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Welcome to the Comtech Telecommunications Corp. conference call for the first quarter of fiscal year 2010. With us on the call this morning are Fred Kornberg, President and Chief Executive Officer; Michael Porcelain, Senior Vice President and Chief Financial Officer; Jerome Kapelus, Senior Vice President Strategy and Business Development; and Frank Otto, Senior Vice President Operations. A news release on the company’s results was issued yesterday afternoon and is posted to our website. 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, objectives and business outlook, the plans objectives and business outlook of the company’s management and the company’s assumptions regarding such performance, business outlook and plans are forward-looking in nature and involve certain significant risks 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 Securities & Exchange Commission filings. I am pleased now to introduce the President and Chief Executive Officer of Comtech, Fred Kornberg.

Yesterday afternoon we reported our first quarter fiscal 2010 results. Before our CFO, Michael Porcelain presents a financial overview, I’ll provide some brief comments on our overall results and market conditions. After Mike completes the financial overview I will discuss each of our three operating segments followed by an update to our fiscal 2010 guidance. The first quarter results we reported yesterday clearly show that we are off to a strong start to our fiscal year 2010. Although difficult market conditions still cause me to be cautious, as a result of our solid performance in the first quarter I am becoming increasingly optimistic because during the first quarter we started to see pockets of strength in some of our commercial product lines and importantly we now have increased visibility to the year. As I look to the remainder of fiscal 2010, I believe we are at a turning point where our revenues and net income are picking up speed such that fiscal 2010 is on track to be a record year of revenues and a year of significant earnings growth. Now, let me turn the presentation over to Mike who will provide some financial highlights.

Overall context first quarter results were solid. The cost reduction actions that we took over the past several months have resulted in tangible benefits and as Fred will discuss later, we believe Q1 sets the stage for revenue and earnings growth for the remainder of fiscal 2010. Let me start with some details on the first quarter. As usual, I will start with the top of the income statement and work my way down. Q1 fiscal 2010 sales were $133.8 million which represents a decline of 30.3% as compared to Q1 of last year. Although sales in Q1 of fiscal 2010 were lower in all three of our segments, we began recording significant revenue in our mobile data communications segment related to shipments for MTS orders previously received from the US Army for new MTS ruggedized computers. As we will discuss in detail later in this call, because of the overall increased visibility that we now have, we expect that during the remainder of fiscal 2010 that the pace of shipments for MTS orders currently in our backlog will increase from current levels. Of our first quarter 2010 consolidated sales our telecom transmission segment generated net sales of $46.7 million, a decrease of 37.4% as compared to Q1 of fiscal 2009. Like last year, the majority of sales in this segment during Q1 of fiscal 2010 consisted of satellite earth station products which were significantly lower as compared to Q1 of fiscal 2009. Importantly, we did see some positive signs during the quarter. Our quarterly satellite earth station product line bookings were not only better than our expectations just three months ago, they were significantly above the bookings we achieved in Q4 of fiscal 2009. I should highlight that when considering the strength of our Q1 2010 bookings, be mindful…

I will begin with our telecommunications transmission segment which includes our satellite earth station and our over-the-horizon microwave product line. In satellite earth station products, by far the largest product line within the segment, first quarter showed a solid rebound from a bookings perspective with demand coming from both the US government and from our international customers. In particular our US government business benefited from the growth and expansion of existing military satellite programs while cellular back haul infrastructure demand in regions including the Middle East, Africa, China and Russia resulted in stronger international bookings. Furthermore, we also saw positive signs coming from the oil producing regions and saw increased demands from direct to home satellite television providers in Latin America, the Middle East and Asia. All the fundamental long term growth drivers in the satellite earth station markets that we described previously remain firmly intact. The combination of satellite bandwidth shortage, long term global demand from both commercial and government markets and the compelling cost savings capabilities of our modems provide an exciting and lucrative long term opportunity for Comtech. On our over-the-horizon microwave or Troposcatter product line front, things have been overall positive both on a domestic and international front. On the domestic side we continue to work with the US DOD relating to several opportunities and we expect finally to receive an order shortly. This order could be in the range of $20 to $25 million. On the international side where we have been a strategic supplier for over-the-horizon Troposcatter systems in Algeria for almost a decade, we continue to work with two US primes on the next phases of multiphase communications network build outs. These sales cycles continue to remain lengthy however, we continue to believe that these contracts are not a matter of if but…

(Operator Instructions) Your first question comes from Mark Jordan – Noble Financial Capital Markets. Mark Jordan – Noble Financial Capital Markets: First I’d like to talk about BFT please, as you mentioned Northrop Grumman in November delivered the joint capabilities release software. It implied in that release that there was additional system wide testing going on. Do you know is JCR ready for fielding or what would be the timing that that system would be available to field and is that the last hurdle point for potential deployment of next generation hardware?

I think the answer to that is what we believe is the Northrop Grumman release really is a Phase I release of the JCR software. As you know, they provided the original software for the present BFT system and they are now in contract to provide the second generation which is the JCR. We believe this is the Phase I. Although this has been a successfully deliver of Phase I, I can’t really say that at this point the Army is ready to adopt JCR for the next generation BFT. Mark Jordan – Noble Financial Capital Markets: A question, there’s been speculation, there’s been orders placed for 6,000 plus MRAPs from Oshkosh, specialized vehicles for deployment to Iraq prior to the surge, there’s speculation that there may be up to 10,000 new vehicles going there to support the higher troop levels. Do you have a sense that, or do you have any idea if there is any inventory around or is that an unidentified opportunity for you and is this in any of your models?

Actually, if you recall our recent order from BFT we actually had to decommission some satellite backlog or contracts to put more ceiling on a contract so they could buy transceivers. Having said that, we’re kind of in a dark period right now with the program office on both contracts because both contracts are in the throes of going for a recompete so it’s really difficult for us to really know exactly what they’re planning at this point. We can tell you that a most likely scenario could be the cross over from the present vehicles used in Iraq in to the new MATV vehicles that would be used in Afghanistan. Whether that is really likely or efficient we just can’t tell at this point. Mark Jordan – Noble Financial Capital Markets: Given the fact that your next generation transceiver capabilities are dramatically higher and they’re backward compatible when do you think the Army might be comfortable in buying the next generation hardware even for the existing network given the fact that they’d be concerned about obsolesce if they were buying your older transceivers? In other words, when do you feel that you could go GA on the next generation transceiver?

Well, as I mentioned in our presentation we believe Mark that the RFP for the next generation transceivers should be out some time as early as January and maybe as late as March. So, given the two years remaining on our contract, the Army has plenty of time to place that second generation order and at the same time place additional orders for our BFT-1 equipments as well. Now, having said that as you know the Army initially wanted to extend the contract for two years and raise it by $617 million. Obviously they’ve run in to some funding problems. We now believe that there will be a significant raise in the ceiling but it won’t be $617 million, maybe it will be one third of that. But, that’s still a substantial piece of business for us to be had hopefully in 2010 and 2011. Now, whether that extension or raise in the ceiling could also include not only our BFT-1 transceiver but also the BFT high capacity transceiver. That’s a possibility and we could then start actually shipping both units because they are backward compatible. Mark Jordan – Noble Financial Capital Markets: Final question relative to over-the-horizon, is there any updates now that you’re in to negotiations with prime, a sense to really the size here? Historically you’ve said just $40 million plus, do you have a better sense as to what the opportunity might be updating that previous guidance?

Yes, I think we’ve always kind of rounded out the number to $40 million based on past experience. I think generally it will probably be in that area, depending upon what options are picked up. So, we’ve just started the negotiation. As you know, dealing with primes they like to keep most of their work to themselves so it’s a difficult negotiation but I think we’ll probably wind up somewhere near that $40 million line.

Your next question comes from Tyler Hojo – Sidoti & Company, LLC. Tyler Hojo – Sidoti & Company, LLC.: First question, I guess if you could just provide the backlog by segment?

For the quarter we added aggregate backlog of $535.6 million. Roughly $54.2 million came from telecom transmission, $429 million came from mobile data com with the remaining from RF amplifiers. Tyler Hojo – Sidoti & Company, LLC.: Just in the prepared remarks there was some mention of a $20 to $25 million order mention from the US government in over-the-horizon, is this Track 170 we’re talking about or something else?

It’s related to the Track 170 but one could characterize it as something else. Tyler Hojo – Sidoti & Company, LLC.: Any detail you could perhaps give us on that?

I think at this point we’d rather not. We’ve been kind of in negotiation on this for a number of months and it’s kind of important for us not to have our competitors know what it is. Tyler Hojo – Sidoti & Company, LLC.: I guess maybe looking at this order as it relates to the guidance increase that you guys put out just a short while ago, is some of this implied in kind of the more optimistic outlook that you provided?

Yes, I believe that particular is included in our guidance. Tyler Hojo – Sidoti & Company, LLC.: Then just lastly for me, if perhaps you guys could update your free cash flow expectations for the year?

Tyler, it’s real difficult I mean we finished the quarter at $500 million and if you kind of back in to expectations of earnings, the way I would tell you to think about it is certainly our EBITDA should be well north of $100 to maybe $120 million for the year. The real issue is going to be the timing of year end deliveries to the government, timing of collections, etc. It’s fair to say that cash could really be anywhere between $550 with maybe a top kind of goal of $600 million but it’s really just such a wide fluctuation at this point we wouldn’t want to put a specific number on it.

Your next question comes from Timothy Quillin – Stephens, Inc. Timothy Quillin – Stephens, Inc.: In terms of the timing of the MTS computer shipments I understand it’s fairly backend loaded but do you expect a ramp up each quarter? Do you expect Q2 revenues from the computers to be higher than 1Q?

Yes, I think we do. Sitting here today, and again we’ll put the caveat quarter-to-quarter predictions are real tough, we do expect some ramp in Q2 but the majority is still going to be Q3 and Q4. Just to give you a proxy, there are some numbers that you guys have had aggregate out there for Q2 and that’s probably a good way to look at it because really nothing has really changed from our expectations from yearend when we previously provided the ramp up. So, it’s still going to be back end loaded but we certainly have better visibility that we’re on track. Timothy Quillin – Stephens, Inc.: Can you say how much revenue you got from the computer shipments in the first quarter? I think 4Q ’09 was roughly all service so $24 to $54 is that essentially all driven by computer shipments?

I think that’s exactly the right way to look at it, yes. Timothy Quillin – Stephens, Inc.: In terms of the amplifier business I understand it’s going to drop off from 1Q levels, the bookings have been over the past couple of quarters in that segment kind of around the $20 to $22 million level. Is that kind of a quarterly run rate we should look for in that business?

Certainly I think our backlog that we finished Q1 is right around the $50 to $52 million number and with kind of Q2 is going to be pretty down. If you look at the implied bookings that we did in Q1 it’s around the $20 million number so yes Q2 is going to drop but we do expect by the end of the year some pickup related to the economy. As we said on the last conference call we are expecting bookings to come back in so Q4 we are expecting to see some pop to the number so yes, RF is going to decrease in Q2 significantly and kind of then start the upward elevator by the end of the year. Timothy Quillin – Stephens, Inc.: Then just kind of conceptually and I know it’s really too early to say but in terms of the mobile data business in fiscal ’11 should we look at the numbers in fiscal ’10 and strip out the computer revenue contribution and look at a significantly $280 million year-to-year drop in fiscal ’11 in that segment?

No, I don’t think you can fully look at it that way. It depends on a number of things happening here. Obviously, if we receive extensions the way we feel we will for both contracts those extensions will most likely include the computers. On the other hand, we’re very confident that we will win the recompete as well. A third point is if you look at the funding that is available for both MTS and BFT I think you will see a very strong 2011 numbers.

Tim, another proxy, we can’t really give you a sense of timing but you have got to look what the government is saying on BFT. They’re talking about 100,000 replacement transceivers over a number of years so I mean those are pretty significant increase to the quantities that we’re shipping in fiscal 2010. So, if our expectations come out and we win the BFT contract for the next generation, if the government says that they’re going to do ’11 really will look dynamite in terms of seeing those next generation BFT transceivers come through the P&L. Obviously, a lot needs to happen before that but that’s kind of the way we sit back and we look at ’11. Timothy Quillin – Stephens, Inc.: With regards to BFT-2 I think you’re feeling relatively confident that you’ll be able to win that business and it looks now like they want a single winner but do you have any sense are they still going to beat you up against your primary competitor against price? I mean is price going to shake out any different than you might have hoped?

I think that’s always the case whether it’s competition or its sole source awards, the government does a pretty good job in getting the best price. Timothy Quillin – Stephens, Inc.: Just one last question, you’re doing a great job still on generating cash but everybody is very curious about how you are going to use that cash. Is there any further insight that you might have on the pipeline of acquisition opportunities?

Not any more than I made in the presentation. Obviously, we’re looking at a number of targets and opportunities for us and as you know we haven’t pulled the trigger. Should we be successful I would say we probably will pull the trigger on at least one acquisition in ’10.

Your next question comes from Joseph Nadol – J. P. Morgan. Joseph Nadol – J. P. Morgan: My first question is on margins in the MDC segment, is it fair to assume that we should have kind of a sequential ramp through the year as revenues grow and maybe get in to the higher teen driven 20 as we close the year out?

I think that 20 number is going to be virtually impossible to achieve but that’s certainly a nice goal to have internally for a guy running it. We do expect margins to slightly increase as the year goes on. We do, as Fred mentioned, we do have some orders for mobile satellite transceivers that are in our backlog and those will expect to ship so that will offset some of the lower margin from the ruggedized computer. But, if you look at it on a quarterly basis as shipments go out and as these transceivers go out back end loaded, you will see the operating margin on mobile data communication segment to increase. Joseph Nadol – J. P. Morgan: I mean if we just look sequential Q4 to Q1 at the incremental margin has a two in front of it and there might be other things going on in there but that would certainly suggest that as the revenues grow quite a bit sequentially that there’s some opportunity there. Is there anything that I should be thinking about?

My only caveat to you is on a quarterly basis there are even within the orders we have with the US Army, there are different margin mix profiles within what we are shipping so Q2 could have a different mix profile because we may ship more accessories, more keyboards in one particular quarter than necessarily computers and even within those things they have different categories but the general thesis of moving from a 14.9% operating margin in Q1 to sort of the higher teens by the end of the year, that is the way to look at it in the segment. Joseph Nadol – J. P. Morgan: Then on just commercial bookings in general you have little over a month under your belt since the end of the quarter, is there any incremental color you can give us on either of the two segments with commercial exposure as to what you’re seeing in terms of demand?

I think as I mentioned the demand certainly in satellite space looks very good and over-the-horizon I think it’s coming more and more confident. In our amplifier area as we mentioned it looks like there are going to be some difficult times for the next few months at least and we hope to kind of reverse it by the end of the year. Mobile data com as you know, both of our contracts are right at the top so we’re really dependent upon the Army to extend both of those ceilings and get us some backlog that way plus whenever the recompete comes about. We’re kind of being cautiously optimistic. Joseph Nadol – J. P. Morgan: Fred on just looking at the two segments with commercial exposure, you’re more optimistic on telecom transmission, less optimistic on RF microwave I guess including the commercial exposure in to those segments, going the opposite direction, to what do you contribute that – what end market differences are there that really would explain that?

Joe, if I could, on the RF microwave amplifier segment there’s just a longer sales cycle relative to the segment so telecom you can turn those things around a lot quicker so as the economy turns around, as things happen as we would like them to that order flow would increase rather quickly. RF is a little bit more complicated sale even on the commercial side, these things are incorporated in to complex systems so you might have a recovery and while you would see it in terms of order negotiations, discussions with your customers but you may not get those tangible orders to let’s say Q4 or Q1 of next year which in our mind just bodes well for 2011. Joseph Nadol – J. P. Morgan: Then I just want to try one more on the cash balance and the acquisitions and we may not get an answer and I understand that but as we’re looking at Fred you said one deal this coming year at least is likely, are your conversations more with companies in the $20 to $50 million range or are they triple digit type opportunities or is it both?

I think it’s both and we’re obviously concentrating on the triple digit area.

Your next question comes from Peter Arment – Broadpoint Amtech. Peter Arment – Broadpoint Amtech: You just actually hit upon one of my questions, simply are we now expecting the telecom segment maybe to returning to growth or is it just too early to make that given your guidance increase?

Well I think as I mentioned Peter, we’ve seen an uptick in the satellite area demand. Now, one quarter does not make a trend so we’re cautious but we see an uptick for the year. Peter Arment – Broadpoint Amtech: So year-over-year we are expecting the telecom segment to have higher results?

Not necessarily, I think we’d like to really talk more on consecutive quarter basis. As you know, our first quarter of last year was just a dynamite quarter for the satellite area and having said that, that’s really the number we would like to come back to hopefully by the end of the year but there’s no assurance that the growth will be forth coming that quick. Peter Arment – Broadpoint Amtech: Then just quickly Fred you mentioned possibly on the extension on the blue force tracking and mentioned in the area of one third maybe or just putting some numbers behind it but do we expect for the extension at least the majority of these [inaudible] and they just wait to award and buy the new transceivers once that competition is completed?

Actually there are two pieces, I mentioned that one third piece really for the extension of the contract itself as it is right now. Along that we are in negotiation right now with the Army for approximately a $40 million what they call an urgent contract action to supply the state and network facilities to continue the BFT network operating through December ’10. That additional nine months of space and network time that they’re buying will extend the space segment backlog through December of ’10. The additional escalation in the ceiling that they’re talking about which I mentioned is approximately one third of the previous one, that will be for transceivers and hardware.

Your next question comes from Richard Valera – Needham & Company. Richard Valera – Needham & Company: I just want to try and understand your expectations for two of the segments relative to a quarter ago when you gave the initial guidance. Telecom transmission, your commentary in the K called for comparable to slightly down revenue year-over-year, your commentary in the Q was comparable to down which seems incrementally negative so I’m just wondering if in fact there is any slight decrease in your expectations for telecom transmission this year? Then on RF amplifier you didn’t really change the specific commentary but it sounds like the tone of just the commentary is that you expect lower levels in RF than you did a quarter ago. Can you clarify on those two?

I think it’s actually good news all around in terms of what we’re really expecting and saying here. In our telecom transmission segment we are expecting a little slightly higher revenue related to satellite earth station products but as Fred mentioned because of the increased visibility that we have with our Algerian customer some of the revenue we were expecting in ’10 kind of shifted to ’11. We do expect to get that contract in but the amount of revenue that is going to contribute in ’10 will be slightly lower so I think you’re right, our telecom transmission net/net is probably slightly lower this time around versus last time. Our RF amplifier segment is kind of where we expected it to be. We are and continue to expect some recovery in the second half of the year certainly on the order flow which will bode well for 2011. We’ve just taken a conservative view on how fast that ramp up will be. We haven’t seen that in terms of tangible bookings yet and when that comes that will kind of change how we feel. Richard Valera – Needham & Company: So I guess it’s far to say that the increase to the guidance was all effectively in mobile data?

I think that’s right. Richard Valera – Needham & Company: Then on the telecom transmission side, I’m just trying to get a sense of how strong the bookings where? It sounds like at having a shot of being flat for the year overall there, it seems you need to average almost $70 million a quarter for the remaining three quarters which is obviously pretty dramatic above where you were in the first quarter so I’m just trying to get a sense of maybe the sequential profile we should look for there. It sounds like based on Fred’s comments, you expect fourth quarter to be the strongest quarter but any color at all on sort of the sequential trajectory we might look for in telecom transmission would be helpful?

Certainly in our telecom transmission most of the bookings we did were almost all satellite earth station related so that number is going to go up hopefully as the economy improves and it’s just a matter of how fast the economy improves and how fast those orders come in. At the same time, if the order that we’re negotiation with Algeria switches by $10 million, $15 million that could easily happen. It’s just too early in the year for us to put a precise number and a precise thought but all of the signs point to a very, very strong second half with Q4 being the peak. Even on our mobile data com segment, our vendor is shipping these computers, things are moving well right now. Our Q4 could go to Q3 and Q3 could go to – everything is just sort of in the air and we’re going with the flow but right now the signs look like it’s going to be second half backend loaded with Q4.

Your last question comes from Michael Ciarmoli – Boenning & Scattergood, Inc. Michael Ciarmoli – Boenning & Scattergood, Inc.: Fred, just from the commentary, what you guys have been saying this morning it sounds like your outlook for fiscal ’11 has improved dramatically. If I’m not mistaken originally I guess the expectations were take your initial guidance call it $830 million, back off the $280 onetime computer order this year and that was sort of a kind of starting point for ’11 but based on the ceiling increases which look to be very likely over-the-horizon orders with both the Algerian and the new government order it seems like that number moves up substantially, am I correct to think that?

It certainly good. Again, it’s a bit early but I think we’re getting better visibility in some of the projects that make us feel more comfortable obviously in ’10. But also, we’re getting much better visibility in to some of those programs, although they’re slipping to the right they’re actually widening up in ’11. So, overall I would say that we look favorably on ’11 better than we did three months ago. But, a lot of things are kind of fluid. Michael Ciarmoli – Boenning & Scattergood, Inc.: Then just two quick ones, on the BFT, the generation two transceivers if an order was placed today when can these products actually hit the field and get to the customer presumably the Army in Afghanistan?

We could probably deliver any larger order within 90 days. Michael Ciarmoli – Boenning & Scattergood, Inc.: I tend to be of the belief that you guys will get the contract, do you know what sort of Viasat’s timing would be, their delivery schedule?

I have no idea. Michael Ciarmoli – Boenning & Scattergood, Inc.: The last one, just help me understand, there seems like there is a disconnect and maybe I’m just interpreting this wrong, CREW 2.1 being down I would expect with increased MRAP vehicle production, a surge in Afghanistan there would actually be more demand for IED jammers. Is this a function of the migration to 3.2 and 3.3 or is there a lot of excess inventory built already for the troop surge?

It’s probably all of the above and probably a lot of it to do with the administrations kind of holding back the decisions on Afghanistan. It kind of froze everybody in this area. Michael Ciarmoli – Boenning & Scattergood, Inc.: So I can think of this as what we’ve been seeing across the industry general contracting and procurement delays presumably waiting on Afghanistan and perhaps you guys get some more clarity and visibility in the next couple of months here on that?

You would think that all of those vehicles should be outfitted not only with an IED function but also a BFT function but we’re kind of waiting on both fronts. Now, the puzzle here is what are the Army’s plans to take systems off any vehicles coming out of Iraq and putting them on those vehicles going in to Afghanistan. That’s kind of the unknown. Michael Ciarmoli – Boenning & Scattergood, Inc.: I would think there would be some testing involved there. You’re not just going to take a product that’s been in the field for a couple of years and ship it off to Iraq without going through some sort of testing to make sure the guys are getting a fully functional piece of equipment?

Yes, you’re absolutely right. If you just look at the road conditions in Afghanistan and Iraq one is an on road and the other vehicles are an off road so just the vibration and the environment that the new systems have to operate in Afghanistan are quite different. Michael Ciarmoli – Boenning & Scattergood, Inc.: Just one last quick one, regarding the acquisitions, regarding the plans for cash, has the order, the big $200 million IDIQ you guys received for the micro satellite business has that changed your target point for acquisitions? Did that all of a sudden become more of a priority and you guys are looking to maybe deploy some cash towards that business line?

No, I think any of the IDIQ programs literally pay for themselves. The Army is a pretty good payer when they provide you the contract. I think in terms of acquisitions we are focused really on the first three segments that we operate in and we’re always focused on what we call the forth legged stole, another area that could be brand new for us but something that we understand.

At this time we have no further questions. I would like to turn the conference back over to management.

I guess if there are no further question, let me take this opportunity to wish all of our friends, shareholders and employees a happy holiday season and a happy New Year. Thanks again for joining us today and we hope to speak to you again in three months.

This concludes today’s teleconference. You may disconnect at any time. Thank you and have a great day.