased to $40.2 million for fiscal 2005 from $29.2 million for fiscal 2004 as a result of increased sales and associated operating efficiencies. Fiscal 2005 operating income included favorable cumulative gross margin adjustments on two large over-the-horizon microwave system contracts which aggregated $3.1 million, compared to $0.6 million in 2004.

Our mobile data communications segment generated operating income of $11.9 million for fiscal 2005 compared to $9.5 million for fiscal 2004 as a result of increased sales and associated operating efficiencies. In addition, fiscal 2005 operating income included a $2.0 million favorable impact of the cumulative MTS contract adjustments discussed above in “Gross Profit,” compared to $1.0 million in fiscal 2004. This was partially offset by increased operating costs, including expenses associated with Tolt and our continued initiation of commercial marketing efforts.

Operating income in our RF microwave amplifiers segment increased to $8.2 million for fiscal 2005 from $0.3 million for fiscal 2004 primarily as a result of the significant increase in net sales and improved operating efficiencies.

Unallocated operating expenses increased to $8.2 million for fiscal 2005 from $6.4 million for fiscal 2004, due primarily to increased compensation expense and increased costs in connection with recent corporate governance regulations.

Interest Expense. Interest expense increased from $1.4 million for fiscal 2004 to $2.7 million for fiscal 2005. Interest expense primarily represents interest expense associated with our 2.0% convertible senior notes issued in January 2004.

Interest Income. Interest income for fiscal 2005 was $4.1 million, as compared to $0.9 million for fiscal 2004. The $3.2 million increase was due primarily to a higher average cash position resulting from the proceeds received from the issuance of our 2.0% convertible senior notes in January 2004 and cash provided by our operating activities, as well as an increase in interest rates.

Provision for Income Taxes. The provision for income taxes was $16.8 million and $10.3 million for fiscal 2005 and 2004, respectively. The increase was the result of the significant increase in pre-tax profit in fiscal 2005. The effective tax rate was 31.4% and 32.0% in fiscal 2005 and 2004, respectively. The fiscal 2005 provision for income taxes was offset by a tax benefit of $1.1 million primarily relating to the reduction in the valuation allowance that was established for the extended write-off period of acquired in-process research and development. During fiscal 2005, it became more likely than not that the related deferred tax asset would be recoverable. Excluding the tax benefit, the effective tax rate for fiscal 2005 was 33.5%.

Comparison of Fiscal 2004 and 2003

Net Sales. Consolidated net sales were $223.4 million and $174.0 million for fiscal 2004 and 2003, respectively, representing an increase of $49.4 million, or 28.4%. The increase was driven by significant growth in our telecommunications transmission and mobile data communications segments, as described below.

Net sales in our telecommunications transmission segment were $141.5 million for fiscal 2004, as compared to sales of $102.6 million for fiscal 2003, an increase of $38.9 million, or 37.9%. The significant sales growth in this segment resulted primarily from (i) increased demand for our satellite earth station products and (ii) incremental sales of over-the-horizon microwave systems relating to two contract awards received in fiscal 2003. Our telecommunications transmission segment represented 63.3% of consolidated net sales for fiscal 2004 as compared to 59.0% for fiscal 2003.

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Net sales in our mobile data communications segment increased $11.7 million, or 24.3%, from $48.1 million for fiscal 2003 to $59.8 million for fiscal 2004. The significant sales growth in this segment was primarily the result of (i) increased demand for battlefield command and control applications by the U.S. Army and (ii) the continued rollout of our MTS system to the U.S. Army. Our mobile data communications segment represented 26.8% of consolidated net sales for fiscal 2004 as compared to 27.6% for fiscal 2003.

Net sales from our RF microwave amplifiers segment were $22.1 million for fiscal 2004 compared to $23.3 million for fiscal 2003, representing a decrease of $1.2 million, or 5.2%. The decrease was the result of continued softness in certain of our commercial product lines, partially offset by increasing demand for our defense-related products. Our RF microwave amplifiers segment represented 9.9% of consolidated net sales for fiscal 2004 as compared to 13.4% for fiscal 2003.

International sales (including sales to domestic companies for inclusion in products which are sold to international customers) represented 45.4% and 39.7% of consolidated net sales for fiscal 2004 and 2003, respectively. Domestic commercial sales represented 14.5% and 16.1% of consolidated net sales for fiscal 2004 and 2003, respectively. Sales to the U.S. government (including sales to prime contractors to the U.S. government) represented 40.1% and 44.2% of consolidated net sales for fiscal 2004 and 2003, respectively.

During fiscal 2004 and 2003, sales to one customer, a prime contractor, represented 12.5% and 19.8% of consolidated net sales, respectively. Direct and indirect sales to a North African country, including certain sales to the prime contractor mentioned above, during fiscal 2004 and 2003 represented 14.1% and 10.2%, respectively, of consolidated net sales.

Gross Profit. Gross profit was $87.5 million and $59.7 million for fiscal 2004 and 2003, respectively, representing an increase of $27.8 million, or 46.6%. The increase in gross profit was due to the significant increase in net sales, as well as an increase in the gross profit percentage. Gross profit, as a percentage of net sales, was 39.2% for fiscal 2004, as compared to 34.3% for fiscal 2003.

The increase in the gross profit, as a percentage of sales, was primarily due to (i) the higher proportion of our sales being in the telecommunications transmission segment, which typically realize higher margins than sales in our other two segments, (ii) a more favorable product mix within the mobile data communications segment, and (iii) increased operating efficiencies and overhead absorption in both the telecommunications transmission and mobile data communications segments. These increases were partially offset by a decrease in gross profit in our RF microwave amplifiers segment due to higher than anticipated costs to complete two contracts.

As mentioned above, in fiscal 2004, we realized increased operating efficiencies in our two largest segments. In our telecommunications transmission segment, such efficiencies were achieved, in part, by our continuing efforts to expand the usage of our high-volume manufacturing facility in Tempe, Arizona. The increased utilization and resulting operating efficiencies were the result of higher demand for our satellite earth station products, as well as the continued use of the facility by our other two segments for certain high-volume manufacturing requirements. In our mobile data communications segment, such efficiencies were the result of incremental MTS and battlefield command and control application funding from the U.S. Army.

As discussed above under “Critical Accounting Policies – Revenue Recognition on Long-term Contracts,” we periodically review and adjust total estimated contract revenues and costs on long-term contracts. In fiscal 2004, we adjusted the estimated margins at completion on certain large contracts. In the telecommunications transmission segment, we increased the estimated margins at completion on two large over-the-horizon microwave system contracts as they draw nearer to completion. In the mobile data communications segment, we increased the estimated margins at completion on the MTS contract with the U.S. Army as a result of increased funding. These adjustments resulted in an aggregate $1.9 million cumulative increase to the gross profits recognized on these contracts in prior years. Such amount is included in the fiscal 2004 results of operations.

Included in cost of sales for fiscal 2004 and 2003 are provisions for excess and obsolete inventory of $1.2 million and $2.5 million, respectively. As discussed under “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. The provision for fiscal 2003 includes $0.4 million relating to certain product line discontinuances in our telecommunications transmission segment.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $36.0 million and $28.0 million for fiscal 2004 and 2003, respectively, representing an increase of $8.0 million, or 28.6%. The

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increase was due to higher expenses relating to the significant increases in sales and profitability during fiscal 2004, including expenses related to recent acquisitions. Also contributing to the increase were higher insurance costs and compliance costs incurred in connection with recently enacted corporate governance regulations. As a percentage of consolidated net sales, selling, general and administrative expenses were 16.1% for fiscal 2004 and 2003.

Research and Development Expenses. Research and development expenses were $15.9 million and $12.8 million for fiscal 2004 and 2003, respectively. Approximately $14.2 million and $11.6 million of such amounts, respectively, related to our telecommunications transmission segment. 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 fiscal 2004 and 2003, customers reimbursed us $5.7 million and $3.7 million, respectively, which amounts are not reflected in the reported research and development expenses, but are included in net sales with the related costs included in cost of sales.

In-Process Research and Development Expense. In connection with the purchase of certain assets and liabilities of Memotec in fiscal 2004, we recorded a charge of $0.9 million for the write-off of in-process research and development. There was no in-process research and development expense in fiscal 2003.

Amortization of Intangibles. Amortization of intangibles for fiscal 2004 and 2003 was $2.1 million and $2.0 million, respectively. The amortization relates to intangibles with definite lives which we acquired in connection with various acquisitions.

Operating Income. Operating income for fiscal 2004 and 2003 was $32.6 million and $16.8 million, respectively. The $15.8 million increase was the result of the higher sales and gross profit, discussed above, partially offset by higher operating expenses.

Operating income in our telecommunications transmission segment increased to $29.2 million for fiscal 2004 from $14.2 million for fiscal 2003 as a result of significantly higher sales combined with increased operating efficiencies and overhead absorption. Our mobile data communications segment generated operating income of $9.5 million for fiscal 2004 compared to $5.2 million for fiscal 2003 due primarily to the increase in sales, more favorable product mix and the impact of the cumulative gross margin adjustment discussed above under “ Gross Profit .” Operating income in our RF microwave amplifiers segment decreased to $0.3 million for fiscal 2004 from $1.8 million for fiscal 2003 primarily as a result of the decrease in sales and higher than anticipated costs to complete two contracts. Unallocated operating expenses increased to $6.4 million for fiscal 2004 from $4.4 million for fiscal 2003 due primarily to higher incentive compensation expense, increased costs associated with recent corporate governance regulations and higher insurance costs.

Interest Expense. Interest expense decreased from $2.8 million for fiscal 2003 to $1.4 million for fiscal 2004. The decrease was due to the prepayment of our term loan, which bore interest at approximately 9.0%, in July 2003. Interest expense for fiscal 2004 primarily represents interest expense associated with our 2.0% convertible senior notes issued in January 2004.

Interest Income. Interest income for fiscal 2004 was $0.9 million, as compared to $0.3 million for fiscal 2003. The $0.6 million increase was due primarily to a higher average cash position resulting from the proceeds received from our private placement of common stock in July 2003 and issuance of our 2.0% convertible senior notes in January 2004.

Provision for Income Taxes. The provision for income taxes was $10.3 million and $4.6 million for fiscal 2004 and 2003, respectively, as a result of the significant increase in pre-tax profit. The effective tax rate was 32.0% in both periods.

Liquidity and Capital Resources

Our unrestricted cash and cash equivalents increased to $214.4 million at July 31, 2005 from $163.3 million at July 31, 2004, representing an increase of $51.1 million. The increase in cash was driven by strong cash flow from operations, partially offset by capital expenditures necessary to support our anticipated future growth and the acquisition of Tolt.

Net cash provided by operating activities, net of effects of acquisitions, was $56.1 million for fiscal 2005. Such amount primarily reflects (i) net income of $36.7 million plus the impact of depreciation, amortization, the provisions for doubtful accounts and inventory reserves, and the income tax benefit from stock-related transactions

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aggregating $20.5 million, (ii) deferred income tax expense of $2.8 million, and (iii) changes in working capital balances.

Net cash used in investing activities for fiscal 2005 was $12.3 million, primarily representing capital expenditures and the acquisition of Tolt. During the year, our mobile data communications segment completed the move to its new facility in Germantown, Maryland, including the construction of a state-of-the-art network operations center, and we expanded our high-volume manufacturing center located in Tempe, Arizona. We currently expect capital expenditures for fiscal 2006 to be between $12.0 million and $14.0 million.

Net cash provided by financing activities for fiscal 2005 was $7.4 million, due primarily to the proceeds from stock option exercises and the sale of shares under our employee stock purchase plan.

Financing Arrangement

On January 27, 2004, we issued $105.0 million of our 2.0% 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 $101.2 million after deducting the initial purchaser’s discount and other transaction costs. For further information concerning this financing, see “Notes to Consolidated Financial Statements – Note 8(a) 2.0% Convertible Senior Notes due 2024 .”

Commitments

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 July 31, 2005 will materially adversely affect our liquidity.

At July 31, 2005, we had contractual cash obligations to repay our 2.0% convertible senior notes, capital lease and operating lease obligations (including satellite lease expenditures relating to our mobile data communications segment contracts) and the financing of a purchase of proprietary technology. Payments due under these long-term obligations are as follows:

| | Obligations
due by fiscal years — Total | 2006 | 2007 and 2008 | 2009 and 2010 | After 2010 |
| --- | --- | --- | --- | --- | --- |
| 2.0%
convertible senior notes | $ 105,000,000 | — | — | — | 105,000,000 |
| Operating
lease commitments | 17,562,000 | 8,492,000 | 4,503,000 | 3,356,000 | 1,211,000 |
| Other
obligations | 719,000 | 276,000 | 330,000 | 113,000 | — |
| Total
contractual cash obligations | $ 123,281,000 | 8,768,000 | 4,833,000 | 3,469,000 | 106,211,000 |

We have entered into standby letter of credit agreements with financial institutions relating to the guarantee of future performance on certain contracts. At July 31, 2005, the balance of these agreements was $1.3 million. Cash we have pledged against such agreements aggregating $1.0 million has been classified as restricted cash in the consolidated balance sheet.

We believe that our cash and cash equivalents will be sufficient to meet our operating cash requirements for the foreseeable future. In the event that we identify a significant acquisition that requires additional cash, we would seek to borrow funds or raise additional equity capital.

Legal Proceedings

We are subject to certain 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 actions will not have a material effect on our consolidated financial position or results of operations.

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During fiscal 2005, two of our leased facilities located in Florida experienced hurricane damage to both leasehold improvements and personal property. As of July 31, 2005, we have substantially completed all restoration efforts relating to the hurricane damage. We have a written agreement with our general contractor which we believe limits our liability to the amount of insurance proceeds ultimately received. Our general contractor is in a dispute with certain of its subcontractors. As a result, we placed approximately $1.4 million, which represents the amount of insurance proceeds still payable to the general contractor, into an escrow account with the 9 th Judicial Circuit Court in Orange County, Florida. We are awaiting the Court’s direction as to how these funds should be disbursed. We are also continuing our efforts to work with the insurance carrier and the general contractor and its subcontractors to finalize the amount of any additional insurance proceeds. We do not expect that the outcome of this matter will have a material effect on our consolidated financial position or results of operations.

Recent Accounting Pronouncements

Impact of SFAS No. 123(R),“Share-Based Payments”

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), which requires companies to expense the estimated fair value of employee stock options and similar awards. SFAS No. 123(R) replaces SFAS No. 123 and supersedes APB Opinion No. 25. In March 2005, the Securities Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 107 (“SAB 107”) which generally provides the SEC staff’s views regarding SFAS No. 123(R). SAB 107 provides guidance on how to determine the expected volatility and expected term inputs into a valuation model used to determine the fair value of share-based payments. SAB 107 also provides guidance related to numerous aspects of the adoption of SFAS No. 123(R) such as income taxes, capitalization of compensation costs, modification of share-based payments prior to adoption and the classification of expenses. We will apply the principles of SAB 107 in conjunction with our adoption of SFAS No. 123(R).

Beginning with the first quarter of fiscal 2006, we will adopt the provisions of SFAS No. 123(R) using a modified prospective application. Under the modified prospective application, SFAS No. 123(R), which provides certain changes to the methodology for valuing share-based compensation among other changes, will apply to new awards and to awards outstanding on the effective date that are subsequently modified or cancelled. Compensation expense for outstanding awards for which the requisite service had not been rendered as of the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under SFAS No. 123.

At July 31, 2005, the total unamortized compensation expense related to the 2,328,690 unvested options that were outstanding, as determined in accordance with SFAS No. 123, was approximately $8.5 million before income taxes. This amount will be amortized over the remaining vesting periods. In addition, during the first quarter of fiscal 2006 (through September 22, 2005), our Executive Compensation Committee granted a total of 606,000 nonqualified stock options. Based on the total number of outstanding options (through September 22, 2005), we expect to record amortization of stock compensation expense in fiscal 2006 of approximately $5.3 million before income taxes, of which $1.3 million is expected to be recognized during the first quarter of fiscal 2006.

SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow as prescribed under current accounting rules. This requirement will reduce net operating cash flow and increase net financing cash flow in periods after adoption. Total cash flow will remain unchanged.

Impact of Other Recent Accounting Pronouncements

In October 2004, the FASB ratified the consensus reached by the EITF with respect to Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share.” The EITF’s consensus states that shares of common stock contingently issuable pursuant to contingent convertible securities should be included in diluted earnings per share computations (if dilutive) regardless of whether their market price triggers (or other contingent features) have been met. EITF No. 04-8 was effective for reporting periods ending after December 15, 2004. As further discussed in Note 1 to the Consolidated Financial Statements, we have (i) included the impact of the assumed conversion of our 2.0% convertible senior notes in calculating diluted EPS commencing in the fiscal quarter ended January 31, 2005 and (ii) restated prior periods’ diluted EPS for comparative purposes.

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In November 2004, the FASB issued SFAS No. 151, “Inventory Costs - an amendment of Accounting Research Bulletin No. 43, Chapter 4. SFAS No. 151 requires all companies to recognize a current period charge for abnormal amounts of idle facility expense, freight, handling costs and wasted materials. This statement also requires that the allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. We adopted this statement on August 1, 2005 and it has not had a material impact on our consolidated financial statements.

In January 2003, as revised in December 2003, the FASB issued FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” FIN 46 requires certain variable interest entities (“VIE”) to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional financial support from other parties. In March 2005, the FASB issued FASB Staff Position FIN 46 (R)-5, which addresses whether a reporting enterprise should consider whether it holds an implicit variable interest in a VIE or a potential VIE when specific conditions exist. The guidance, which applies to certain leases between related parties, became effective during the fourth quarter of fiscal 2005. As discussed in Note 13(a) to the Consolidated Financial Statements, we lease our corporate headquarters and Melville, New York manufacturing facility from a partnership controlled by our Chairman, Chief Executive Officer and President. We evaluated the relationship between us and this partnership and determined that we do not have an implicit variable interest in the partnership. Accordingly, there was no impact on our consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which changes the requirements for the accounting and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principles, as well as to changes required by an accounting pronouncement that does not include specific transition provisions. SFAS No. 154 eliminates the requirement to include the cumulative effect of changes in accounting principle in the income statement and instead requires that changes in accounting principle be retroactively applied. A change in accounting estimate continues to be accounted for in the period of change and future periods if necessary. A correction of an error continues to be reported by restating prior period financial statements. SFAS No. 154 applies to accounting changes and corrections of errors made on or after January 1, 2006.

In June 2005, the FASB issued FASB Staff Position No. 143-1, “Accounting for Electronic Equipment Waste Obligations,” to address the accounting for obligations associated with Directive 2002/96/EC on Waste Electrical and Electronic Equipment adopted by the European Union (“EU”). This guidance is effective beginning on the later of the first reporting period ending after June 8, 2005 or the date of adoption of the law by the applicable EU member country. As of July 31, 2005, the EU member countries where the majority of our sales within the EU are made have not yet implemented the Directive. The impact of this guidance for the fiscal year ended July 31, 2005 for our “historical waste” (as defined by the EU) was not material and we continue to evaluate these new laws and the related financial impact in the countries in which our products are sold.

Forward-Looking Statements and Risk Factors

This Form 10-K contains “forward-looking statements” including statements concerning the future of our industry, product development, business strategy, continued acceptance of our products, market growth, and dependence on significant customers. These statements can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Form 10-K. The risk factors noted below and other factors noted throughout this Form 10-K could cause our actual financial condition or results to differ significantly from those contained in any forward-looking statement.

Due to many factors, including the amount of business represented by large contracts, new orders, net sales and our operating results are difficult to forecast and may be volatile.

We have experienced, and will experience in the future, significant fluctuations in new orders, net sales and operating results, including our net income and earnings per share, from quarter-to-quarter. One reason for this is that a significant portion of our business — primarily the over-the-horizon microwave systems of our telecommunications transmission segment, a portion of our RF microwave amplifiers segment and the majority of our mobile data communications segment — is derived from a limited number of relatively large customer contracts, the timing of which cannot be predicted. Our new orders, net sales and operating results, including our net income and earnings per share, also may vary significantly from period-to-period because of the following factors: product

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mix sold; fluctuating market demand; price competition; new product introductions by our competitors; fluctuations in foreign currency exchange rates; unexpected changes in delivery of components or subsystems; political instability; regulatory developments; and general economic conditions. Accordingly, you should not rely on period-to-period comparisons as indications of our future performance because these comparisons may not be meaningful.

Our business, results of operations, liquidity and financial position depend on our ability to maintain our level of government business.

In recent years, we have increased our dependence on U.S. government business. Our sales to the U.S. government (including sales to prime contractors to the U.S. government) accounted for approximately 42.1%, 40.1% and 44.2% of our consolidated net sales for the fiscal years ended July 31, 2005, 2004 and 2003, respectively. Approximately 37.7% of our backlog at July 31, 2005 consisted of orders from the U.S. government. We expect such business to represent a significant portion of our consolidated net sales for the foreseeable future. U.S. government business exposes us to various risks, including:

| • | unexpected contract or project terminations or
suspensions; |
| --- | --- |
| • | unpredictable order placements, reductions or
cancellations; |
| • | reductions in government funds available for our
projects due to government policy changes, budget cuts and other spending
priorities; |
| • | penalties arising from post-award contract audits; |
| • | cost audits in which the value of our contracts may
be reduced; |
| • | higher-than-expected final costs, particularly
relating to software and hardware development, for work performed under
contracts where we commit to specified deliveries for a fixed price; and |
| • | unpredictable cash collections of unbilled
receivables that may be subject to acceptance of contract deliverables by the
customer and contract close-out procedures, including government approval of
final indirect rates. |

All of our U.S. government contracts can be terminated by the U.S. government for its convenience. Termination for convenience provisions provide only for our recovery of costs incurred or committed, settlement expenses and profit on work completed prior to termination. In addition to the right of the U.S. government to terminate, U.S. government contracts are conditioned upon the continuing approval by Congress of the necessary spending. Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may take more than one year. Consequently, at the beginning of a major program, the contract may not be fully funded, and additional monies are normally committed to the contract only if, as and when appropriations are made by Congress for future fiscal years.

The U.S. government may review our costs and performance on certain contracts, as well as our accounting and general business practices. Based on the results of such audits, the U.S. government may adjust our contract-related costs and fees.

We obtain U.S. government contracts through a competitive bidding process. We cannot assure you that we will continue to win competitively awarded contracts or that awarded contracts will generate sufficient net sales to result in profitability.

All of our businesses are subject to rapid technological change; we must keep pace with changes to compete successfully.

We are engaged in businesses characterized by rapid technological change, evolving industry standards, frequent new product announcements and enhancements, and changing customer demands. The introduction of products and services embodying new technologies and the emergence of new industry standards could render our products and services obsolete or non-competitive. The technology used in our products and services evolves rapidly, and our business position depends, in large part, on the continuous refinement of our scientific and engineering expertise and the development, either through internal research and development or acquisitions, of new or enhanced products and technologies. We may not have the economic or technological resources to be successful in such efforts and we may not be able to identify and respond to technological improvements made by our competitors in a timely or cost-effective fashion. A significant technological breakthrough by others, including smaller competitors or new firms, could have a material adverse impact on our business, results of operations and financial condition.

25

Our dependence on international sales may adversely affect us.

Sales for use by international customers (including sales to prime contractors’ international customers) represented approximately 44.0%, 45.4% and 39.7% of our consolidated net sales for the fiscal years ended July 31, 2005, 2004 and 2003, respectively. Approximately 51.9% of our backlog at July 31, 2005 consisted of orders for use by foreign customers. Direct and indirect sales to a North African country during the fiscal year ended July 31, 2005 were 13.2% of consolidated net sales. We expect that international sales will continue to be a substantial portion of our consolidated sales.

These sales expose us to certain risks, including barriers to trade, fluctuations in foreign currency exchange rates (which may make our products less price-competitive), political and economic instability, exposure to public health epidemics, availability of suitable export financing, tariff regulations, and other U.S. and foreign regulations that may apply to the export of our products and the generally greater difficulties of doing business abroad. We attempt to reduce the risk of doing business in foreign countries by seeking subcontracts with large systems suppliers, contracts denominated in U.S. dollars, advance or milestone payments and irrevocable letters of credit in our favor. However, we may not be able to reduce the economic risk of doing business in foreign countries, in all instances. In such cases billed and unbilled receivables relating to international sales are subject to increased collectibility risk and may result in significant write-offs, which could have a material adverse impact on our business, results of operations and financial condition.

Foreign defense contracts generally contain provisions relating to termination at the convenience of the government. In addition, certain of our products and systems may require licenses from U.S. government agencies for export from the U.S., and some of our products are not permitted to be exported. We cannot be sure of our ability to gain any licenses that may be required to export our products, and failure to receive required licenses could materially reduce our ability to sell our products outside the U.S.

Reductions in telecommunications equipment and systems spending may negatively affect our revenues, profitability and the recoverability of our assets, including intangible assets.

From the second half of fiscal 2001 through fiscal 2003, our revenues from commercial customers were negatively affected by the uncertain economic environment both in the overall market, and more specifically in the telecommunications and aviation sectors. Since 2003, the telecommunications and aviation sectors have stabilized and are starting to grow again; however, if the economy slows some of our customers may reduce their budgets for spending on telecommunications and aviations equipment and systems. As a consequence, our current customers and other prospective customers may postpone, reduce or even forego the purchase of our products and systems, which could adversely affect our revenues, profitability and the recoverability of our assets, including intangible assets, particularly in our telecommunications transmission and RF microwave amplifiers segments, which are exposed to the telecommunications and aviation sectors.

Our mobile data communications business is subject to unique risks.

Although sales and earnings have increased significantly in the past few years, our mobile data communications business has a relatively limited operating history compared to our other business segments. It is subject to many of the risks inherent in the operation of a new business enterprise. In addition to the other risk factors described in this section, the risk factors applicable to our mobile data communications business include the following:

| • | Our contract for the U.S. Army logistics command’s
MTS system currently obligates us to provide (i) hardware, including mobile
satellite transceivers, through July 2006, and (ii) satellite and other
services, through July 2007, at fixed prices and other terms set forth in the
contract. The U.S. Army is not obligated to purchase any equipment or
services under the contract. Orders and related sales relating to this contract
are subject to unpredictable funding and deployment decisions. |
| --- | --- |
| • | The MTS contract is not subject to automatic renewal
or extension upon its scheduled expiration in July 2007. As such, the U.S.
Army may decide to recompete the contract in which case all or a portion of
our efforts relating to MTS could be awarded to another party in the future.
If the MTS contract is not renewed, extended or if we fail to succeed in a
recompete process, our business, results of operations and financial
condition would be materially and adversely impacted. |
| • | Certain components that we need have purchasing
lead-time of four months or longer, and the U.S. Army contract requires us to
provide mobile terminals within 90 days after we receive an order. |

26

| • | Our success in commercial markets will depend on,
among other things, our ability to access the best distribution channels, the
development or licensing of applications which create value for the customer
and our ability to attract and retain qualified personnel. Delays in delivering
terminals could also adversely affect our ability to obtain and retain
commercial customers. |
| --- | --- |
| • | In general, as we seek to grow our mobile data
communications business, we anticipate that we will need to maintain a
substantial inventory in order to provide terminals to our customers on a
timely basis. If forecasted orders are not received, we might be left with
large inventories of slow moving or unusable parts or terminals. This could
result in an adverse effect on our business, results of operations and
financial position. |
| • | We lease the satellite capacity necessary to operate
our system from third party satellite networks. Our ability to grow and
remain profitable depends on the ability of our satellite network providers
to provide sufficient network capacity, reliability and security to our
customers. If our satellite network providers were to increase the prices of
their services, or to suffer operational or technical failures, our business,
results of operation and financial condition could be adversely affected. |
| • | There are several existing competitors in the mobile
data communications market that have established systems with sizable
customer bases and much greater financial resources than us. The largest of
these competitors is Qualcomm, Inc. Existing competitors, including
terrestrial-based service providers, are also aggressively pricing their
products and services and may continue to do so in the future. Competitors
continue to offer new value added products and services, which we may be
unable to match on a timely or cost effective basis. Increased competition
may impact margins throughout the industry. We anticipate that new
competitors will enter the mobile data communications market in the future.
This could impact our penetration into the commercial market in a significant
way. |
| • | All satellite communications are subject to the risk
that a satellite or ground station failure or a natural disaster may
interrupt service. Interruptions in service could have a material adverse
impact on our business, results of operations and financial condition. Should
we be required to restore service on another system in the event of a
satellite failure, our costs could increase which would have an adverse
effect on our business, results of operations and financial condition. |

Our backlog is subject to customer cancellation or modification.

We currently have a backlog of orders, mostly under contracts that the customer may modify or terminate. We cannot assure you that our backlog will result in net sales.

Our dependence on component availability, subcontractor availability and performance and key suppliers may adversely affect us.

We do not generally maintain a substantial inventory of components and subsystems. We obtain certain components and subsystems from a single source or a limited number of sources, but believe that most components and subsystems are available from alternative suppliers and subcontractors. A significant interruption in the delivery of such items, however, could have a material adverse impact on our business, results of operations and financial condition.

Our fixed price contracts subject us to risk.

Almost all of our products and services are sold under fixed price contracts. This means that we bear the risk of unanticipated technological, manufacturing, supply or other problems, price increases or other increases in the cost of performance.

Adverse regulatory changes could impair our ability to sell products.

Our products are incorporated into wireless communications systems that must comply with various government regulations, including those of the Federal Communications Commission (“FCC”). Regulatory changes, including changes in the allocation and availability of frequency spectrum, and in the military standards and specifications that define the current satellite networking environment, could materially harm our business by (i) restricting development efforts by us and our customers, (ii) making our current products less attractive or obsolete, or (iii) increasing the opportunity for additional competition.

27

Changes in, or our failure to comply with, applicable regulations could materially harm our business. In addition, the increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards and reassign bandwidth for these products and services. The reduced number of available frequencies for other products and services and the time delays inherent in the government approval process of new products and services have caused and may continue to cause our customers to cancel, postpone or reschedule their installation of communications systems including their satellite, over-the-horizon microwave, or terrestrial line-of-sight microwave communication systems. This, in turn, could have a material adverse effect on our sales of products to our customers.

In addition, the EU has adopted two directives to facilitate the recycling of electrical and electronic equipment sold in the EU. The first of these is the Waste Electrical and Electronic Equipment directive, which directs EU member states to enact laws, regulations, and administrative provisions to ensure that producers of electrical and electronic equipment are financially responsible for the collection, recycling, treatment, and environmentally sound disposal of certain products placed on the market after August 13, 2005, and from products in use prior to that date that are being replaced. The EU has also adopted the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) directive. The RoHS directive restricts the use of lead, mercury, and certain other substances in electrical and electronic products placed on the market in the EU after July 1, 2006.

Similar laws and regulations have been or may be enacted in other regions, including in the U.S., China, and Japan. Other environmental regulations may require us to reengineer our products to utilize components that are more environmentally compatible, and such reengineering and component substitution may result in additional costs to us. There can be no assurance that such existing or future laws will not have a material adverse effect on our business.

We face risks from the uncertainty of prevailing economic and political conditions.

Current global political and economic conditions are uncertain. As a result, it is difficult to estimate the level of expansion, if any, for the global or U.S. economies generally or the markets in which we participate. Because our budgeting and forecasting process relies on estimates of growth in the markets we serve, the current economic environment renders estimates of future income and expenses even more difficult than usual to formulate. The future direction of the domestic and global economies and political environment could have a material adverse impact on our business, results of operations and financial condition.

Acquisitions and strategic investments may divert our resources and management attention; results may fall short of expectations.

We intend to continue pursuing selected acquisitions of and investments in businesses, technologies and product lines as a key component of our growth strategy. Any future acquisition or investment may result in the use of significant amounts of cash, potentially dilutive issuances of equity securities, incurrence of debt and amortization expenses or in process research and development charges related to intangible assets. Acquisitions involve numerous risks, including:

| • | difficulties
in the integration and assimilation of the operations, technologies, products
and personnel of an acquired business; |
| --- | --- |
| • | diversion of
management’s attention from other business concerns; |
| • | increased
expenses associated with the acquisition; and |
| • | potential
loss of key employees or customers of any acquired business. |

We cannot assure you that our acquisitions will be successful and will not adversely affect our business, results of operations or financial condition.

The loss of key technical or management personnel could adversely affect our business.

Our success depends on the continued contributions of key technical management personnel, including the key corporate and operating unit management at each of our subsidiaries. Many of our key personnel, particularly the key engineers of our subsidiaries, would be difficult to replace, and are not subject to employment or noncompetition agreements. Our growth and future success will depend in large part upon our ability to attract and retain highly qualified engineering, sales and marketing personnel. Competition for such personnel from other companies, academic institutions, government entities and other organizations is intense. Although we believe that we have been successful to date in recruiting and keeping key personnel, we may not be successful in attracting and

28

retaining the personnel we will need to continue to grow and operate profitably. Also, the management skills that have been appropriate for us in the past may not continue to be appropriate if we continue to grow and diversify.

Our markets are highly competitive.

The markets for our products are highly competitive. We cannot assure you that we will be able to successfully compete or that our competitors will not develop new technologies and products that are more commercially effective than our own. We expect the Department of Defense’s increased use of commercial off-the-shelf products and components in military equipment will encourage new competitors to enter the market. Also, although the implementation of advanced telecommunications services is in its early stages in many developing countries, we believe competition may intensify as businesses and foreign governments realize the market potential of telecommunications services. Many of our competitors have financial, technical, marketing, sales and distribution resources greater than ours.

Protection of our intellectual property is limited; we are subject to the risk of third party claims of infringement.

Our businesses rely in large part upon our proprietary scientific and engineering “know-how” and production techniques. Historically, patents have not been an important part of our protection of our intellectual property rights. We rely upon the laws of unfair competition, restrictions in licensing agreements and confidentiality agreements to protect our intellectual property. We limit access to and distribution of our proprietary information. These efforts allow us to rely upon the knowledge and experience of our management and technical personnel to market our existing products and to develop new products. The departure of any of our key management and technical personnel, the breach of their confidentiality and non-disclosure obligations to us or the failure to achieve our intellectual property objectives may have a material adverse impact on our business, results of operations and financial condition.

Our ability to compete successfully and achieve future revenue growth will depend, in part, on our ability to protect our proprietary technology and operate without infringing upon the rights of others. We may fail to do so. In addition, the laws of certain countries in which our products are or may be sold may not protect our products and intellectual property rights to the same extent as the laws of the U.S.

We believe that we own or have licensed all intellectual property rights necessary for the operation of our businesses as currently contemplated. If the technology we use is found to infringe on protected technology, we could be required to change our business practices, license the protected technology, and/or pay damages or other compensation to the infringed party. If we are unable to license protected technology used in our business or if we were required to change our business practices, we could be prohibited from making and selling our products or providing certain telecommunications services.

Our operations are subject to environmental laws and regulations and we may be subject to environmental liabilities.

We engage in manufacturing and are subject to a variety of local, state and federal governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances used to manufacture our products, particularly in the fabrication of fiberglass antennas by our Comtech Antenna Systems, Inc. subsidiary. The failure to comply with current or future environmental requirements could result in the imposition of substantial fines, suspension of production, alteration of our manufacturing processes or cessation of operations that could have a material adverse impact on our business, results of operations and financial condition.

In addition, the handling, treatment or disposal of hazardous substances by us or our predecessors may have resulted or could in the future result in contamination requiring investigation or remediation, or leading to other liabilities, any of which could have a material adverse impact on our business, results of operations and financial condition.

Recently enacted and proposed changes in securities laws and regulations are increasing our costs.

The Sarbanes-Oxley Act of 2002 that became law in July 2002 requires changes in some of our corporate governance, public disclosure and compliance practices. The Act also requires the Securities and Exchange Commission to promulgate new rules on a variety of subjects. In addition, the Nasdaq National Market has revised its requirements for companies, such as us, that are listed on the Nasdaq National Market. These developments are increasing our legal and financial compliance costs. We expect these developments to make it more difficult and

29

more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These developments could make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.

We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002. Identification of material weaknesses in internal controls, if identified, could indicate a lack of proper controls to generate accurate financial statements.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC rules, we are required to furnish a report of management’s assessment of the effectiveness of our internal controls as part of our Annual Report on Form 10-K. Our auditors are required to attest to and report on management’s assessment, as well as provide a separate opinion. To issue our report, we document our internal control design and the testing processes that support our evaluation and conclusion, and then we test and evaluate the results. There can be no assurance, however, that we will be able to remediate material weaknesses, if any, that may be identified in future periods, or maintain all of the controls necessary for continued compliance. There likewise can be no assurance that we will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies.

Terrorist attacks and threats, and government responses thereto, and threats of war elsewhere may negatively impact all aspects of our operations, revenues, costs and stock price.

The terrorist attacks in the U.S. and against U.S.’ interests overseas, the U.S. government’s response thereto, and threats of war may negatively affect our business, financial condition and results of operations. Any escalation in these events or similar or future events may disrupt our operations or those of our customers and may affect the availability of materials needed to manufacture our products or the means to transport those materials to manufacturing facilities and finished products to customers. In addition, these events have had and could in the future have an adverse impact on the U.S. and world economy in general.

Provisions in our corporate documents, stockholder rights plan, and Delaware law could delay or prevent a change in control of Comtech.

We have taken a number of actions that could have the effect of discouraging, delaying or preventing a merger or acquisition involving Comtech that our stockholders may consider favorable. For example, we have a classified board and the employment contract of our chief executive officer provides for a substantial payment in the event of a change of control of Comtech. We also adopted a stockholder rights plan that could cause substantial dilution to a stockholder, and substantially increase the cost paid by a stockholder, who attempts to acquire us on terms not approved by our board of directors. These could prevent us from being acquired. In addition, our certificate of incorporation grants the board of directors the authority to fix the rights, preferences and privileges of and issue up to 2,000,000 shares of preferred stock without stockholder action. Although we have no present intention to issue shares of preferred stock, such an issuance of any class or series of our preferred stock could have rights which would adversely affect the voting power of the common stock or which could delay, defer, or prevent a change in control of Comtech. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, this statute provides that except in certain limited circumstances a corporation shall not engage in any “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, for purposes of Section 203 of the Delaware General Corporation Law, an “interested stockholder” is a person who, together with affiliates, owns, or within three years did own, 15% or more of the corporation’s voting stock. This provision could have the effect of delaying or preventing a change in control of Comtech.

Our debt service obligations may adversely affect our cash flow.

The higher level of indebtedness resulting from the issuance of our 2.0% convertible senior notes increases the risk that we may default on our debt obligations. We cannot assure you that we will be able to generate sufficient cash flow to pay the interest on our debt or that future working capital, borrowings or equity financing will be available to pay or refinance such debt.

The level of our indebtedness, among other things, could:

• make it difficult for us to make payments on our debt;

30

| • | make
it difficult for us to obtain any necessary financing in the future for
working capital, acquisitions, capital expenditures, debt service requirements
or other purposes; |
| --- | --- |
| • | limit
our flexibility in planning for, or reacting to, changes in our business
and the industry in which we compete; and |
| • | make
us more vulnerable in the event of a downturn in our business. |

Changes in financial accounting standards related to stock option expenses are expected to have a significant effect on our reported results.

The FASB recently issued SFAS No. 123(R), a revised standard that requires that we record compensation expense in the statement of operations for employee stock options using the fair value method. The adoption of the new standard is expected to have a significant effect on our reported earnings, although it will not affect our total cash flows, and could adversely impact our ability to provide accurate guidance on our future reported financial results due to the variability of the factors used to establish the value of stock options. As a result, the adoption of the new standard in fiscal 2006 could impact the value of our common stock and may result in greater stock price volatility.

Our stock price is volatile.

The stock market in general, and the stock prices of technology-based companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock has fluctuated significantly in the past and is likely to fluctuate significantly in the future as well. Factors that may have a significant impact on the market price of our stock include:

| • | future
announcements concerning us or our competitors; |
| --- | --- |
| • | receipt or
non-receipt of substantial orders for products and services; |
| • | results of
technological innovations; |
| • | new
commercial products; |
| • | changes in
recommendations of securities analysts; |
| • | government
regulations; |
| • | proprietary
rights or product or patent litigation; |
| • | changes in
economic conditions generally, particularly in the telecommunications sector; |
| • | changes in
market conditions generally, particularly in the market for small cap stocks;
and |
| • | limited
public float. |

Shortfalls in our sales or earnings in any given period relative to the levels expected by securities analysts could immediately, significantly and adversely affect the trading price of our common stock.

We have never declared or paid cash dividends.

We have never declared or paid a cash dividend and do not intend to declare any cash dividends on our common stock in the foreseeable future.

ITEM 7A. 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. If the interest rate we receive on our investment of available cash balances were to change by 10%, our interest income would be impacted by approximately $0.4 million.

Our 2.0% 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reports of Independent Registered Public Accounting Firm, Consolidated Financial Statements, Notes to Consolidated Financial Statements and Related Financial Schedule are listed in the Index to Consolidated Financial Statements and Schedule annexed hereto.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was carried out by the Company under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by the Company 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.

Management’s Report on Internal Control Over Financial Reporting

Management of Comtech is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accounted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2005. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on our assessment, we determined that, as of July 31, 2005, the Company’s internal control over financial reporting was effective based on those criteria.

The Company acquired certain assets and assumed certain liabilities of Tolt in February 2005. Excluded from the Company’s assessment of internal controls over financial reporting as of July 31, 2005, is the internal control over financial reporting of Tolt. Tolt had total assets of $9.8 million and net sales of $11.3 million as of and for the fiscal year ended July 31, 2005.

KPMG LLP (“KPMG”), our independent registered public accounting firm, has performed an audit of our assessment of the effectiveness of the Company’s internal control over financial reporting as of July 31, 2005. This audit is required to be performed in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our independent auditors were given unrestricted access to all financial records and related data. KPMG’s audit reports appear on pages F-2 and F-3 of this annual report.

Changes In Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during our fiscal quarter ended July 31, 2005, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Certain information concerning directors and officers is incorporated by reference to our Proxy Statement for the Annual Meeting of Stockholders to be held December 6, 2005 (the “Proxy Statement”) which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding securities authorized for issuance under equity compensation plans and certain information regarding security ownership of certain beneficial owners and management is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and services is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

33

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

| (a) | The Registrant’s financial statements together with
a separate index are annexed hereto. |
| --- | --- |
| (2) | The Financial Statement Schedule listed in a
separate index is annexed hereto. |
| (3) | Exhibits required by Item 601 of Regulation S-K are
listed below. |

| Exhibit Number | Description
of Exhibit | Incorporated
By Reference to Exhibit |
| --- | --- | --- |
| 3(a) | Certificate of Incorporation of the Registrant | Exhibit 3(a) to the Registrant’s 1987 Form 10-K |
| 3(b) | Amendment of the Certificate of Incorporation
effecting the 5 to 1 reverse stock split | Exhibit 3(b) to the Registrant’s 1991 Form 10-K |
| 3(c) | Amended and restated By-Laws of the Registrant | Exhibit 3(c) to Registrant’s 1998 Form 10-K |
| 3(d) | Amendment to the Certificate of Incorporation
increasing authorized shares to 12 million | Exhibit 3(d) to the Registrant’s 1994 Form 10-K |
| 3(e) | Amendment to the Certificate of Incorporation
increasing the authorized shares to 17 million | Exhibit 3(e) to Registrant’s 1998 Form 10-K |
| 3(f) | Form of Certificate of Designation of the Series A
Junior Participating Preferred Stock | Exhibit 4(1) to the Registrant’s Form 8-A/A dated
December 23, 1998 |
| 3(g) | Amendment to the Certificate of Incorporation
increasing the authorized shares to 32 million | Exhibit 3(g) to Registrant’s 2000 Form 10-K |
| 4(a) | Rights Agreement dated as of December 15, 1998
between the Registrant and American Stock Transfer and Trust Company, as
Rights Agent | Exhibit 4(1) to the Registrant’s Form 8-A/A dated
December 23, 1998 |
| 4(b) | Indenture by and between the Registrant and The Bank
of New York, as trustee, dated as of January 27, 2004, including form of Note | Exhibit 4.2 to the Registrant’s Form S-3 (File No.
333-114268) |
| 4(c) | Registration Rights Agreement dated as of January
27, 2004, between the Registrant and Bear, Stearns & Co. Inc., as Initial
Purchaser | Exhibit 4.4 to the Registrant’s Form S-3 (File No.
333-114268) |
| 10(a) | Amended and restated Employment Agreement dated June
2, 2003, between the Registrant and Fred Kornberg | Exhibit 10(a) to the Registrant’s Form 10-Q for quarter ended April 30, 2003 |
| 10(b) | Amended and restated Employment Agreement dated June
2, 2003, between the Registrant and Robert G. Rouse | Exhibit 10(b) to the Registrant’s Form 10-Q for quarter ended April 30, 2003 |
| 10(c) | Lease and amendment thereto on the Melville, New
York Facility | Exhibit 10(k) to the Registrant’s 1992 Form 10-K |
| 10(d) | Amended and restated 1993 Incentive Stock Option
Plan | Appendix A to the Registrant’s Proxy Statement dated
November 3, 1997 |
| 10(e) | Movement Tracking System Contract between Comtech
Mobile Datacom Corp. and U.S. Army’s CECOM Acquisition Center dated June 24,
1999 (certain portions of this agreement have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment) | Exhibit 10(g) to the Registrant’s 1999 Form 10-K |
| 10(f)(1) | 2000 Stock Incentive Plan | Appendix A to the Registrant’s Proxy Statement dated
November 8, 1999 |
| 10(f)(2) | Amendment to the 2000 Stock Incentive Plan | Appendix A to the Registrant’s Proxy Statement dated
November 6, 2000 |

34

| Exhibit Number | Description
of Exhibit | Incorporated
By Reference to Exhibit |
| --- | --- | --- |
| 10(f)(3) | Amendment to the 2000 Stock Incentive Plan | Exhibit 10(g)(3) to the Registrant’s 2002 Form 10-K |
| 10(f)(4) | Amendment to the 2000 Stock Incentive Plan | Exhibit 10(h)(4) to the Registrant’s 2003 Form 10-K |
| 10(f)(5) | Amendment to the 2000 Stock Incentive Plan | Exhibit 10(g)(5) to the Registrant’s 2004 Form 10-K |
| 10(f)(6) | Amendment to the 2000
Stock Incentive Plan | |
| 10(f)(7) | Form of Stock Option
Agreement pursuant to the 2000 Stock Incentive Plan | |
| 10(g) | 2001 Employee Stock Purchase Plan | Appendix B to the Registrant’s Proxy Statement dated
November 6, 2000 |
| 21 | Subsidiaries of the
Registrant | |
| 23 | Consent of Independent
Registered Public Accounting Firm | |
| 31.1 | Certification of Chief
Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief
Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |

Exhibits to this Annual Report on Form 10-K are available from the Company upon request and payment to the Company for the cost of reproduction.

35

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities and 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.
September 22, 2005	By: /s/Fred Kornberg
(Date)	Fred Kornberg, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Signature	Title
September 22, 2005	/s/Fred Kornberg	Chairman of the Board
		Chief Executive Officer and President
(Date)	Fred Kornberg	(Principal Executive Officer)
September 22, 2005	/s/Robert G. Rouse	Executive Vice President and
		Chief Financial Officer
(Date)	Robert G. Rouse	(Principal Financial and Accounting Officer)
September 22, 2005	/s/George Bugliarello	Director
(Date)	George Bugliarello
September 22, 2005	/s/Richard L. Goldberg	Director
(Date)	Richard L. Goldberg
September 22, 2005	/s/Edwin Kantor	Director
(Date)	Edwin Kantor
September 22, 2005	/s/Ira Kaplan	Director
(Date)	Ira Kaplan
September 22, 2005	/s/Gerard R. Nocita	Director
(Date)	Gerard R. Nocita

36

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Index to Consolidated Financial Statements and Schedule

	Page
Reports of Independent Registered
Public Accounting Firm	F-2, F-3
Consolidated Financial Statements:
Balance Sheets at July 31, 2005 and
2004	F-4
Statements of Operations for each of
the years in the three-year period ended July 31, 2005	F-5
Statements of Stockholders’ Equity and
Comprehensive Income for each of the years in the three-year period ended
July 31, 2005	F-6
Statements of Cash Flows for each of
the years in the three-year period ended July 31, 2005	F-7, F-8
Notes to Consolidated Financial Statements	F-9 to
F-27
Additional Financial Information Pursuant to the
Requirements of Form 10-K:
Schedule II – Valuation and Qualifying
Accounts and Reserves	S-1

Schedules not listed above have been omitted because they are either not applicable or the required information has been provided elsewhere in the consolidated financial statements or notes thereto.

F-1

KPMG LLP
Suite 200
1305 Walt Whitman Road
Melville, NY 11747-4302

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Comtech Telecommunications Corp.:

We have audited the accompanying consolidated balance sheets of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 31, 2005. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed in the accompanying index. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended July 31, 2005, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Comtech Telecommunications Corp.’s internal control over financial reporting as of July 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 22, 2005, expressed an unqualified opinion on management’s assessment of, and the effective operation of, the Company’s internal control over financial reporting. Such report contains an explanatory paragraph relating to the exclusion of internal control over financial reporting associated with one entity acquired during 2005 from management’s assessment and our assessment of the effectiveness of internal control over financial reporting of the Company as of July 31, 2005.

Melville, New York September 22, 2005

F-2

KPMG LLP
Suite 200
1305 Walt Whitman Road
Melville, NY 11747-4302

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Comtech Telecommunications Corp.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Comtech Telecommunications Corp. maintained effective internal control over financial reporting as of July 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) . Comtech Telecommunications Corp’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Comtech Telecommunications Corp. maintained effective internal control over financial reporting as of July 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Comtech Telecommunications Corp. maintained, in all material respects, effective internal control over financial reporting as of July 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Comtech Telecommunications Corp. acquired certain assets and assumed certain liabilities of Tolt Technologies, Inc. during 2005, and management excluded from its assessment of the effectiveness of Comtech Telecommunications Corp’s internal control over financial reporting as of July 31, 2005, internal control over financial reporting associated with this entity comprising aggregate total assets of $9,827,000 and net sales of $11,344,000 included in Comtech Telecommunications Corp’s consolidated financial statements as of and for the year ended July 31, 2005. Our audit of internal control over financial reporting of Comtech Telecommunications Corp. also excluded an evaluation of the internal control over financial reporting of Tolt Technologies, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 31, 2005, and our report dated September 22, 2005, expressed an unqualified opinion on those consolidated financial statements.

Melville, New York September 22, 2005

F-3

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Balance Sheets July 31, 2005 and 2004

	2005
Assets
Current assets:
Cash and cash
equivalents	$ 214,413,000		163,292,000
Restricted cash	1,034,000		4,054,000
Accounts
receivable, net	56,052,000		43,002,000
Inventories, net	45,103,000		39,758,000
Prepaid expenses
and other current assets	4,387,000		1,817,000
Deferred tax
asset - current	8,092,000		6,501,000
Total current
assets	329,081,000		258,424,000
Property, plant
and equipment, net	18,683,000		14,652,000
Goodwill	22,244,000		18,721,000
Intangibles with
definite lives, net	9,123,000		10,706,000
Deferred
financing costs, net	2,995,000		3,541,000
Other assets,
net	277,000		346,000
Total assets	$ 382,403,000		306,390,000
Liabilities and Stockholders’ Equity
Current
liabilities:
Accounts payable	$ 23,577,000		9,566,000
Accrued expenses
and other current liabilities	34,497,000		20,515,000
Customer
advances and deposits	5,282,000		7,290,000
Deferred service
revenue	8,210,000		13,716,000
Current
installments of other obligations	235,000		234,000
Interest payable	1,050,000		1,073,000
Income taxes
payable	1,540,000		4,812,000
Total current
liabilities	74,391,000		57,206,000
Convertible
senior notes	105,000,000		105,000,000
Other
obligations, less current installments	396,000		158,000
Deferred tax
liability – non-current	5,987,000		1,628,000
Total
liabilities	185,774,000		163,992,000
Commitments and
contingencies (See Note 13)
Stockholders’
equity:
Preferred stock,
par value $.10 per share; shares authorized and unissued 2,000,000	—		—
Common stock,
par value $.10 per share; authorized 30,000,000 shares, issued 22,781,678
shares and 21,557,002 shares at July 31, 2005 and 2004, respectively	2,278,000		2,156,000
Additional
paid-in capital	127,170,000		109,716,000
Retained
earnings	67,366,000		30,711,000
	196,814,000		142,583,000
Less:
Treasury stock
(210,937 shares)	(185,000	)	(185,000	)
Total
stockholders’ equity	196,629,000		142,398,000
Total
liabilities and stockholders’ equity	$ 382,403,000		306,390,000

See accompanying notes to consolidated financial statements.

F-4

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Statements of Operations Years ended July 31, 2005, 2004 and 2003

Net sales	2005 — $ 307,890,000		223,390,000		174,035,000
Cost of sales	180,524,000		135,858,000		114,317,000
Gross profit	127,366,000		87,532,000		59,718,000
Expenses:
Selling, general
and administrative	51,819,000		36,016,000		28,045,000
Research and
development	21,155,000		15,907,000		12,828,000
In-process
research and development	—		940,000		—
Amortization of
intangibles	2,328,000		2,067,000		2,039,000
	75,302,000		54,930,000		42,912,000
Operating income	52,064,000		32,602,000		16,806,000
Other expenses
(income):
Interest expense	2,679,000		1,425,000		2,803,000
Interest income	(4,072,000	)	(921,000	)	(275,000	)
Income before
provision for income taxes	53,457,000		32,098,000		14,278,000
Provision for
income taxes	16,802,000		10,271,000		4,569,000
Net income	$ 36,655,000		21,827,000		9,709,000
Net income per
share (See Note 1):
Basic	$ 1.69		1.03		0.57
Diluted	$ 1.42		0.92		0.53
Weighted average
number of common shares outstanding - basic	21,673,000		21,178,000		17,168,000
Weighted average
number of common and common equivalent shares outstanding assuming dilution -
diluted	27,064,000		24,781,000		18,290,000

See accompanying notes to consolidated financial statements.

F-5

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity and Comprehensive Income Years ended July 31, 2005, 2004 and 2003

Common Stock				Additional Paid-in Capital				Treasury Stock
												Deferred Compensation		Stockholders’ Equity	Comprehensive Income
Shares		Amount						Shares		Amount
Balance
July 31, 2002	17,106,573	$	1,711,000	$	66,932,000	$	(825,000	)	210,937	$ (185,000	)	$ (345,000	)	$ 67,288,000	$ 1,148,000
Amortization of deferred
compensation	—		—		—		—		—	—		239,000		239,000	—
Shares issued in connection
with private placement, net of related costs	3,150,000		315,000		37,876,000		—		—	—		—		38,191,000	—
Stock options exercised and related income tax
benefit	632,092		63,000		1,628,000		—		—	—		—		1,691,000	—
Employee stock purchase plan
shares issued	60,384		6,000		204,000		—		—	—		—		210,000	—
Warrants exercised	82,104		8,000		232,000		—		—	—		—		240,000	—
Net income	—		—		—		9,709,000		—	—		—		9,709,000	9,709,000
Balance
July 31, 2003	21,031,153		2,103,000		106,872,000		8,884,000		210,937	(185,000	)	(106,000	)	117,568,000	9,709,000
Amortization of deferred
compensation	—		—		—		—		—	—		106,000		106,000	—
Stock options exercised and related income tax
benefit	450,210		45,000		2,470,000		—		—	—		—		2,515,000	—
Employee stock purchase plan
shares issued	28,269		3,000		352,000		—		—	—		—		355,000	—
Warrants exercised	47,370		5,000		22,000		—		—	—		—		27,000	—
Net income	—		—		—		21,827,000		—	—		—		21,827,000	21,827,000
Balance
July 31, 2004	21,557,002		2,156,000		109,716,000		30,711,000		210,937	(185,000	)	—		142,398,000	21,827,000
Stock options exercised and
related income tax benefit	1,209,799		121,000		17,012,000		—		—	—		—		17,133,000	—
Employee stock purchase plan shares
issued	28,827		3,000		517,000		—		—	—		—		520,000	—
Termination of unvested
restricted shares issued pursuant to employee
stock award agreement	(13,950	)	(2,000	)	(75,000	)	—		—	—		—		(77,000	)
Net income	—		—		—		36,655,000		—	—		—		36,655,000	36,655,000
Balance
July 31, 2005	22,781,678	$	2,278,000	$	127,170,000	$	67,366,000		210,937	$ (185,000	)	$ —		$ 196,629,000	$ 36,655,000

See accompanying notes to consolidated financial statements.

F-6

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended July 31, 2005, 2004 and 2003

	2005
Cash
flows from operating activities:
Net
income	$ 36,655,000		21,827,000		9,709,000
Adjustments
to reconcile net income to net cash provided by operating activities:
Depreciation
and amortization	7,643,000		6,514,000		6,258,000
Amortization
of deferred financing costs	546,000		280,000		—
Loss
on disposal of property, plant and equipment	284,000		91,000		—
Write-off
of in-process research and development	—		940,000		—
Provision
for doubtful accounts	287,000		147,000		246,000
Provision
for excess and obsolete inventory	2,098,000		1,193,000		2,521,000
Income
tax benefit from stock option exercises	9,896,000		1,001,000		—
Deferred
income tax expense (benefit)	2,768,000		2,079,000		(2,002,000	)
Changes
in assets and liabilities, net of effects of acquisitions:
Restricted
cash securing letter of credit obligations	3,020,000		234,000		(4,288,000	)
Accounts
receivable	(13,337,000	)	(16,453,000	)	493,000
Inventories	(7,236,000	)	(5,152,000	)	(2,793,000	)
Prepaid
expenses and other current assets	(2,373,000	)	284,000		(500,000	)
Other
assets	69,000		44,000		69,000
Accounts
payable	14,011,000		(1,961,000	)	1,998,000
Accrued
expenses and other current liabilities	12,532,000		6,915,000		3,540,000
Customer
advances and deposits	(2,008,000	)	4,799,000		318,000
Deferred
service revenue	(5,506,000	)	2,556,000		6,817,000
Interest
payable	(23,000	)	1,073,000		—
Income
taxes payable	(3,272,000	)	(2,133,000	)	4,475,000
Other
liabilities	—		—		(58,000	)
Net
cash provided by operating activities	56,054,000		24,278,000		26,803,000
Cash
flows from investing activities:
Payments
for business acquisitions	(2,735,000	)	(5,187,000	)	(440,000	)
Purchases
of property, plant and equipment	(9,532,000	)	(6,591,000	)	(4,317,000	)
Purchases
of proprietary technology	(75,000	)	—		(75,000	)
Cash
received in connection with business acquisitions	—		—		551,000
Net
cash used in investing activities	(12,342,000	)	(11,778,000	)	(4,281,000	)
Cash
flows from financing activities:
Proceeds
from issuance of convertible senior notes, net of related costs of $3,821,000	—		101,179,000		—
Repayment
of borrowings under loan agreement	—		—		(28,683,000	)
Principal
payments on other obligations	(271,000	)	(900,000	)	(1,064,000	)
Proceeds
from issuance of common stock, net of related costs of $2,402,000	—		—		38,191,000
Proceeds
from exercises of stock options, warrants and employee stock purchase
plan shares	7,680,000		1,896,000		2,141,000
Net
cash provided by financing activities	7,409,000		102,175,000		10,585,000

(Continued)

F-7

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended July 31, 2005, 2004 and 2003

| Net increase in
cash and cash equivalents | 2005 — $ 51,121,000 | 114,675,000 | 33,107,000 |
| --- | --- | --- | --- |
| Cash and cash equivalents
at beginning of period | 163,292,000 | 48,617,000 | 15,510,000 |
| Cash and cash
equivalents at end of period | $ 214,413,000 | 163,292,000 | 48,617,000 |
| Supplemental
cash flow disclosure | | | |
| Cash paid during
the period for: | | | |
| Interest | $ 2,156,000 | 55,000 | 2,884,000 |
| Income taxes | $ 7,456,000 | 9,324,000 | 2,096,000 |
| Non cash
investing activities: | | | |
| Purchase of
proprietary technology through financing obligation | $ 509,000 | — | — |
| Accrued business
acquisition payments (See Note 2) | $ 1,000,000 | — | — |

See accompanying notes to consolidated financial statements.

F-8

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1)
(a)	Principles of Consolidation
	The accompanying consolidated financial statements
include the accounts of Comtech Telecommunications Corp. and its subsidiaries
(“the Company”), all of which are wholly owned. All significant intercompany balances and transactions have
been eliminated in consolidation.
(b)	Nature of Business
	The Company designs, develops, produces and markets
innovative products, systems and services for advanced communications
solutions.
	The Company’s business is highly competitive and
characterized by rapid technological change.
The Company’s growth and financial position depends, among other things,
on its ability to keep pace with such changes and developments and to respond
to the sophisticated requirements of an increasing variety of electronic
equipment users. Many of the
Company’s competitors are substantially larger, and have significantly
greater financial, marketing and operating resources and broader product
lines than the Company. A significant
technological breakthrough by others, including smaller competitors or new
companies, could have a material adverse effect on the Company’s business. In
addition, certain of the Company’s customers have technological capabilities
in the Company’s product areas and could choose to replace the Company’s
products with their own.
	International sales expose the Company to certain
risks, including barriers to trade, fluctuations in foreign currency exchange
rates (which may make the Company’s products less price competitive),
political and economic instability, availability of suitable export
financing, export license requirements, tariff regulations, and other United
States (“U.S.”)
and foreign regulations that may apply to the export of the Company’s
products, as well as the generally greater difficulties of doing business
abroad. The Company attempts to
reduce the risk of doing business in foreign countries by seeking contracts
denominated in U.S. dollars, advance or milestone payments, credit insurance
and irrevocable letters of credit in its favor.
(c)	Revenue Recognition
	Revenue is generally recognized when the earnings
process is complete, upon shipment or customer acceptance. Revenue from contracts relating to the
design, development or manufacturing of complex electronic equipment to a
buyer’s specification or to provide services relating to the performance of
such contracts is recognized using the percentage-of-completion method. Revenue from contracts that contain
multiple elements that are not accounted for under the
percentage-of-completion method are accounted for in accordance with Emerging
Issues Task Force (“EITF”) Issue No. 00-21, “Accounting for Revenue
Arrangements with Multiple Deliverables.”
Revenue from these contracts is allocated to each respective element
based on each element’s relative fair value and is recognized when the
respective revenue recognition criteria for each element are met.
	Revenue recognition using the
percentage-of-completion method is based on the relationship of total costs
incurred to total projected costs, or, alternatively, based on output
measures, such as units delivered.
Provision for anticipated losses on uncompleted contracts is made in
the period in which such losses become evident.
	The Company has historically demonstrated an ability
to estimate contract revenues and expenses in applying the
percentage-of-completion method of accounting. However, there exist risks and uncertainties in estimating
future revenues and expenses, particularly on larger or longer-term
contracts. Changes to such estimates
could have a material effect on the Company’s consolidated financial position
and results of operations.

F-9

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

| | Revenue recognized in excess of amounts billable
under long-term contracts accounted for under the percentage-of-completion method
are recorded as unbilled receivables in the accompanying consolidated balance
sheets. Unbilled receivables are
billable upon various events, including the attainment of performance
milestones, delivery of hardware, submission of progress bills based on time
and materials, or completion of the contract. |
| --- | --- |
| | In the case of the Company’s mobile data
communications segment’s Movement Tracking System contract with the
U.S. Army, the Company utilizes the percentage-of-completion method and estimates
total contract revenues, which are subject to annual funding
appropriations. However, the Company
does not recognize revenue, or record unbilled receivables, until it receives
fully funded orders. |
| | Most government contracts have termination for
convenience clauses that provide the customer with the right to terminate the
contract at any time. Historically,
the Company has not experienced material contract terminations or write-offs
of unbilled receivables. |
| | The Company addresses customer acceptance provisions
in assessing its ability to perform its contractual obligations under
long-term contracts. Historically,
the Company has been able to perform on its long-term contracts. |
| (d) | Cash, Cash Equivalents and Restricted Cash |
| | Cash equivalents are temporary cash investments with
a maturity of three months or less when purchased. Cash equivalents, primarily U.S. treasury securities with a
maturity of three months or less, at July 31, 2005 and 2004 amounted to
$205,527,000 and $151,381,000, respectively.
These investments are carried at cost, which approximates fair market
value. Restricted cash as of July 31,
2005 and 2004 represents the amount the Company has pledged against
guarantees of performance on certain of its contracts. |
| (e) | Inventories |
| | Work-in-process inventory reflects all accumulated
production costs, which are comprised of direct production costs and
overhead, and is reduced by amounts recorded in cost of sales as the related
revenue is recognized. These
inventories are reduced to their estimated net realizable value by a charge
to cost of sales in the period such excess costs are determined. |
| | Raw materials and components and finished goods
inventory are stated at the lower of cost or market, computed on the
first-in, first-out (“FIFO”) method. |
| (f) | Long-Lived Assets |
| | The Company’s plant and equipment, which are
recorded at cost, are depreciated or amortized over their estimated useful
lives (building and improvements – forty years, equipment – three to eight
years) under the straight-line method.
Capitalized values of properties under leases are amortized over the
life of the lease or the estimated life of the asset, whichever is less. |
| | Goodwill represents the excess cost of a business
acquisition over the fair value of the net assets acquired. In accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible
Assets,” goodwill is not amortized.
The Company periodically, at least on an annual basis, reviews
goodwill, considering factors such as projected cash flows and revenue and
earnings multiples, to determine whether the carrying value of the goodwill
is impaired. If the goodwill is
deemed to be impaired, the difference between the carrying amount reflected
in the financial statements and the estimated fair value is recognized as an
expense in the period in which the impairment occurs. The Company defines its reporting units to
be the same as its segments. |
| | The
Company assesses the recoverability of the carrying value of its other
long-lived assets, including identifiable intangible assets with finite
useful lives, whenever events or changes in circumstances indicate that
the carrying amount of the assets may not be recoverable. The
Company evaluates the recoverability of such assets based upon the expectations
of undiscounted cash flows from such assets. If the sum of the |

F-10

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

| | expected future undiscounted cash flows were less than the carrying amount of the asset, a loss would be recognized for
the difference between the fair value and the carrying amount. |
| --- | --- |
| (g) | Research and Development Costs |
| | The Company charges research and development costs
to operations as incurred, except in those cases in which such costs are
reimbursable under customer funded contracts. In fiscal 2005, 2004 and 2003, the Company was reimbursed by
customers for such activities in the amount of $3,001,000, $5,749,000 and
$3,676,000, respectively. |
| (h) | Income Taxes |
| | Income taxes are accounted for under the asset and
liability method. Deferred tax assets
and liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss and
tax credit carryforwards. Deferred
tax assets and liabilities are measured using the enacted tax rates expected
to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. |
| (i) | Earnings Per Share |
| | The Company calculates earnings per share (“EPS”) in
accordance with SFAS No. 128, “Earnings per Share.” Basic EPS is computed based on the weighted average number of
shares outstanding. Diluted EPS
reflects the dilution from potential common stock issuable pursuant to the
exercise of stock options, warrants and convertible senior notes, if
dilutive, outstanding during each period.
Stock options to purchase 49,000, 105,000 and 1,070,000 shares for fiscal
2005, 2004 and 2003, respectively, were not included in the EPS calculation
because their effect would have been anti-dilutive. |
| | In accordance with EITF Issue No. 04-8, “The Effect
of Contingently Convertible Instruments on Diluted Earnings per Share,” the
Company has (i) included the impact of the assumed conversion of its 2.0%
convertible senior notes in calculating diluted EPS commencing in the fiscal
quarter ended January 31, 2005 and (ii) restated prior periods’ diluted EPS
for comparative purposes. |
| | The following table reconciles the numerators and
denominators used in the basic and diluted EPS calculations: |

| | Fiscal
Years Ended July 31, — 2005 | 2004 | 2003 |
| --- | --- | --- | --- |
| Numerator: | | | |
| Net
income for basic calculation | $ 36,655,000 | 21,827,000 | 9,709,000 |
| Effect
of dilutive securities: | | | |
| Interest
expense (net of tax) on convertible senior notes | 1,817,000 | 925,000 | — |
| Numerator
for diluted calculation | $ 38,472,000 | 22,752,000 | 9,709,000 |
| Denominator: | | | |
| Denominator
for basic calculation | 21,673,000 | 21,178,000 | 17,168,000 |
| Effect
of dilutive securities: | | | |
| Stock
options | 2,058,000 | 1,890,000 | 1,122,000 |
| Conversion
of convertible senior notes | 3,333,000 | 1,713,000 | — |
| Denominator
for diluted calculation | 27,064,000 | 24,781,000 | 18,290,000 |

F-11

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

| (j) |
| --- |
| For fiscal 2005, 2004
and 2003, the Company recorded compensation expense for employee stock options
based upon their intrinsic value on the date of grant pursuant to Accounting
Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to
Employees.” Since the exercise price for such options was equal to the fair
market value of the Company’s stock at the date of grant, the stock options
had no intrinsic value upon grant, and therefore no expense was recorded. |
| As required under
Financial Accounting Standards Board (“FASB”) SFAS No. 123, “Accounting
for Stock-Based Compensation,” and SFAS No. 148, “Accounting for Stock-Based
Compensation – Transition and Disclosure,” the pro forma effects of
share-based payments on net income and earnings per common share have been
estimated at the date of grant using the Black-Scholes option-pricing model.
The Black-Scholes option-pricing model was developed for use in estimating
the fair value of traded options that have no restrictions and are fully
transferable and negotiable in a free trading market. This model does not
consider the employment, transfer or vesting restrictions that are inherent
in the Company’s employee stock options. In addition, use of an option
valuation model, as required by SFAS No. 123, also includes highly subjective
assumptions based on long-term predictions, including the expected stock
price volatility and average life of each stock option grant. |
| For purposes of pro
forma disclosures, the estimated fair value of share-based payments is
assumed to be amortized to expense on a straight-line basis over their respective vesting periods. The
pro forma effects of recognizing compensation expense under the fair value
method on net income and earnings per share were as follows: |

| | | Fiscal
Years Ended July 31, | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | 2005 | 2004 | | 2003 | | |
| Net income, as reported | | $ 36,655,000 | | 21,827,000 | | 9,709,000 | |
| Less:
Total stock-based employee compensation expense determined under fair
value based method for all awards, net of related tax effects | | (4,236,000 | ) | (1,615,000 | ) | (629,000 | ) |
| Pro forma net income | | $ 32,419,000 | | 20,212,000 | | 9,080,000 | |
| Net income per share: | | | | | | | |
| As reported | Basic | $ 1.69 | | 1.03 | | 0.57 | |
| | Diluted | $ 1.42 | | 0.92 | | 0.53 | |
| Pro forma | Basic | $ 1.50 | | 0.95 | | 0.53 | |
| | Diluted | $ 1.28 | | 0.85 | | 0.50 | |

The per share weighted average fair value of stock options granted during fiscal 2005, 2004 and 2003 was $8.52, $6.59 and $1.89, respectively, on the date of grant. These fair values were determined using the Black-Scholes option-pricing model with the following weighted average assumptions:

2005	2004	2003
Expected dividend
yield	0 %	0 %	0 %
Expected volatility	64.83 %	53.67 %	56.59 %
Risk-free interest
rate	3.70 %	3.31 %	3.32 %
Expected life (years)	5.0	5.0	5.0

As discussed further in Note 16(a), the Company will adopt SFAS No. 123(R) in the first quarter of fiscal 2006.

F-12

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

	Financial Instruments
	The Company believes
that the book value of its current monetary assets and liabilities
approximates fair value as a result of the short-term nature of such assets
and liabilities. The Company further believes that the fair market value of
its capital lease obligations does not differ materially from the carrying
value. As of July 31, 2005, the Company estimates the fair market value of
its 2.0% convertible senior notes to be $131,000,000 based on recent trading
activity.
(l)	Use of Estimates
	The preparation of
financial statements in conformity with accounting principles generally
accepted in the United States of America requires management 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.
(m)	Comprehensive Income
	The Company has adopted
SFAS No. 130, “Reporting Comprehensive Income,” which requires companies to
report all changes in equity during a period, except those resulting from
investment by owners and distribution to owners, for the period in which they
are recognized. Comprehensive income is the total of net income and all other
non-owner changes in equity (or other comprehensive income) such as
unrealized gains/losses on securities classified as available-for-sale,
foreign currency translation adjustments and minimum pension liability
adjustments. Comprehensive income was the same as net income in fiscal 2005,
2004 and 2003.
(n)	Reclassifications
	Certain
reclassifications have been made to previously reported consolidated
financial statements to conform to the fiscal 2005 presentation.
(2) Acquisitions
	In May 2004, the
Company acquired certain assets and product lines and assumed certain
liabilities of Memotec, Inc. (“Memotec”), a subsidiary of Kontron AG, and at
the same time, purchased related inventory owned by Kontron Canada Inc., for
an aggregate purchase price of $5,187,000, including transaction costs of
$161,000. Sales and income for fiscal 2004, 2003 and 2002 relating to the
Memotec assets acquired would not have been material to the Company’s results
of operations for those periods. The acquisition was accounted for under the
purchase method of accounting. Accordingly, the Company recorded the assets
purchased and the liabilities assumed based upon their estimated fair values
at the date of acquisition. The excess of the purchase price over the fair
values of the net tangible assets acquired was $3,197,000.
	In February 2005, the
Company acquired certain assets and assumed certain liabilities of Tolt
Technologies, Inc. (“Tolt”). Tolt provides turnkey employee mobility
solutions to large enterprises, including customers that have trucking
fleets. Sales and income for fiscal 2005, 2004 and 2003 relating to the Tolt
assets acquired would not have been material to the Company’s results of
operations for those periods. The purchase price of the business was
$3,735,000, including transaction costs of $235,000. Of the total purchase
price excluding transaction costs, $2,500,000 was paid at closing and the
remaining $1,000,000, which is due in two equal installments in November 2005
and February 2006, is included in “ Accrued expenses” in the accompanying
consolidated balance sheet at July 31, 2005. Based on the achievement of
fiscal 2006 sales goals, the Company may be required to pay an earn-out of
$500,000.

F-13

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

The Memotec and Tolt purchase prices were allocated as follows:

| Fair
value of net tangible assets acquired | Memotec — $ 1,990,000 | | 4,000 | |
| --- | --- | --- | --- | --- |
| Adjustments
to record intangible assets and liabilities at fair value: | | | | |
| In-process
research and development | 940,000 | | — | — |
| Proprietary
and core technology | 820,000 | | — | 8-9 years |
| Existing
technology | 190,000 | | — | 7-9 years |
| Other
intangibles | 410,000 | | 160,000 | 6 months
to 10 years |
| Goodwill | 947,000 | | 3,571,000 | Indefinite |
| Deferred
tax liability | (110,000 | ) | — | |
| | 3,197,000 | | 3,731,000 | |
| Aggregate purchase
price | $ 5,187,000 | | 3,735,000 | |

| For Memotec, the valuation of the
in-process research
and development, existing technology and most other intangibles was based on
the value of the discounted cash flows that the assets can be expected to
generate in the future. The valuation of the core technology was based on the
discounted capitalization of the royalty expense saved since the Company owns
the asset. For Tolt, the purchase price was substantially allocated to goodwill
(which includes assembled workforce). |
| --- |
| The value ascribed to the Memotec
in-process research
and development acquired was expensed in fiscal 2004. The following table
includes the specific nature and fair value allocated to each significant
in-process research and development project acquired, as well as significant
appraisal assumptions used as of the acquisition date and the current project
status. |

| Entity Acquired | Specific
Nature of R&D Projects | As
of the Acquisition Date — Fair
Market Value Allocated | %
of Estimated Efforts Complete | Original Anticipated Completion Date | Discount Rate | Fiscal
Year Cash Flows Projected To Commence | Project Status as of July 31, 2005 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Memotec | Technology for bandwidth optimization #1 | $ 680,000 | 78% | January
2005 | 35% | 2005 | Complete |
| | Technology for bandwidth optimization #2 | 260,000 | 24% | August
2005 | 40% | 2006 | Suspended |
| | Total | $ 940,000 | | | | | |

Our purchased in-process research and development efforts are complex and unique in light of the nature of the technology, which is generally state-of-the-art. Risks and uncertainties associated with completing the projects in-process include the availability of skilled engineers, the introduction of similar technologies by others, changes in market demand for the technologies and changes in industry standards effecting the technology. The Company does not believe that the failure to eventually complete the remaining Memotec project will have a material impact on the Company’s consolidated results of operations.

F-14

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(3)
Accounts receivable consist of the following at July
31, 2005 and 2004:

| Accounts receivable
from commercial customers | 2005 — $ 30,967,000 | 27,845,000 |
| --- | --- | --- |
| Unbilled
receivables (including retainages) on contracts-in-progress | 8,811,000 | 6,684,000 |
| Amounts
receivable from the U.S. government and its agencies | 16,910,000 | 9,205,000 |
| | 56,688,000 | 43,734,000 |
| Less allowance
for doubtful accounts | 636,000 | 732,000 |
| Accounts
receivable, net | $ 56,052,000 | 43,002,000 |

| There was $2,684,000 of retainage included in
unbilled receivables at July 31, 2005. There was no retainage included in
unbilled receivables at July 31, 2004.
In the opinion of management, substantially all of the unbilled
balances will be billed and collected within one year. |
| --- |
| As of July 31, 2005, no one
customer or country represented 10% or more of total net accounts
receivable. |

(4)
Inventories consist of the following at July 31,
2005 and 2004:

Raw materials and components	2005 — $ 26,816,000	22,502,000
Work-in-process and finished goods	24,796,000	22,878,000
	51,612,000	45,380,000
Less reserve for excess and obsolete inventories	6,509,000	5,622,000
Inventories, net	$ 45,103,000	39,758,000

Inventories directly related to long-term contracts were $8,925,000 and $8,550,000 at July 31, 2005 and 2004, respectively.

(5)
Property, plant and equipment consists of the
following at July 31, 2005 and 2004:

Equipment	2005 — $ 43,060,000	35,615,000
Leasehold improvements	3,715,000	2,474,000
Equipment financed by capital lease	522,000	1,473,000
	47,297,000	39,562,000
Less accumulated depreciation and amortization	28,614,000	24,910,000
	$ 18,683,000	14,652,000

Depreciation and amortization expense on property, plant and equipment amounted to approximately $5,315,000, $4,341,000 and $3,915,000, for the fiscal years ended July 31, 2005, 2004 and 2003, respectively.

F-15

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(6)
Accrued expenses and other current liabilities consist
of the following at July 31, 2005 and 2004:

| Accrued wages
and benefits | 2005 — $ 14,439,000 | 9,972,000 |
| --- | --- | --- |
| Accrued
commissions | 5,049,000 | 3,255,000 |
| Accrued warranty | 7,910,000 | 4,990,000 |
| Accrued
hurricane related costs (See Note
13(c)) | 2,331,000 | — |
| Accrued business
acquisition payments (See Note 2) | 1,000,000 | — |
| Other | 3,768,000 | 2,298,000 |
| | $ 34,497,000 | 20,515,000 |

The Company provides standard warranty coverage for most of its products for a period of at least one year from the date of shipment. The Company records a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Changes in the Company’s product warranty liability during the fiscal years ended July 31, 2005 and 2004 were as follows:

| | Fiscal
Years Ended July 31, — 2005 | 2004 | | |
| --- | --- | --- | --- | --- |
| Balance at beginning of period | $ 4,990,000 | | 3,139,000 | |
| Provision for warranty obligations | 5,958,000 | | 4,553,000 | |
| Acquired obligations | 450,000 | | — | |
| Charges incurred | (3,488,000 | ) | (2,702,000 | ) |
| Balance at end of period | $ 7,910,000 | | 4,990,000 | |

(7)
Other obligations consist of the following at July
31, 2005 and 2004:

| Obligations under capital leases and for technology
purchase | 2005 — $ 631,000 | 392,000 |
| --- | --- | --- |
| Less current installments | 235,000 | 234,000 |
| | $ 396,000 | 158,000 |

| Other obligations in both years related to certain
equipment and a technology license.
The net carrying value of assets under these obligations was $864,000
and $1,882,000 at July 31, 2005 and 2004, respectively. |
| --- |
| Future minimum lease payments under other obligations
as of July 31, 2005 are: |

| Fiscal years ending July
31, | |
| --- | --- |
| 2006 | $ 276,000 |
| 2007 | 180,000 |
| 2008 | 150,000 |
| 2009 | 113,000 |
| Total minimum
lease payments | 719,000 |
| Less amounts
representing interest (at rates ranging from 6.90% to 8.0%) | 88,000 |
| | 631,000 |
| Less current installments | 235,000 |
| Other obligations, net of current installments | $ 396,000 |

F-16

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(8)
(a)	2.0% Convertible Senior Notes due 2024
	On January 27, 2004, the
Company issued $105,000,000 of its 2.0% 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 $101,179,000 after deducting the initial purchaser’s
discount and other transaction costs.
	The notes bear interest at an
annual rate of 2.0% and, during certain periods, the notes are convertible
into shares of the Company’s common stock at an initial conversion price of
$31.50 per share (a conversion rate of 31.7460 shares per $1,000 original
principal amount of notes), subject to adjustment in certain
circumstances. The notes may be
converted if, during a conversion period on each of at least 20 trading days,
the closing sale price of the Company’s common stock exceeds 120% of the
conversion price in effect. Upon
conversion of the notes, in lieu of delivering common stock, the Company may,
in its discretion, deliver cash or a combination of cash and common
stock. The Company may, at its
option, redeem some or all of the notes on or after February 4, 2009. Holders of the notes will have the right
to require the Company to repurchase some or all of the outstanding notes on
February 1, 2011, February 1, 2014 and February 1, 2019 and upon certain
events, including a change in control.
If not redeemed by the Company or repaid pursuant to the holders’
right to require repurchase, the notes mature on February 1, 2024.
	The 2.0% interest is payable
in cash, semi-annually, through February 1, 2011. After such date, the 2.0% interest will be accreted into the
principal amount of the notes. Also,
commencing with the six month period beginning February 1, 2009, if the
average note price for the applicable trading period equals 120% or more of
the accreted principal amount of such notes, the Company will pay contingent
interest at an annual rate of 0.25%.
	The notes are general unsecured obligations of the
Company, ranking equally in right of payment with all of its other existing
and future unsecured senior indebtedness and senior in right of payment to
any of its future subordinated indebtedness.
All of the Company’s subsidiaries have issued full and unconditional
guarantees in favor of the holders of the Company’s 2.0% convertible senior
notes, except for the subsidiary that purchased certain assets and assumed
certain liabilities of Memotec (the “Memotec Subsidiary”). The Memotec Subsidiary’s total assets,
equity, sales, income from continuing operations before income taxes and cash
flows from operating activities were less than 3% of the corresponding
consolidated amount. These full and
unconditional guarantees are joint and several. Other than supporting the operations of its subsidiaries,
Comtech Telecommunications Corp. (the “Parent”) has no independent assets or
operations and there are currently no significant restrictions on its
ability, or the ability of the guarantors, to obtain funds from each other by
dividend or loan.
	The net proceeds of the offering are being used for
working capital and general corporate purposes and potentially may be used
for future acquisitions of businesses or technologies or repurchases of the
Company’s common stock. The Company
filed a registration statement with the Securities and Exchange Commission (“SEC”),
which has become effective, for the resale of the notes and the shares of
common stock issuable upon conversion of the notes.
(b)	Term Loan Agreement
	In July 2000, in connection with an acquisition, the
Company entered into a secured loan agreement with The Teachers’ Retirement
System of Alabama, The Employees’ Retirement System of Alabama, the Alabama
Heritage Trust Fund, PEIRAF – Deferred Compensation Plan, and State Employees’
Health Insurance Fund which provided a term loan in the amount of
$40,000,000, expiring on June 30, 2005.
Costs incurred to obtain the financing amounted to $289,000 and were
included in other assets, net of amortization, in the accompanying
consolidated balance sheet. The principal amount of the loan outstanding bore
interest at the per annum rate of 9.25%.
In fiscal 2002, the Company made a partial principal prepayment of
$19,217,000 against the loan, in addition to scheduled principal payments in
fiscal 2001 aggregating $2,100,000.
The Company prepaid the remainder of the loan in fiscal 2003.

F-17

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Income Taxes
The provision for income taxes included in the
accompanying consolidated statements of operations consists of the following:

| | Fiscal
Years Ended July 31, — 2005 | 2004 | | 2003 | | |
| --- | --- | --- | --- | --- | --- | --- |
| Federal – current | $ 13,135,000 | | 7,664,000 | | 6,185,000 | |
| Federal – deferred | 2,605,000 | | 2,122,000 | | (1,894,000 | ) |
| State and local – current | 931,000 | | 504,000 | | 386,000 | |
| State and local – deferred | 163,000 | | 133,000 | | (108,000 | ) |
| Foreign – current | (32,000 | ) | 24,000 | | — | |
| Foreign – deferred | — | | (176,000 | ) | — | |
| | $ 16,802,000 | | 10,271,000 | | 4,569,000 | |

The provision for income taxes differed from the amounts computed by applying the U.S. Federal income tax rate as a result of the following:

| | Fiscal
Years Ended July 31, | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2005 | | | 2004 | | | | 2003 | | | | |
| | Amount | Rate | | Amount | | Rate | | Amount | | Rate | | |
| Computed
“expected” tax expense | $ 18,710,000 | | 35.0 | % | 11,234,000 | | 35.0 | % | 4,997,000 | | 35.0 | % |
| Increase
(reduction) in income taxes resulting from: | | | | | | | | | | | | |
| Change
in the beginning of the year valuation allowance for deferred tax assets | (1,189,000 | ) | (2.2 | ) | (350,000 | ) | (1.1 | ) | (350,000 | ) | (2.4 | ) |
| Research
and experimentation credits | (694,000 | ) | (1.3 | ) | (454,000 | ) | (1.4 | ) | (400,000 | ) | (2.8 | ) |
| Extraterritorial
income exclusion | (1,862,000 | ) | (3.5 | ) | (856,000 | ) | (2.7 | ) | (286,000 | ) | (2.0 | ) |
| Nondeductible
compensation | 906,000 | | 1.7 | | — | | — | | — | | — | |
| State
and local income taxes, net of Federal benefit | 711,000 | | 1.3 | | 414,000 | | 1.3 | | 181,000 | | 1.3 | |
| Other | 220,000 | | 0.4 | | 283,000 | | 0.9 | | 427,000 | | 2.9 | |
| | $ 16,802,000 | | 31.4 | % | 10,271,000 | | 32.0 | % | 4,569,000 | | 32.0 | % |

F-18

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at July 31, 2005 and 2004 are presented below.

	2005
Deferred tax assets:
Allowance
for doubtful accounts receivable	$ 236,000		272,000
Intangibles	848,000		4,029,000
Inventory
and warranty reserves	4,930,000		3,895,000
Compensation
and commissions	1,925,000		1,858,000
State
research and experimentation credits	1,781,000		—
Other	1,001,000		763,000
Less valuation allowance	(2,093,000	)	(1,500,000	)
Total
deferred tax assets	8,628,000		9,317,000
Deferred tax liabilities:
Convertible
senior notes	(3,836,000	)	(1,297,000	)
Plant
and equipment	(2,687,000	)	(3,147,000	)
Total
deferred tax liabilities	(6,523,000	)	(4,444,000	)
Net
deferred tax assets	$ 2,105,000	$	4,873,000

The Company provides for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires an asset and liability based approach in accounting for income taxes. In assessing the realizability of deferred tax assets and liabilities, management considers whether it is more likely than not that some portion or all of them will not be realized. As of July 31, 2005 and 2004, the Company’s deferred tax asset has been offset by a valuation allowance related to (i) the extended write off period of in-process research and development relating to certain acquisitions and (ii) state research and experimentation credits which may not be utilized in future periods. The Company must generate approximately $29,000,000 of taxable income to fully utilize its deferred tax assets. Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets.

(10)
(a)	Stock Splits
	In July 2003, the Company completed a three-for-two
stock split, which was effected in the form of a 50% stock dividend.
Additionally, in April 2005, the Company completed a three-for-two stock
split, which was effected in the form of a 50% stock dividend. All share and
per share information in the consolidated financial statements and notes
thereto has been adjusted to reflect the stock splits.
(b)	Private Placement of Common Stock
	In July 2003, the Company sold 3,150,000 shares of
its common stock in a private placement transaction. The aggregate proceeds to the Company were
$38,191,000, net of related costs of $2,402,000. The shares were registered with the SEC in August 2003.

F-19

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

| (c) |
| --- |
| The Company has stock option and stock purchase
plans and warrant agreements as follows: |
| 1993 Incentive Stock Option Plan –
The 1993 Incentive Stock Option Plan, as amended, provided for the granting
to key employees and officers of incentive and non-qualified stock options to
purchase up to 2,345,625 shares of the Company’s common stock at prices
generally not less than the fair market value at the date of grant with the
exception of anyone who, prior to the grant, owns more than 10% of the voting
power, in which case the exercise price cannot be less than 110% of the fair
market value. In addition, it
provided formula grants to non-employee members of the Board of
Directors. The term of the options
could be no more than ten years.
However, for incentive stock options granted to any employee who,
prior to the granting of the option, owns stock representing more than 10% of
the voting power, the option term could be no more than five years. As of July 31, 2005, the Company had
granted stock options representing the right to purchase an aggregate of
2,100,593 shares (net of 344,066 canceled options) at prices ranging between
$0.67 - $5.31 per share, of which 251,587 are outstanding at July 31, 2005.
To date, 1,849,006 shares have been exercised. Outstanding awards have been transferred to the 2000 Stock
Incentive Plan. The terms applicable
to these awards prior to the transfer continue to apply. The plan was terminated by the Board of
Directors in December 1999 due to the approval by the shareholders of the
2000 Stock Incentive Plan. |
| 2000 Stock Incentive Plan – The
2000 Stock Incentive Plan, as amended, provides for the granting to all
employees and consultants of the Company (including prospective employees and
consultants) non-qualified stock options, stock appreciation rights,
restricted stock, performance shares, performance units and other stock-based
awards. In addition, employees of the
Company are eligible to be granted incentive stock options. Non-employee directors of the Company are
eligible to receive non-discretionary grants of nonqualified stock options
subject to certain limitations. The
aggregate number of shares of common stock which may be issued may not exceed
4,237,500 plus the shares that were transferred to the Plan relating to
outstanding awards that were previously granted under the 1982 Incentive
Stock Option Plan and the 1993 Incentive Stock Option Plan. The Stock Option Committee of the Board of
Directors, consistent with the terms of the Plan, will determine the types of
awards to be granted, the terms and conditions of each award and the number
of shares of common stock to be covered by each award. Grants of incentive and non- qualified
stock options may not have a term exceeding ten years or no more than five
years in the case of an incentive stock option granted to a stockholder who
owns stock representing more than 10% of the voting power. As of July 31, 2005, the Company had
granted stock options representing the right to purchase an aggregate of
3,986,700 shares at prices ranging between $3.13 - $35.79 of which 324,925
options were canceled and 2,315,295 are outstanding at July 31, 2005. As of July 31, 2005, 1,346,480 stock
options have been exercised. All
options granted through July 31, 2005 have had exercise prices equal to the
fair market value of the stock on the date of grant and a term of ten years. |
| Warrants Issued Pursuant to Acquisition –
In connection with an acquisition in fiscal 1999, the Company issued warrants
to the acquiree’s owners and creditors to purchase 337,500 shares of the
Company’s common stock at an exercise price of $2.92. All warrants were exercised as of July 31,
2004. |
| Employee Stock Purchase Plan – The
Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan (“The
Purchase Plan”) was approved by the shareholders on December 12, 2000. Pursuant to the Purchase Plan, 675,000
shares of the Company’s common stock were reserved for issuance. The Purchase Plan is intended to provide
eligible employees of the Company the opportunity to acquire common stock in
the Company at 85% of fair market value at date of issuance through
participation in the payroll-deduction based employee stock purchase plan. Through fiscal 2005, the Company issued
208,673 shares of its common stock to participating employees in connection
with the Purchase Plan. |

F-20

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(d) Option Activity

The following table sets forth summarized information concerning the Company’s stock options:

| Outstanding at
July 31, 2002 | 2,618,414 | $ | 3.98 |
| --- | --- | --- | --- |
| Granted | 758,250 | | 3.67 |
| Expired/canceled | (142,313 | ) | 5.11 |
| Exercised | (632,070 | ) | 2.51 |
| Outstanding at July
31, 2003 | 2,602,281 | | 4.18 |
| Granted | 988,875 | | 13.07 |
| Expired/canceled | (35,025 | ) | 5.88 |
| Exercised | (450,225 | ) | 3.36 |
| Outstanding at
July 31, 2004 | 3,105,906 | | 7.11 |
| Granted | 732,750 | | 15.20 |
| Expired/canceled | (61,975 | ) | 10.25 |
| Exercised | (1,209,799 | ) | 5.98 |
| Outstanding at
July 31, 2005 | 2,566,882 | $ | 9.87 |
| Options
exercisable at July 31, 2005 | 238,192 | $ | 7.89 |
| Options
available for grant at July 31, 2005 | 808,285 | | |

The options outstanding as of July 31, 2005 are summarized in ranges as follows:

Range of exercise price — $ 1.00 – 5.00	$ 2.78	652,762	5 years
5.01 – 8.00	5.79	415,770	6 years
8.01 – 18.00	12.55	1,263,600	9 years
18.01 – 36.00	22.42	234,750	9 years

| (e) |
| --- |
| In October 1998, a total of 506,250 restricted
shares of the Company’s common stock were granted by the Board of Directors
to the principal officers and employees of the Company’s subsidiary, Comtech
Mobile Datacom Corp. (“CMDC”). The award related to services to be
provided over future years and, as a result, the stock awards were subject to
certain restrictions which could be removed earlier upon CMDC attaining
certain business plan milestones, as provided in the agreement, but no later
than ten years from the date of the award. These awards also automatically
vested upon the employees’ retirement or termination of employment by the
Company without cause. The excess of
market value over cost of the shares awarded of $1,041,000 was recorded as
deferred compensation and reflected as a reduction of stockholders’ equity in
the accompanying consolidated balance sheets. As of July 31, 2004, the deferred compensation was fully
amortized. |

F-21

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(11)
Sales by geography and customer type, as a
percentage of consolidated net sales, are as follows:

| | Fiscal
Years Ended July 31, — 2005 | 2004 | 2003 |
| --- | --- | --- | --- |
| United States | | | |
| U.S. government | 42.1 % | 40.1 % | 44.2 % |
| Commercial customers | 13.9 % | 14.5 % | 16.1 % |
| Total
United States | 56.0 % | 54.6 % | 60.3 % |
| International | | | |
| North African country | 13.2 % | 14.1 % | 10.2 % |
| Other international
customers | 30.8 % | 31.3 % | 29.5 % |
| Total
International | 44.0 % | 45.4 % | 39.7 % |

| | International sales include sales to U.S domestic
companies for inclusion in products that will be sold to international
customers. In fiscal 2005, except for sales to the U.S. government, one
customer, a prime contractor, represented 10.2% of consolidated net sales. In
fiscal 2004 and 2003, except for sales to the U.S. government, one customer,
another prime contractor, represented 12.5% and 19.8% of consolidated net
sales, respectively. |
| --- | --- |
| (12) | Segment Information |
| | Reportable
operating segments are determined based on the Company’s management
approach. The management approach, as defined by SFAS No. 131, is based on
the way that the chief operating decision-maker organizes the segments within an
enterprise for making operating decisions and assessing performance. While
the Company’s results of operations are primarily reviewed on a
consolidated basis, the chief operating decision-maker also manages the
enterprise in three segments: (i) telecommunications transmission, (ii)
mobile data communications and (iii) RF microwave amplifiers.
Telecommunications transmission products include analog and digital modems,
frequency converters, power amplifiers, satellite very small aperture terminal
(“VSAT”) transceivers and antennas, voice gateways and
over-the-horizon microwave communications products and systems. Mobile data
communications provide satellite-based mobile tracking and messaging hardware
and related services, as well as turnkey employee mobility solutions. RF
microwave amplifier products include solid-state high-power amplifier products
that use the microwave and radio frequency spectrums. Unallocated assets consist
principally of cash, deferred financing costs and deferred tax assets.
Unallocated expenses result from such corporate expenses as legal, accounting
and executive compensation. Interest expense associated with the
Company’s 2.0% convertible senior notes is not allocated to the operating
segments. Substantially all of the Company’s long-lived assets are
located in the U.S. |
| | Corporate
management defines and reviews segment profitability based on the same
allocation methodology as presented in the segment data tables.
Intersegment sales in fiscal 2005, 2004 and 2003 by the telecommunications
transmission segment to the RF microwave amplifiers segment were $8,579,000,
$3,598,000 and $3,617,000, respectively. In fiscal 2005, 2004 and 2003,
intersegment sales by the telecommunications transmission segment to the mobile
data communications segment were $19,466,000,
$12,776,000 and $14,858,000, respectively. Intersegment sales have been
eliminated from the tables below. In fiscal 2004, operating income in the
telecommunications transmission segment includes an in-process research and
development charge of $940,000. |

F-22

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

| Fiscal
2005 (in thousands) — Net sales | Telecommunications Transmission — $ 174,488 | | 86,084 | 47,318 | — | | 307,890 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Operating
income (expense) | 40,194 | | 11,848 | 8,224 | (8,202 | ) | 52,064 |
| Interest income | (2 | ) | 1 | 3 | 4,070 | | 4,072 |
| Interest expense | 22 | | — | 11 | 2,646 | | 2,679 |
| Depreciation
and amortization | 5,497 | | 796 | 1,262 | 88 | | 7,643 |
| Expenditure
for long-lived assets, including intangibles | 6,962 | | 5,344 | 1,604 | 65 | | 13,975 |
| Total assets | 99,197 | | 32,827 | 25,320 | 225,059 | | 382,403 |
| Fiscal
2004 (in thousands) | Telecommunications Transmission | Mobile
Data Communications | RF
Microwave Amplifiers | Unallocated | | Total | |
| Net sales | $ 141,514 | | 59,784 | 22,092 | — | | 223,390 |
| Operating
income (expense) | 29,210 | | 9,526 | 261 | (6,395 | ) | 32,602 |
| Interest income | 4 | | 3 | — | 914 | | 921 |
| Interest expense | 33 | | — | 22 | 1,370 | | 1,425 |
| Depreciation
and amortization | 4,832 | | 413 | 1,082 | 187 | | 6,514 |
| Expenditure
for long-lived assets, including intangibles | 6,473 | | 1,552 | 652 | 494 | | 9,171 |
| Total assets | 88,629 | | 21,276 | 22,934 | 173,551 | | 306,390 |
| Fiscal
2003 (in thousands) | Telecommunications Transmission | Mobile
Data Communications | RF
Microwave Amplifiers | Unallocated | | Total | |
| Net sales | $ 102,634 | | 48,079 | 23,322 | — | | 174,035 |
| Operating
income (expense) | 14,219 | | 5,202 | 1,745 | (4,360 | ) | 16,806 |
| Interest income | 10 | | — | 1 | 264 | | 275 |
| Interest expense | 1,863 | | — | 940 | — | | 2,803 |
| Depreciation
and amortization | 4,498 | | 319 | 1,184 | 257 | | 6,258 |
| Expenditure
for long-lived assets, including intangibles | 3,623 | | 682 | 427 | 75 | | 4,807 |
| Total assets | 65,105 | | 21,244 | 20,462 | 57,439 | | 164,250 |

(13) Commitments and Contingencies

| (a) |
| --- |
| The Company is obligated under noncancellable
operating lease agreements, including satellite lease expenditures relating
to its mobile data communications segment contracts. At July 31, 2005, the future minimum lease
payments under operating leases are as follows: |

2006	$
2007	2,450,000
2008	2,053,000
2009	1,749,000
2010	1,607,000
Thereafter	1,211,000
Total	$ 17,562,000

F-23

| COMTECH
TELECOMMUNICATIONS CORP. |
| --- |
| AND SUBSIDIARIES |
| Notes to Consolidated
Financial Statements, Continued |

| | Lease expense charged to operations was $3,018,000,
$2,866,000 and $2,558,000 in fiscal 2005, 2004 and 2003, respectively. Lease
expense excludes satellite lease expenditures incurred of approximately
$11,854,000, $11,233,000 and $10,043,000 in fiscal 2005, 2004 and 2003,
respectively, relating to the Company’s mobile data communications segment
contracts. |
| --- | --- |
| | In December 1991, the Company and a partnership
controlled by the Company’s Chairman, Chief Executive Officer and President
entered into an agreement in which the Company leases from the partnership
its corporate headquarters and Melville, New York production facility. The lease was for an initial term of ten
years. In December 2001, the Company
exercised its option for an additional ten-year period. For financial reporting purposes, the
lease for the extension period is an operating lease. The annual rentals, of approximately $524,000
for fiscal 2005, are subject to annual adjustments equal to the lesser of 5%
or the change in the Consumer Price Index. |
| (b) | United States Government Contracts |
| | Certain of the Company’s contracts are subject to
audit by applicable governmental agencies.
Until such audits are completed, the ultimate profit on these
contracts cannot be determined; however, it is management’s belief that the
final contract settlements will not have a material adverse effect on the
Company’s consolidated financial position or results of operations. |
| (c) | Legal Proceedings |
| | The Company is subject to certain legal actions,
which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to
accurately predict, the Company believes that the outcome of these actions
will not have a material effect on its consolidated financial position or
results of operations. |
| | During the first quarter of fiscal 2005, two of the
Company’s leased facilities located in Florida experienced hurricane damage
to both leasehold improvements and personal property. As of July 31, 2005, the Company has
substantially completed all restoration efforts relating to the hurricane
damage and has received $2,787,000 in advances from its insurance carrier. At
July 31, 2005, the Company has recorded an $816,000 insurance recovery
receivable and has accrued a total of $2,331,000 for hurricane related costs.
The Company has a written agreement with its general contractor which the
Company believes limits its liability to the amount of insurance proceeds
ultimately received. The Company’s
general contractor is in a dispute with certain of its subcontractors. As a
result, in May 2005, the Company placed approximately $1,422,000, which
represents the amount of insurance proceeds still payable to the general
contractor, into an escrow account with the 9 th Judicial Circuit
Court in Orange County, Florida. The Company is awaiting the Court’s
direction as to how these funds should be disbursed. The Company is also continuing its efforts
to work with the insurance carrier and the general contractor and its
subcontractors to finalize the amount of any additional insurance
proceeds. The Company does not expect
that the outcome of this matter will have a material effect on its
consolidated financial position or results of operations. |
| (d) | Employment Contracts |
| | The Company has employment agreements with its
Chairman of the Board, Chief Executive Officer and President (the “Chairman”),
and its Executive Vice President and Chief Financial Officer (the “Chief
Financial Officer”). |
| | The Chairman’s agreement which was amended and
restated in June 2003 provides, among other things, for his employment until
July 31, 2008 at a current base compensation of $575,000 per annum and
incentive compensation equal to 3.5% of the Company’s pre-tax income, not to
exceed his base salary, plus such additional amounts, if any, as the Board of
Directors may from time to time determine.
The employment period is automatically extended for successive two
year periods unless either party gives notice of non-extension at least six
months in advance of the scheduled termination date. The agreement also
provides for payment to the Chairman in the event of a change in control of
the Company. |
| | The Chief Financial Officer’s agreement which was
amended and restated in June 2003 provides, among other things, for his
employment until July 31, 2006 at a current base compensation of $340,000 per
annum |

F-24

| COMTECH TELECOMMUNICATIONS
CORP. |
| --- |
| AND SUBSIDIARIES |
| Notes to Consolidated
Financial Statements, Continued |

(14)	Stockholder Rights Plan
	On December 15, 1998, the Company’s Board of
Directors approved the adoption of a stockholder rights plan in which one
stock purchase right (“Right”) was distributed as a dividend on each
outstanding share of the Company’s common stock to stockholders of record at
the close of business on January 4, 1999.
Under the plan, the Rights will be exercisable only if triggered by a
person or group’s acquisition of 15% or more of the Company’s common
stock. If triggered, each Right,
other than Rights held by the acquiring person or group, would entitle its
holder to purchase a specified number of the Company’s common shares for 50%
of their market value at that time.
Unless a 15% acquisition has occurred, the Rights may be redeemed by
the Company at any time prior to the termination date of the plan.
	This Right to purchase common stock at a discount
will not be triggered by a person or group’s acquisition of 15% or more of
the common stock pursuant to a tender or exchange offer which is for all
outstanding shares at a price and on terms that Comtech’s Board of Directors
determines (prior to acquisition) to be adequate and in the best interest of
the Company and its stockholders. The
Rights will expire on December 15, 2008.
(15)	Intangible Assets
	Intangible
assets with definite lives arising from acquisitions as of July 31,
2005 and 2004 are as follows:

	2005 — Gross Carrying Amount	Accumulated Amortization	2004 — Gross Carrying Amount	Accumulated Amortization
Existing technology	$ 12,456,000	7,741,000	12,456,000	5,992,000
Technology
license	2,154,000	422,000	2,154,000	314,000
Proprietary and
core technology	2,794,000	610,000	2,210,000	318,000
Other	834,000	342,000	673,000	163,000
Total	$ 18,238,000	9,115,000	17,493,000	6,787,000

| Amortization expense for the years ended July 31,
2005, 2004 and 2003 was $2,328,000, $2,067,000 and $2,039,000,
respectively. The estimated
amortization expense for the fiscal years ending July 31, 2006, 2007, 2008,
2009 and 2010 is $2,360,000, $2,208,000, $954,000, $910,000 and $812,000,
respectively. |
| --- |
| The changes in carrying amount of goodwill by segment for the fiscal years ended July
31, 2005 and 2004 are as follows: |

| Balance at July
31, 2003 | Telecommunications Transmission — $ 7,870,000 | | 1,434,000 | 8,422,000 | Total — $ 17,726,000 | |
| --- | --- | --- | --- | --- | --- | --- |
| Acquisition of
Memotec | 995,000 | | — | — | 995,000 | |
| Balance at July
31, 2004 | 8,865,000 | | 1,434,000 | 8,422,000 | 18,721,000 | |
| Acquisition of
Tolt | — | | 3,571,000 | — | 3,571,000 | |
| Memotec
adjustment | (48,000 | ) | — | — | (48,000 | ) |
| Balance at July
31, 2005 | $ 8,817,000 | | 5,005,000 | 8,422,000 | $ 22,244,000 | |

F-25

| COMTECH
TELECOMMUNICATIONS CORP. |
| --- |
| AND SUBSIDIARIES |
| Notes to Consolidated
Financial Statements, Continued |

(16)
(a)	Impact
of SFAS No. 123(R), “Share-Based Payments”
	In December 2004, the FASB issued SFAS No.
123(R), which requires companies to expense the estimated fair value of
employee stock options and similar awards. SFAS No. 123(R) replaces SFAS No.
123 and supersedes APB Opinion No. 25. In March 2005, the SEC issued Staff
Accounting Bulletin No. 107 (“SAB 107”) which generally provides the SEC
staff’s views regarding SFAS No. 123(R). SAB 107 provides guidance on how to
determine the expected volatility and expected term inputs into a valuation
model used to determine the fair value of share-based payments. SAB 107 also provides guidance related to
numerous aspects of the adoption of SFAS No. 123(R) such as income taxes,
capitalization of compensation costs, modification of share-based payments
prior to adoption and the classification of expenses. The Company will apply
the principles of SAB 107 in conjunction with its adoption of SFAS No.
123(R).
	Beginning with the first quarter of fiscal 2006, the
Company will adopt the provisions of SFAS No. 123(R) using a modified
prospective application. Under the modified prospective application, SFAS No.
123(R), which provides certain changes to the methodology for valuing
share-based compensation among other changes, will apply to new awards and to
awards outstanding on the effective date that are subsequently modified or
cancelled. Compensation expense for outstanding awards for which the
requisite service had not been rendered as of the effective date will be
recognized over the remaining service period using the compensation cost
calculated for pro forma disclosure purposes under SFAS No. 123.
	At July 31, 2005, the total unamortized compensation
expense related to the 2,328,690 unvested options that were outstanding, as
determined in accordance with SFAS No. 123, was approximately $8,500,000 before income taxes. This amount
will be amortized over the remaining vesting periods. In addition, during the first quarter of
fiscal 2006 (through September 22, 2005), the Company’s Executive
Compensation Committee granted a total of 606,000 nonqualified stock options,
all of which had a term of five years and generally had exercise prices equal
to the fair market value of the stock on the date of grant. Based on the
total number of outstanding options (through September 22, 2005), the Company
expects to record amortization of stock compensation expense in fiscal 2006
of approximately $5,300,000 before income taxes, of which $1,300,000 is
expected to be recognized during the first quarter of fiscal 2006.
	SFAS No. 123(R) also requires the benefits of tax
deductions in excess of recognized compensation expense to be reported as a
financing cash flow, rather than as an operating cash flow as prescribed
under current accounting rules. This
requirement will reduce net operating cash flow and increase net financing
cash flow in periods after adoption.
Total cash flow will remain unchanged.
(b)	Impact
of Other Recent Accounting Pronouncements
	In October 2004, the FASB ratified , the consensus
reached by the EITF with respect to Issue No. 04-8, “The Effect of
Contingently Convertible Debt on Diluted Earnings Per Share.” The EITF’s
consensus states that shares of common stock contingently issuable pursuant
to contingent convertible securities should be included in diluted earnings
per share computations (if dilutive) regardless of whether their market price
triggers (or other contingent features) have been met. EITF 04-8 was
effective for reporting periods ending after December 15, 2004. As further
discussed in Note 1, the Company has (i) included the impact of the assumed
conversion of its 2.0% convertible senior notes in calculating diluted EPS
commencing in the fiscal quarter ended January 31, 2005 and (ii) restated
prior periods’ diluted EPS for comparative purposes.
	In November 2004, the FASB issued SFAS
No. 151, “Inventory Costs - an amendment of Accounting Research Bulletin
No. 43, Chapter 4. SFAS
No. 151 requires all companies to recognize a current period charge for
abnormal amounts of idle facility expense, freight, handling costs and wasted
materials. This statement also requires that the allocation of fixed
production overhead to the costs of conversion be based on the normal
capacity of the production facilities. The Company adopted this statement on
August 1, 2005 and it has not had a material impact on its consolidated
financial statements.

F-26

| COMTECH
TELECOMMUNICATIONS CORP. |
| --- |
| AND SUBSIDIARIES |
| Notes to Consolidated
Financial Statements, Continued |

	In May 2005, the FASB issued SFAS No. 154, “Accounting
Changes and Error Corrections,” which changes the requirements for the
accounting and reporting of a change in accounting principle. SFAS No. 154
applies to all voluntary changes in accounting principles, as well as to
changes required by an accounting pronouncement that does not include
specific transition provisions. SFAS No. 154 eliminates the requirement to
include the cumulative effect of changes in accounting principle in the
income statement and instead requires that changes in accounting principle be
retroactively applied. A change in accounting estimate continues to be
accounted for in the period of change and future periods if necessary. A
correction of an error continues to be reported by restating prior period
financial statements. SFAS No. 154 applies to accounting changes and
corrections of errors made on or after January 1, 2006.
	In June 2005, the FASB issued FASB Staff Position
No. 143-1, “Accounting for Electronic Equipment Waste Obligations,” to
address the accounting for obligations associated with Directive 2002/96/EC
on Waste Electrical and Electronic Equipment adopted by the European Union (“EU”).
This guidance is effective beginning on the later of the first reporting
period ending after June 8, 2005 or the date of adoption of the law by the
applicable EU member country. As of July 31, 2005, the EU member countries
where the majority of the Company’s sales within the EU are made have not yet
implemented the Directive. The impact of this guidance for the fiscal year
ended July 31, 2005 for the Company’s “historical waste” (as defined by the
EU) was not material and the Company continues to evaluate these new laws
and the related financial impact in the countries in which its products are
sold.
17)	Unaudited Quarterly Financial Data
	The following is a summary of unaudited quarterly
operating results (amounts in thousands, except per share data):

| Fiscal 2005 — Net
sales | First Quarter — $ 56,122 | 78,087 | 75,388 | 98,293 | 307,890 | |
| --- | --- | --- | --- | --- | --- | --- |
| Gross
profit | 27,121 | 32,290 | 29,478 | 38,477 | 127,366 | |
| Net
income | 7,076 | 10,182 | 8,372 | 11,025 | 36,655 | |
| Diluted
income per share | $ 0.28 | 0.39 | 0.32 | 0.42 | 1.42 | * |

Fiscal 2004 — Net sales	First Quarter — $ 56,296	56,794	51,244	59,056	223,390
Gross profit	20,980	20,613	20,609	25,330	87,532
Net income	5,743	5,243	4,753	6,088	21,827
Diluted income
per share	$ 0.25	0.22	0.20	0.25	0.92

• Income per share information for the full fiscal year may not equal the total of the quarters within the year as a result of rounding.

F-27

Schedule II

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Valuation and Qualifying Accounts and Reserves

Fiscal Years Ended July 31, 2005, 2004 and 2003

| Column
A — Description | Column
B — Balance
at beginning of period | Column
C Additions — Charged
to cost and expenses | Charged
to other accounts - describe | | Column
D — Transfers (deductions) - describe | Balance at end of period | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance
for doubtful accounts - accounts receivable: | | | | | | | |
| Year
ended July 31, | | | | | | | |
| 2005 | $ 732,000 | 287,000
(C | ) | — | (383,000)
(D | ) | $ 636,000 |
| 2004 | 912,000 | 147,000
(C | ) | — | (327,000)
(D | ) | 732,000 |
| 2003 | 795,000 | 246,000
(C | ) | — | (129,000)
(D | ) | 912,000 |
| Inventory reserves: | | | | | | | |
| Year
ended July 31, | | | | | | | |
| 2005 | $ 5,622,000 | 2,098,000
(A | ) | — | (1,211,000) (B | ) | $ 6,509,000 |
| 2004 | 5,099,000 | 1,193,000
(A | ) | — | (670,000)
(B | ) | 5,622,000 |
| 2003 | 3,289,000 | 2,521,000
(A | ) | — | (711,000)
(B | ) | 5,099,000 |

| (A) | Provision
for excess and obsolete inventory. |
| --- | --- |
| (B) | Write-off of
inventory. |
| (C) | Provision
for doubtful accounts. |
| (D) | Write-off of
uncollectible receivables. |

S-1