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Legal Proceedings and Other Matters
6 Months Ended
Jan. 31, 2013
Commitments and Contingencies Disclosure [Abstract]  
Legal Proceedings and Other Matters
(20)    Legal Proceedings and Other Matters

U.S. Government Investigations
In June 2012, certain officers and employees of the Company received subpoenas issued by the United States District Court for the Eastern District of New York (“EDNY”) seeking certain documents and records relating to our Chief Executive Officer (“CEO”). Although the EDNY subpoenas make no specific allegations, we believe the subpoenas relate to a grand jury investigation stemming from our CEO's contacts with a scientific attaché to the Israeli Purchasing Mission in the United States who our CEO met in connection with the sale of our equipment to the State of Israel during the 1980's. This scientific attaché was later alleged to have conducted intelligence operations in the U.S. In August 2012, we were informed by the U.S. government that our CEO's security clearance was suspended. In order to maintain our qualification for government contracts requiring facility security clearance, we have made certain internal organizational realignments. These changes restrict access to classified information to other Comtech senior executives, management and other employees who maintain the required level of clearance.

Separately, in connection with an investigation by the Securities and Exchange Commission (“SEC”) into trading in securities of CPI International, Inc. (“CPI”), we and our CEO, and other persons, have received subpoenas for documents from the SEC concerning transactions in CPI stock by our CEO and other persons (including one subsidiary employee). Our CEO purchased CPI stock in November 2010 which was after the September 2010 termination of our May 2010 agreement to acquire CPI.

We and our CEO are cooperating with the U.S. government regarding the above matters. The independent members of our Board of Directors are monitoring these matters with the assistance of independent counsel.

The outcome of any investigation is inherently difficult, if not impossible, to predict. However, based on our work to date in respect of the subpoenas in each matter, we do not believe that it is likely that either investigation will result in a legal proceeding against our CEO or the Company. If either of these investigations results in a legal proceeding, it could have a material adverse effect on our business and results of operations.

Defense Contract Audit Agency (“DCAA”) Audit
In May 2011, we were notified that our original BFT-1 contract, which was awarded to us on August 31, 2007 (our fiscal 2008), was selected for a post award audit by the DCAA. We received total funded orders against this contract, which expired December 31, 2011, of $377,342,000. A post award audit (sometimes referred to as a Truth in Negotiations Act or “TINA” audit) generally focuses on whether the contractor disclosed current, accurate and complete cost or pricing data in the contract negotiation process pursuant to the Federal Acquisition Regulation (“FAR”).

In January 2012, in connection with the post award audit, the Defense Contract Management Agency (“DCMA”) advised us that the fiscal 2008 award of the BFT-1 contract triggered full coverage under the Cost Accounting Standards (“CAS”), which are a set of specialized rules and standards that the U.S. government uses for determining costs on large, negotiated contracts. We advised the DCMA that we had previously addressed this issue with them in January 2008 and again provided them information in support of our view that the BFT-1 contract is subject to a CAS exemption for fixed price commercial contract line items (such as our mobile satellite transceivers and other hardware).

In March 2012, we were awarded a new three-year indefinite delivery/indefinite quantity (“IDIQ”) BFT-1 sustainment contract with the U.S. Army to provide the same type of commercial equipment and services that we previously provided under the aforementioned BFT-1 contract. This new contract incorporates specific FAR Part 12 clauses, which specify that the equipment provided under the contract is commercial (as that term is defined in the FAR). We believe that the commercial designation in our new contract also applies to the original BFT-1 contract.

In November 2012, we received a letter from the DCMA which informed us that the DCAA had determined that both our original BFT-1 contract and our new BFT-1 sustainment contract (including our mobile satellite transceivers) are subject to commercial pricing and commercial clauses. The DCMA also noted that, since the cost portion of the referenced contracts was less than $50,000,000, the contracts are only subject to modified CAS. As such, the DCMA withdrew its request for an initial CAS disclosure statement.

In December 2012, we attended an exit conference at which the DCAA presented its initial draft audit report and stated that it could not find any evidence that the contracting officer who signed the original BFT-1 contract had made a specific determination that Delivery Order No. 1 (which included our MT 2011F mobile satellite transceivers) was for commercial products. Accordingly, the DCAA draft report indicated that we were required to disclose current, accurate and complete cost or pricing data (as defined by FAR) and that we failed to do so. The DCAA indicated that it was recommending an $11,852,000 price adjustment (plus interest of $2,326,000) and that it would provide a copy of the recommended price adjustment to the contracting officer. We informed the DCAA that we believe their draft audit report and findings are erroneous and flawed. At the meeting, we advised the DCAA that although the original BFT-1 contract did not initially incorporate the FAR commercial clauses, the contract was modified in January 2008 to incorporate those clauses. In addition, we noted that the U.S. Army had previously determined, in July 2007, that the MT 2011F mobile satellite transceiver was a commercial item on a separate contract awarded to us. We also informed the DCAA auditors, who attended the meeting, of the November 2012 DCMA letter which indicated that our original BFT-1 contract and our new BFT-1 sustainment contract (including our mobile satellite transceivers) are subject to commercial pricing and commercial clauses. Irrespective of the commerciality determination, we demonstrated that the information that the DCAA stated had not been provided to the government was provided to the DCAA prior to August 2007. At the conclusion of the December 2012 exit conference, the DCAA indicated that it would revisit its draft report findings and recommendations and would inform us of its next steps.

In February 2013, the DCAA informed us that it was awaiting certain information from the DCMA and that it expected to issue a new draft report. Since no further information was provided to us by the DCAA at that time, we do not know what pricing or other adjustments, if any, it will recommend to the contracting officer.

U.S. government agencies, including the DCAA, routinely audit costs and performance on contracts, as well as accounting and general business practices. Any post award audit recommendation by a DCAA auditor is sent to the current contract officer who has the authority to determine whether or not to make a formal claim. If a claim is ultimately issued on this matter, we would vigorously contest it. We believe there is clear evidence that the equipment ordered on Delivery Order No. 1 is commercial under the FAR. If, however, it is ultimately determined that a cost or price adjustment for our BFT-1 contract is appropriate, we would be required to refund monies to the U.S. government, with interest. These amounts could have a material adverse effect on our results of operations in the period that we believe it is probable that we are required to refund monies to the U.S. government. Ultimately, we do not believe this issue will have a material adverse effect on our consolidated financial statements.

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