XML 40 R26.htm IDEA: XBRL DOCUMENT
v3.4.0.3

Acquisition (Tables) | 9 Months Ended
--- | ---
Apr. 30, 2016
Business Combinations [Abstract] |
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, based on the current best estimates of management:
| February 23, 2016 |  |
Shares of TCS common stock purchased | $ | 318,605,000 |  |  |
Stock-based awards settled | 21,827,000 |  |  |
Aggregate purchase price at fair value | $ | 340,432,000 |  |  |
Preliminary allocation of aggregate purchase price: |  |  |
Cash and cash equivalents | $ | 59,897,000 |  |  |
Current assets, excluding cash acquired | 115,797,000 |  |  |
Deferred tax assets, net, non-current | 72,700,000 |  |  |
Property, plant and equipment | 26,720,000 |  |  |
Other assets, non-current | 2,641,000 |  |  |
Current liabilities (excluding interest accrued on debt) | (87,700,000 | ) |  |
Debt (including interest accrued) | (134,101,000 | ) |  |
Capital lease obligations | (8,993,000 | ) |  |
Other liabilities | (9,156,000 | ) |  |
Net tangible assets at preliminary fair value | $ | 37,805,000 |  |  |
Identifiable intangible assets, deferred taxes and goodwill: |  |  | Estimated Useful Lives
Customer relationships and backlog | $ | 225,900,000 |  |  | 21 to 22 years
Trade names | 20,000,000 |  |  | 10 to 20 years
Technology | 35,000,000 |  |  | 5 to 15 years
Deferred tax liabilities related to intangible assets acquired | (105,422,000 | ) |  |
Goodwill | 127,149,000 |  |  | Indefinite
Preliminary allocation of aggregate purchase price | $ | 340,432,000 |  |  |
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information in the table below, for the three months ended April 30, 2016, combines the historical results of Comtech for the three months ended April 30, 2016 and, due to the differences in the companies’ reporting periods, the historical results of TCS for the three months ended March 31, 2016, as if the acquisition had occurred on August 1, 2014. The unaudited pro forma financial information in the table below, for the nine months ended April 30, 2016, combines the historical results of Comtech for the nine months ended April 30, 2016 and, due to the differences in the companies’ reporting periods, the historical results of TCS for the nine months ended March 31, 2016, as if the acquisition had occurred on August 1, 2014. The unaudited pro forma financial information in the table below, for the three months ended April 30, 2015, combines the historical results of Comtech for the three months ended April 30, 2015 and, due to the differences in the companies’ reporting periods, the historical results of TCS for the three months ended March 31, 2015, as if the acquisition had occurred on August 1, 2014. The unaudited pro forma financial information in the table below, for the nine months ended April 30, 2015, combines the historical results of Comtech for the nine months ended April 30, 2015 and, due to the differences in the companies’ reporting periods, the historical results of TCS for the nine months ended March 31, 2015, as if the acquisition had occurred on August 1, 2014.
| Three months ended April 30, |  | Nine months ended April 30,
| 2016 |  | 2015 |  | 2016 |  | 2015
Net sales | $ | 130,238,000 |  |  | $ | 153,500,000 |  |  | $ | 453,475,000 |  |  | $ | 499,934,000 |
Net (loss) income | (21,395,000 | ) |  | 1,739,000 |  |  | (27,694,000 | ) |  | (16,065,000 | )
Basic net (loss) income per share | (1.32 | ) |  | 0.11 |  |  | (1.71 | ) |  | (0.99 | )
Diluted net (loss) income per share | (1.32 | ) |  | 0.11 |  |  | (1.71 | ) |  | (0.99 | )

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration