Ladies and gentlemen thank you for standing by. Welcome to Comtech Telecommunications Corp’s third quarter fiscal 2008 earnings conference call. At this time all participants are in a listen only mode. Later we will conduct a question and answer session. (Operator Instructions) As a reminder, this conference is being recorded. I would now like to turn the conference over to Ms. Stephanie LaMontia of Comtech Telecommunications.

Thank you and good morning. Welcome to the Comtech Telecommunications Corp conference call for the third quarter of fiscal year 2008. With us on the call this morning are Fred Kornberg, President and Chief Executive Officer of Comtech, Michael Porcelain, Senior Vice President and Chief Financial Officer, Jerome Kapelus, Senior Vice President Strategy and Business Development, Frank Otto, Senior Vice President Operations and Robert Rouse, Executive Vice President and Chief Operating Officer. A news release on the company’s results was issued yesterday afternoon. If you have not received a copy please call me and I’ll be happy to send you one. Before we proceed, I need to remind you of the company’s Safe Harbor language. Certain information presented in this call will include but not be limited to information relating to the future performance and financial condition of the company. The company’s plans and objectives, the plans and objectives of the company’s management and the company’s assumptions regarding such performance and plans are forward-looking in nature and involve certain significant risk and uncertainties. Actual results could differ materially from such forward-looking information. Any forward-looking statements are qualified in their entirety by cautionary statements contained in the company’s Security & Exchange Commission filings. In addition, I want to remind you that the tender offer discussed during this conference call is neither an offer to purchase nor a solicitation of an offer to sell securities. Investors and Radyne security holders are strongly advised to read the tender offer statement including an offer to purchase, letter of transmittal and related tender offer documents and the related solicitation recommendation statement that was filed by Radyne with the SEC. These SEC filings contain important information and are available at no charge on the SEC’s website at www.SEC.gov. With that I’m pleased to introduce the president and chief executive officer of Comtech, Frank Kornberg.

Good morning everyone and thank you for joining us today for our fiscal 2008 third quarter earnings call. Today I’m pleased to announce another strong quarter for Comtech and based on our outstanding results for the first nine months of this year I can say with great certainty that fiscal year 2008 will be our sixth year in a row of record revenues and profits. I also believe that we have formed a solid foundation upon which to grow 2009 and beyond. The common thread underpinning our success not only this quarter but for the past six years is our investment in new technologies combined with the ability to productize those technologies to drive market leadership in all three of our business segments. The acquisition of Radyne that we have recently announced adds another piece to our growth strategy. Although it has only been slightly more than three weeks since the transaction was announced, I’m growing even more confident based on our initial planning and ongoing discussions with Radyne employees that this acquisition will result in significant long term benefits for our company and our shareholders. Later in this conference call I will provide an update on each of our three business segments and also provide updated guidance for fiscal 2008. But first, let me turn it over to Mike Porcelain, our Chief Financial Officer who will provide an overview of our financial results for the third quarter. Then, Jerome Kapelus, our Senior Vice President of Strategy & Business Development will also provide an update on the status of our planned acquisition of Radyne.

Good morning everyone. As Fred stated, our third quarter was all around a strong quarter. Let me start with the top of the income statement and work my way down. Third quarter net sales were $138.1 million compared to $119.4 million in the third quarter of fiscal 2007. This represents an increase of $18.7 million or 15.7%. The increase in net sales reflects significant growth in both our mobile data communications and RF microwave amplifier segments partially offset by lower sales as anticipated in our telecommunications transmission segment. Starting with our mobile data communication segment, net sales increased by $14.9 million to $69.9 million or 27.1%. This increase was due to a significant increase in deliveries to the US Army for orders placed under our new MTS and Blueforce tracking contracts. Deliveries to the Army National Guard who’s orders are placed under the MTS contract were significantly lower during Q3 fiscal 2008 as compared to Q3 of fiscal 2007. In addition, Q3 of fiscal 2007 for this segment, included sales of $4.6 million related to a favorable gross profit adjustment on our original MTS contract. In our RF microwave amplifier segment, sales increased by $11.6 million or 141.5% to $19.8 million from last year’s Q3 sales of $8.2 million. This significant increase was due to higher sales of our amplifiers and high power switches that are incorporated in to defense related systems primarily sales associated with our participation in the CREW 2.1 program. For fiscal 2008 Q3 sales are expected to be the peak quarter in our RF microwave amplifier segment. Partially offsetting the increased sales in these two segments were lower sales as anticipated in our telecommunication transmission segment. Q3 of fiscal 2008 telecommunication transmission segment sales were $48.4 million. This represents a $7.8 million or 13.9% decline when…

Good morning everyone. As most of you know, on May 12, 2008 we announced that we were acquiring Radyne for $11.50 per share in an all cash transaction and per the terms of the merger agreement with Radyne, on May 22, 2008 we launched a tender offer that is currently scheduled to expire on June 20, 2008. Once the tender is completed and appropriate regulatory approval is received, the tender will be followed by a merger at the same price. However, it is possible that the expiration date of the tender will be extended. On the regulatory side, we are working closely with experienced counsel to navigate this process. This process needs to run its course and as such we will respectively decline to provide additional information on the regulatory process at this time. Those of you who have followed Comtech over the last few years know that we have diligently evaluated strategic acquisitions to further strengthen our leadership in [inaudible] we address. We know the Radyne business well and during the diligence process we completed an exhaustive but highly productive evaluation and understanding of the company. The long term strategic fit is compelling and multifaceted. On the Satellite Earth Station equipment side, Radyne provides an immediate expansion of our Satellite Earth Station product portfolio. Our one stop shop strategy has been historically successful and this acquisition further enhances that strategy. We also believe that the combination of Radyne and Comtech’s engineering and sales team will drive further innovation that will position us to deliver exciting new satellite earth station products for both Radyne and Comtech customers. On the amplifier side, the acquisition will immediately position Comtech as a leader in the Satellite Earth Station travelling wave tube amplifier sector. Zycom’s line of PWPs and solid state amplifiers are a…

Let’s begin with our telecommunications transmission segment which includes our Satellite Earth Station and over the horizon microwave product lines. Our Satellite Earth Station product line, the larger product line within this segment, has differentiated itself in the market by incorporating innovative enabling technologies in to our family of modems, frequency up and down converters and satellite amplifiers. Among others, these technologies include forward error correction, daisy-chain redundancy switching and carrier-in-carrier cancellation techniques that significantly increase the efficient and system availability of the satellite ground station. Just a few weeks ago we announced the general availability of our next generation satellite model, our model CDM-625 advanced satellite modem. The CDM-625 builds on our tradition of providing bandwidth and power efficient satellite modems. It is the first industry satellite modem to combine our low density parity check or LDPC forward error correction technology with our double talk carrier-in-carrier technology. The combination of our LDPC and double talk carrier-in-carrier technologies delivers the highest savings in satellite transponder bandwidth and savings in earth station transmit power as well as complimentary reduction in earth station prime power requirements. Our satellite earth station products continue to be widely used for video, voice, data transmission, by television broadcaster, wired line telecommunications providers, cable television providers, ISPs, satellite service providers and satellite integrators. The primary factors that drive our continued optimism about the long term growth of the commercial satellite earth station market include the unrelenting demand we’re experiencing for video and Internet content by end users across the global, the continued roll out of bandwidth intensive HDTV that requires more bandwidth and therefore increased transmission capacity, the continuing economic strength of our end markets and the resulting access to capital by our end customers, the satellite cellular backhaul market which has become one of our largest…

(Operator Instructions) Your first question comes from Mark Jordan – Noble Financial Group. Mark Jordan – Noble Financial Group: Looking at inventory, you noted in the Q that your Blueforce and MTS inventory at the end of the quarter was $26.5 million versus $6.5 a year ago. That’s clearly a significant increase and I was wondering if you could comment why that has moved up? And, what level do you expect that to be at overall inventory in that segment as you exit the year.

We do expect a significant decline in inventory over the next six months. We were anticipating some orders from the government sometime in Q3 that have kind of been pushed out that we expect to get shortly. So, it was a decision that when we get an opportunity to buy parts, we take advantage of it so it was a buildup in inventory that we expect to decline over the next six months. Mark Jordan – Noble Financial Group: Could you detail any specific transaction costs that flowed through here relative to Radyne in the third quarter? And, do you expect any in the fourth quarter?

We do at this point given where we are with the tender at this point to be in a capitalization stage so our Q4 kind of reflects the fact that we do anticipate capitalizing most of the cost. It is fair to say in Q4 that there will be less than $0.01 or so of expenses that you can’t capitalize to hit the balance sheet. But, at this point, most of the transaction costs would be in the balance sheet. In total, for the transaction we’re expecting about $5 million of transaction costs itself at this point and I believe as of the beginning of June we had about $1.4 million that we spent so far. Mark Jordan – Noble Financial Group: In Fred’s comments he’s talking about the development of next generation transceiver that’s FIPS certified. Would you envision that would be the catalyst for an upgrade cycle for the installed base or would that just be bleed in over time?

It’s hard to say right now Mark. I think it could be either way. We’re obviously trying to do it as an upgrade but it may have to wait for the next generation. Mark Jordan – Noble Financial Group: Could you give us the backlog breakdown by business line please? By the three business groups.

In Q3 the telecom transmission was $62.5 million, in RF amplifiers it was $48.4 million and our mobile datacom for Q3 was $75 million. Mark Jordan – Noble Financial Group: And the final question relative to RF, you stated a longer term goal of getting back to the 10% to 12% operating margin range which obviously you haven’t been operating at for the last couple of years. You also noted that Radyne Zycom group has achieved operating margins I believe in the low teen area. Do you believe that with the combination of those, is there synergistic benefits that should be derived by the combination of those two units that should potentially in the 2010 timeframe move the combined RF in to those margins?

Mark, on the cost side the answer would be no. We do expect in the longer term synergies to grow on the revenue side as those groups work together but Zycom will remain an independent business unit and our current group will continue to work so we don’t expect to see margin expansion as a result of the acquisition itself for those two groups.

Your next question comes from Tyler Hojo – Sidoti & Company, LLC. Tyler Hojo – Sidoti & Company, LLC.: A quick question just in regards to the 10Q filing that came out last night, in regards to the Brazil subpoena issue that’s been ongoing, you guys also mentioned that the State Department is investigating your ITAR compliance over the past five years. I think the spirit of what you guys were trying to say is that basically you thought there were some things you could be doing better when you were internally investigating. I was hoping that you’d provide a little more color in to that.

I think our Q kind of speaks for itself. The State Department, we initiated a request to them to try to move this thing along from our perspective. Our customer is eager to receive the goods. We did what we believe to be a pretty thorough investigation. We’ve been pretty transparent with the government so at this point based on what we’ve learned in the last few days we’re certainly optimistic that we expect to see some favorable news on the Brazil. As it relates to the request by the State Department, that’s just something that the government does and we’re not the only ones that we know of in this industry that continue to get held to a higher scrutiny given what’s happening in the world today. It’s just something that we’re going to go through and we’ll be cooperating with the government as they do the review. Tyler Hojo – Sidoti & Company, LLC.: But, you indicated that there were some things that maybe you could be doing better just in terms of complying with ITAR and I was wondering what those things were specifically?

Not to go in to any detail, it’s a five year review so it goes back a long time and it’s certainly no company is going to be perfect. Tyler Hojo – Sidoti & Company, LLC.: Just one more for you, going back to Mark’s question just in terms of the RF margins, I guess you noted 10% to 12% going forward. I guess, and I know you guys have talked about this in the past, but a couple of years back you guys were running kind of in the high teen level in that segment and now that you’re talking about a level just in terms of revenue volumes above where you were back then, I guess what I’m wondering is I always thought it was kind of a volume issue in terms of getting the margins back up. What am I missing? And, I guess, what’s changed in that business to kind of justify the lower profitability?

I think as I tried to explain, we’re having a rough patch right now in terms of some real complex development programs that are just taking longer to develop and longer to deliver and as such the courses are larger. So, those margins are kind of what we hope differential now maybe for another quarter or two but I think it’s pass us, as I mentioned, and I think we’ll get back to the original margins.

Your next question comes from James McIlree – Collins Stewart, LLC. James McIlree – Collins Stewart, LLC.: I’m trying to understand the guidance a little bit. If I take the high end of both the top line and the bottom line – well, let’s just look at the top line. The high end of the top line implies about $125 million for the last quarter. What would be falling $13 million quarter-to-quarter to get you to the high end of your guidance?

Clearly, we’re not going to have the margins that we had earlier in the year both from Q3 perspective and earlier in the year and it’s really going to be in the margins side. If you recall, Q2 was a peak quarter for mobile datacom in terms of the revenue that was going through our factory. That provides benefit in the margin line in Q1 and Q2 and the mix of products in Q3 were favorable. We did have a shift from Q4 to Q3 of some revenue both in terms of dollar amount as well as higher margin mix. What you’re really seeing is revenue and mix and lower intercompany efficiencies because the volume that’s going through our factory is a little bit lower than it was earlier in the year. James McIlree – Collins Stewart, LLC.: You said that the RF amps business has probably peaked in Q3 so that goes down in Q4 but is the remaining portion of the decline then coming from mobile data? It’s hard to see it coming from telco but I guess it’s possible.

We do expect both lower margins in our RF amplifiers as we ship out some of the stuff that Fred mentioned that we have in production. We had production issues. Then, in our mobile datacom side, we are expecting probably Q4 to be the lowest revenue for the year in terms of quarterly revenue. James McIlree – Collins Stewart, LLC.: But, if it’s the lowest revenue for the year then it’s less than $53 million which would get you to even lower revenue numbers so it’s just not kind of triangulating for me.

You’ve got to remember that a lot of our products for mobile data com are manufactured in house which will result in just lower margin as you get lower efficiency at that number. But, quite frankly, some of our amplifier products are almost zero gross margin. James McIlree – Collins Stewart, LLC.: But, I keep talking about revenue and you keep answering margins so I’m just again, it’s just its very difficult to get to those numbers unless you’re assuming some incredible drop in something and it sounds like you’re saying mobile data.

We do expect mobile datacom revenue to decline from the level of revenue it was at Q3. RF amplifier will be slightly south of the number that we did in Q3 and the rest will come from telcom.

Your next question comes from Chris Quilty – Raymond James. Chris Quilty – Raymond James: A follow up on Jim’s question there with regard to the RF amplifier. Is it fair to assume you pulled through some volume shipments on the CREW 2 and you’re just seeing lumpiness in that and that’s driving the downside?

In terms of what we did in Q3? Chris Quilty – Raymond James: Yes.

Yes. Chris Quilty – Raymond James: And what do you see in terms of visibility for the orders there? I know a lot of that was related to [inaudible] shipments which are going to slowdown in the future here. Can you give us any indications of what your longer term outlook is there and your involvement on the CREW 3 program?

I would say to you Chris with respect to that topic you guys have pretty much as much visibility as we do. As you know there’s almost new alerts every day with respect to [MRap] and we are subject to the same lack of visibility as you are on that topic. As you realize, we’re not a prime, we sell in to a prime so we’re removed from the customer so we’re really not in a position to give you better data than you’re going to get from your other sources and in the public domain. Chris Quilty – Raymond James: If you scratch out the military business, how is the remaining commercial business performing?

Are you talking about on the RF? Chris Quilty – Raymond James: On the RF side.

Yes, as far as that’s concerned we actually continue to look for opportunities, have found opportunities to diversify the business and its important for people to understand, I’m glad you asked this question, this is very broad and has grown significantly over the last two or three years in terms of number of customers and add backs that we have. We have seen new opportunities, [inaudible] giving any specific customers but we have seen new opportunities on the medical side and some cargo inspection opportunities. We’re certainly moving forward with some opportunities in the commercial aviation sector and of course, the news has been dominated in the last couple of quarters by CREW 2.1 which we understand. But, this is a business that has done an excellent job at broadening out outside of CREW 2.1 the concentration is limited. Chris Quilty – Raymond James: In general, I mean you reported a step up in your R&D companywide, can you give us an indication of how much of that was related to your second generation Blueforce tracking? And just when, generally thinking, you think you’ll have a deliverable there? Is it sort of first half of next fiscal year, back half of next fiscal year? And, should we see a step down in the R&D spending?

I think we really don’t want to be in a position to state our R&D expenses in this area. We can tell you we obviously have no deliverables of the new stuff but we’re making good progress for the next generation transceiver, the new wave form we’re developing and the new network. We hope to have basically all of this done sometime towards the end of this calendar year. Chris Quilty – Raymond James: I guess a question for Mike in terms of the gross margin adjustments on the legacy or original MTS contract, there were none in this quarter and I can’t remember how much left you might have under that original contract. Basically, are we at the point now where we’ve passed through most of those gross margin adjustments and we’re unlikely to see any in the near term?

The accounting for the old contract finished up at the end of last year so we’re not expecting any more adjustments related to the old contract. Chris Quilty – Raymond James: And for the existing contract, it’s likely that you’re only going to see gross margin adjustments once you get in to the latter stages, the final third of that contract? Or, is it possible you could recognize some in the early parts of it.

It’s possible we’ll always get some type of adjustment but given that the old contract was a longer term contract, we had a lot of startup cost that had to be spread out over the period. As of this point, with our new contracts we’re kind of at the margins that we’re earning on these products as we deliver it so we’re not anticipating any margin adjustments on these contracts up or down at any point. Chris Quilty – Raymond James: And finally, on the over the horizon product line, I think in the last couple of quarters you’ve mentioned that you specifically had zero revenues associated with that program. Is that fair to assume you were in the same situation this quarter?

That’s correct. It was actually a little bit lower this quarter than last quarter as well. We do expect to begin shipments of some of the stuff in Q4 so you’ll see that in the telecom segment hopefully when we report year end. Chris Quilty – Raymond James: Then a clarification you mentioned on this third new international customer that you’re dealing with a third prime contractor, is that a totally new third prime contractor or is it one of the existing for your North African customer?

I think I mentioned in my portion that this is a new customer, one that we have not had any prior work with or history with so it’s a brand new situation for us. Chris Quilty – Raymond James: But I was referring to who the prime contract is. Is it someone that you’ve worked with before?

No, both the end customer and the prime contractor are both new.

Our last question comes from Michael Ciarmoli – Boenning & Scattergood, Inc. Michael Ciarmoli – Boenning & Scattergood, Inc.: I might have just missed it but did you give an update, I know you were sinking a lot of money in to R&D on the next gen system, you were competing with ViaSat out there. Can you just give me a sense of where things stand? You were just saying it was going to be hopefully concluded by the end of the calendar year?

Yes, I think I guess we’re kind of happy with our progress to date where we are and I think we hope to be finished with some demonstrations to our customers as well as all our finalization on both the transceiver and the network components by the end of the calendar year. Michael Ciarmoli – Boenning & Scattergood, Inc.: Then it looked like recently there was an order out there in the news that DAE had received about a $1.6 billion order to supply medium tactical vehicles and cargo trucks. Is this something – they were talking upwards of 10,000 vehicles [inaudible] 2010. Is this something that could be a catalyst to the MTS program? Do you guys anticipate seeing your transceivers being factory installed on those vehicles?

I think if you look at any vehicle supply to the armed forces, it’s a potential vehicle for our system. Funding being what it is will determine the number of units that will get those transceivers so it’s hard to say exactly which ones will get it. It’s the same story with [MRap], [MRap] is a new vehicle, this one we know is getting the transceiver but we really don’t know what the government is planning in any additional vehicles. Michael Ciarmoli – Boenning & Scattergood, Inc.: Then shifting gears to the satellite earth station products, it seemed like you’re having tremendous success in international markets, what’s really the gating factor from driving shipments in to the US market? Is it just installed base with existing customers, they’re using other vendors? Can you give us a little context as to why, if those products do have such superior and compelling offers why they’re not being adopted more in the domestic market?

I think there the explanation is simply that satellite communications is just one form of communications. It’s ability is to provide immediate communications whereas in the United States we now have a pretty built out infrastructure which is both cable and terrestrial communications heavy. As such, we do have satellite communications for the long haul purposes in the US but most of the satellite communications today is going in to international particularly in to those areas that have no infrastructure. So, they don’t have the time to build a terrestrial infrastructure and as such satellite communications can go in there almost immediately and provide that.

At this time I am showing that there are no further questions.

Thank you very much for listening to us today and we hope to speak with you again in a couple of months.