Acquisition (Tables)

12 Months Ended

Jul. 31, 2016

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in connection with the TCS acquisition:



	Preliminary Purchase Price Allocation⁽¹⁾			Measurement Period Adjustments⁽²⁾		Purchase Price Allocation (as adjusted)
Shares of TCS common stock purchased	$	318,605,000		—		318,605,000
Stock-based awards settled	21,827,000			—		21,827,000
Aggregate purchase price at fair value	$	340,432,000		—		340,432,000
Allocation of aggregate purchase price:
Cash and cash equivalents	$	59,897,000		—		59,897,000
Current assets	115,797,000			(130,000	)	115,667,000
Deferred tax assets, net, non-current	72,700,000			10,820,000		83,520,000
Property, plant and equipment	26,720,000			—		26,720,000
Other assets, non-current	2,641,000			—		2,641,000
Current liabilities (excluding interest accrued on debt)	(87,700,000		)	(32,056,000	)	(119,756,000	)
Debt (including interest accrued)	(134,101,000		)	—		(134,101,000	)
Capital lease obligations	(8,993,000		)	—		(8,993,000	)
Other liabilities	(9,156,000		)	—		(9,156,000	)
Net tangible assets at fair value	$	37,805,000		(21,366,000	)	16,439,000
Identifiable intangible assets, deferred taxes and goodwill:								Estimated Useful Lives
Customer relationships and backlog	$	225,900,000		(2,800,000	)	223,100,000		21 years
Trade names	20,000,000			—		20,000,000		10 to 20 years
Technology	35,000,000			—		35,000,000		5 to 15 years
Deferred tax liabilities	(105,422,000		)	1,051,000		(104,371,000	)
Goodwill	127,149,000			23,115,000		150,264,000		Indefinite
Allocation of aggregate purchase price	$	340,432,000		—		340,432,000


⁽¹⁾	As initially reported in the Company's Quarterly Report on Form 10-Q for the three and nine months ended April 30, 2016.

Business Acquisition, Pro Forma Information

The unaudited pro forma financial information in the table below for the fiscal year ended July 31, 2016 is presented as if Comtech's acquisition of TCS had occurred on August 1, 2014, and combines Comtech’s historical statement of operations for the fiscal year ended July 31, 2016 (which includes TCS's results of operations since the acquisition date of February 23, 2016) with TCS's historical statement of operations for the trailing five months ended December 31, 2015 and TCS's historical statement of operations for the stub period beginning January 1, 2016 and ended February 23, 2016. TCS's historical statement of operations for the trailing five months ended December 31, 2015 was derived by taking TCS's historical results of operations for the calendar year ended December 31, 2015 and deducting TCS's historical results of operations for the seven months ended July 31, 2015.

The unaudited pro forma financial information in the table below for the fiscal year ended July 31, 2015 is presented as if Comtech's acquisition of TCS had occurred on August 1, 2014, and combines Comtech's historical statement of operations for the fiscal year ended July 31, 2015 with TCS's historical statement of operations for the trailing twelve months ended July 31, 2015. TCS's historical statement of operations for the trailing twelve months ended July 31, 2015 was derived by taking TCS's historical results of operations for the calendar year ended December 31, 2014, deducting TCS's historical results of operations for the seven months ended July 31, 2014 and adding TCS's historical results of operations for the seven months ended July 31, 2015.



	For the Fiscal Years Ended July 31,
	2016			2015
Net sales	$	611,241,000		$	664,315,000
Net loss	(30,750,000		)	(13,299,000		)
Basic net loss per share	(1.81		)	(0.82		)
Diluted net loss per share	(1.81		)	(0.82		)