##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934For the quarterly period ended April 4, 2009
 Commission file number 0-6072
 EMS TECHNOLOGIES, INC.
  Georgia
    
    58-1035424(State or other jurisdiction of incorporation or 
organization)
    
    (IRS Employer ID Number)660 Engineering Drive, Norcross, Georgia
    
    30092(Address of principal executive offices)
    
    (Zip Code)
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Class
    
    Number of SharesCommon Stock, $.10 par Value
    
    15,208,790
 AVAILABLE INFORMATION
 www.ems-t.com




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TABLE OF CONTENTS
 PagePART I   FINANCIAL INFORMATION
    
    
    2Item 1. Financial Statements
    
    
    2Consolidated Statements of Operations (unaudited)
    
    
    2Consolidated Balance Sheets (unaudited)
    
    
    3Consolidated Statements of Cash Flows (unaudited)
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    28PART II  OTHER INFORMATION
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 6. Exhibits
    
    
    30SIGNATURES
    
    
    31EX-3.1EX-4.1EX-10.1EX-10.2EX-31.1EX-31.2EX-32




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PART I
 FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Operations (Unaudited)
 (in thousands, except per share data)
 Three Months EndedApril 4
    
    
    March 292009
    
    
    2008Product net sales
    
    $
    68,791
    
    
    
    63,715Service net sales
    
    
    23,487
    
    
    
    11,779Net sales
    
    
    92,278
    
    
    
    75,494Product cost of sales
    
    
    46,077
    
    
    
    39,642Service cost of sales
    
    
    17,240
    
    
    
    7,196Cost of sales
    
    
    63,317
    
    
    
    46,838Selling, general and administrative expenses
    
    
    22,596
    
    
    
    20,198Research and development expenses
    
    
    4,412
    
    
    
    5,021Acquisition-related charges
    
    
    3,895
    
    
    
    Operating (loss) income
    
    
    (1,942
    )
    
    
    3,437Interest income
    
    
    62
    
    
    
    999Interest expense
    
    
    (621
    )
    
    
    (369
    )Foreign exchange (loss) gain, net
    
    
    (467
    )
    
    
    51(Loss) earnings before income taxes
    
    
    (2,968
    )
    
    
    4,118Income tax benefit
    
    
    
    
    
    
    42Net (loss) earnings
    
    $
    (2,968
    )
    
    
    4,160Net (loss) earnings per share:Basic
    
    $
    (0.20
    )
    
    
    0.27Diluted
    
    
    (0.20
    )
    
    
    0.26Weighted-average number of shares outstanding:Basic
    
    
    15,146
    
    
    
    15,545Diluted
    
    
    15,146
    
    
    
    15,768
  2




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EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Balance Sheets (Unaudited)
 (in thousands)
 April 4
    
    
    December 312009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    45,944
    
    
    
    86,979Trade accounts receivable, net of allowance for doubtful accounts of
$1,116 in 2009 and $856 in 2008
    
    
    68,654
    
    
    
    65,831Costs and estimated earnings in excess of billings on long-term contracts
    
    
    22,679
    
    
    
    30,485Inventories
    
    
    46,793
    
    
    
    35,670Deferred income taxes
    
    
    2,287
    
    
    
    1,632Other current assets
    
    
    18,279
    
    
    
    12,184Total current assets
    
    
    204,636
    
    
    
    232,781Property, plant and equipment:Land
    
    
    1,150
    
    
    
    1,150Buildings and leasehold improvements
    
    
    17,825
    
    
    
    16,238Machinery and equipment
    
    
    97,352
    
    
    
    92,100Furniture and fixtures
    
    
    10,252
    
    
    
    10,059Total property, plant and equipment
    
    
    126,579
    
    
    
    119,547Less accumulated depreciation and amortization
    
    
    81,040
    
    
    
    78,975Net property, plant and equipment
    
    
    45,539
    
    
    
    40,572Deferred income taxes
    
    
    6,269
    
    
    
    7,318Goodwill
    
    
    84,697
    
    
    
    31,402Other intangible assets, net of accumulated amortization
of $10,447 in 2009 and $8,219 in 2008
    
    
    49,951
    
    
    
    11,166Other assets
    
    
    8,377
    
    
    
    4,126Total assets
    
    $
    399,469
    
    
    
    327,365
  3




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EMS Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited), continued
(in thousands, except share data)
 April 4
    
    
    December 312009
    
    
    2008LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current installments of long-term debt
    
    $
    1,324
    
    
    
    1,302Accounts payable
    
    
    35,298
    
    
    
    25,361Billings in excess of costs and estimated
earnings on long-term contracts
    
    
    8,556
    
    
    
    8,172Accrued compensation and retirement costs
    
    
    14,201
    
    
    
    14,456Deferred service revenue
    
    
    10,710
    
    
    
    7,998Other current liabilities
    
    
    20,702
    
    
    
    10,073Total current liabilities
    
    
    90,791
    
    
    
    67,362Long-term debt, excluding current installments
    
    
    42,786
    
    
    
    9,250Deferred income taxes
    
    
    9,433
    
    
    
    Other liabilities
    
    
    17,216
    
    
    
    8,011Total liabilities
    
    
    160,226
    
    
    
    84,623Shareholders equity:Preferred
stock of $1.00 par value per share; Authorized 10,000 shares; none issued
    
    
    
    
    
    
    Common stock of $.10 par value per share;
Authorized 75,000 shares, issued and
outstanding 15,201 in 2009 and 15,188 in
2008
    
    
    1,520
    
    
    
    1,519Additional paid-in capital
    
    
    133,918
    
    
    
    133,270Accumulated
other comprehensive loss  foreign currency translation adjustment
    
    
    (6,680
    )
    
    
    (5,500
    )Retained earnings
    
    
    110,485
    
    
    
    113,453Total shareholders equity
    
    
    239,243
    
    
    
    242,742Commitments and contingenciesTotal liabilities and shareholders equity
    
    $
    399,469
    
    
    
    327,365
  4




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EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows (Unaudited)
 (in thousands)
 Three Months EndedApril 4
    
    
    March 292009
    
    
    2008Cash flows from operating activities:Net (loss) earnings
    
    $
    (2,968
    )
    
    
    4,160Adjustments to reconcile net (loss) earnings to net cash provided by
operating activities:Depreciation and amortization
    
    
    4,607
    
    
    
    2,753Deferred income taxes
    
    
    
    
    
    
    (742
    )Stock-based compensation expense
    
    
    497
    
    
    
    387Accretion of contingent consideration liability
    
    
    388
    
    
    
    Changes in operating assets and liabilities, net of effects of acquisitions:Trade accounts receivable
    
    
    1,063
    
    
    
    (3,919
    )Costs and estimated earnings in excess of billings on long-term contracts
    
    
    7,893
    
    
    
    364Inventories
    
    
    (979
    )
    
    
    (1,674
    )Accounts payable
    
    
    1,197
    
    
    
    197Other
    
    
    2,277
    
    
    
    4,370Net cash provided by operating activities
    
    
    13,975
    
    
    
    5,896Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (4,505
    )
    
    
    (2,530
    )Payments for acquisitions of businesses, net of cash acquired
    
    
    (83,814
    )
    
    
    (15,147
    )Proceeds from sales of assets
    
    
    1
    
    
    
    66Net cash used in investing activities
    
    
    (88,318
    )
    
    
    (17,611
    )Cash flows from financing activities:Net borrowings under revolving credit facility
    
    
    33,759
    
    
    
    Repayment of debt
    
    
    (315
    )
    
    
    (247
    )Deferred financing costs paid
    
    
    (251
    )
    
    
    (839
    )Proceeds from the exercise of common stock, net of withholding taxes paid
    
    
    153
    
    
    
    34Net cash provided by (used in) financing activities
    
    
    33,346
    
    
    
    (1,052
    )Effect of changes in exchange rates on cash and cash equivalents
    
    
    (38
    )
    
    
    366Net change in cash and cash equivalents
    
    
    (41,035
    )
    
    
    (12,401
    )Cash and cash equivalents at beginning of period
    
    
    86,979
    
    
    
    133,959Cash and cash equivalents at end of period
    
    $
    45,944
    
    
    
    121,558
  5




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EMS Technologies, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements (Unaudited)
 April 4, 2009 and March 29, 2008
 1. Basis of Presentation
    Managements Use of Estimates
   Accounting Changes
 Fair Value Measurements
 6




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Business Combination
 
    
    An acquiring entity must recognize all the assets acquired and liabilities assumed in a
business combination at the acquisition-date fair value, as determined under the provisions
of SFAS No. 157;
    
    Transaction costs are expensed as incurred, and are classified within cash flows from
operating activities in the consolidated statement of cash flows. Such costs were
previously capitalized as part of the cost of an acquisition, and were classified within
cash flows from investing activities in the consolidated statement of cash flows;
    
    Contingent consideration is recognized at fair value at the acquisition date as a
liability or as equity. Subsequent adjustments of an amount recognized as a liability,
including accretion of the discounted liability, are recognized in the statement of
operations. Contingent consideration was previously accounted for as an adjustment to the
cost of the acquisition when the results of the contingency were determined;
    
    Subsequent changes to valuation allowances against deferred tax assets after the
measurement period are recognized as an adjustment to income tax expense. Such changes
were previously reflected as an adjustment to goodwill. This provision of SFAS No. 141(R)
also applies to acquisitions completed prior to the effective date;
    
    Acquired in-process research and development (IPR&D) is recognized as an asset at fair
value at the acquisition date, with the fair value recognized as an expense as the asset is
realized or abandoned. IPR&D was previously expensed at the acquisition date; and
    
    Costs associated with restructuring or exit activities of an acquired entity are
expensed when incurred. Previously, such costs were recorded as liabilities at the
acquisition date if specified criteria were met.
 Business Combinations
 Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies Determination of the Useful Life of Intangible Assets Goodwill and Other Intangible Assets Accounting for Contingencies
 Recently Issued Pronouncements Not Yet Adopted
 Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly
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Interim Disclosures about Fair
Value of Financial Instruments Disclosures about Fair Value of Financial
Instruments
 2. Business Combinations
        8




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Cash
    
    $
    5.0Receivables
    
    
    4.7Inventories
    
    
    10.4Developed technology
    
    
    21.2Customer relationships
    
    
    11.8Trade names and trademarks
    
    
    5.4Other assets
    
    
    6.9Payables and accrued expenses
    
    
    (8.5
    )Deferred tax liabilities
    
    
    (9.9
    )47.0Goodwill
    
    
    54.2$
    101.2
 Goodwill and Other Intangible Assets
   9




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Three Months EndedApril 4
    
    March 292009
    
    2008Net sales
    
    $
    95,276
    
    
    
    86,080Net loss
    
    
    (2,504
    )
    
    
    (2,350
    )
 3. Goodwill and Other Intangible Assets
   CommunicationsLXE
    
    
    and Tracking
    
    
    TotalBalance as of December 31, 2008
    
    $
    20,395
    
    
    
    11,007
    
    
    
    31,402Goodwill acquired during period
    
    
    
    
    
    
    54,174
    
    
    
    54,174Foreign currency translation adjustment
    
    
    (879
    )
    
    
    
    
    
    
    (879
    )Balance as of April 4, 2009
    
    $
    19,516
    
    
    
    65,181
    
    
    
    84,697
   Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountDeveloped technology
    
    $
    36,113
    
    
    
    8,594
    
    
    
    27,520Customer relationships
    
    
    13,620
    
    
    
    421
    
    
    
    13,199Trade names and trademarks
    
    
    6,217
    
    
    
    445
    
    
    
    5,772Other
    
    
    4,447
    
    
    
    987
    
    
    
    3,460$
    60,397
    
    
    
    10,447
    
    
    
    49,951
  4. Fair Value of Financial Instruments
  10




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5. Interim Segment Disclosures
   Three Months EndedApril 4
    
    
    March 292009
    
    
    2008Net sales:Communications and Tracking
    
    $
    41,426
    
    
    
    25,822Defense & Space
    
    
    26,908
    
    
    
    15,462LXE
    
    
    23,944
    
    
    
    34,210Total
    
    $
    92,278
    
    
    
    75,494Operating (loss) income:Communications and Tracking
    
    $
    4,307
    
    
    
    3,083Defense & Space
    
    
    2,892
    
    
    
    564LXE
    
    
    (5,061
    )
    
    
    477Corporate & Other
    
    
    (4,080
    )
    
    
    (687
    )Total
    
    $
    (1,942
    )
    
    
    3,437(Loss) earnings before income taxes:Communications and Tracking
    
    $
    5,149
    
    
    
    3,354Defense & Space
    
    
    2,892
    
    
    
    564LXE
    
    
    (5,138
    )
    
    
    403Corporate & Other
    
    
    (5,871
    )
    
    
    (203
    )Total
    
    $
    (2,968
    )
    
    
    4,118Depreciation and amortization:Communications and Tracking
    
    $
    2,675
    
    
    
    1,298Defense & Space
    
    
    806
    
    
    
    672LXE
    
    
    841
    
    
    
    577Corporate and Other
    
    
    285
    
    
    
    206Total
    
    $
    4,607
    
    
    
    2,753
  11




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April 4
    
    
    December 312009
    
    
    2008Assets:Communications and Tracking
    
    $
    216,556
    
    
    
    99,323Defense & Space
    
    
    54,938
    
    
    
    47,417LXE
    
    
    99,542
    
    
    
    107,230Corporate & Other
    
    
    28,433
    
    
    
    73,395Total
    
    $
    399,469
    
    
    
    327,365Concentration of net assets by geographic region:United States
    
    $
    83,642
    
    
    
    128,692Canada
    
    
    43,505
    
    
    
    53,252Europe
    
    
    105,498
    
    
    
    53,801Other
    
    
    6,598
    
    
    
    6,997Total
    
    $
    239,243
    
    
    
    242,742
 6. Earnings Per Share
  Three Months EndedApril 4
    
    March 292009
    
    2008Basic weighted-average number of common shares
outstanding
    
    
    15,146
    
    
    
    15,545Dilutive potential shares using the treasury share method
    
    
    
    
    
    
    223Diluted weighted-average number of common shares
outstanding
    
    
    15,146
    
    
    
    15,768Shares that were not included in computation of diluted earnings
per share that could potentially dilute future basic earnings
per share because their effect on the periods were antidilutive
    
    
    1,016
    
    
    
    113
 7. Comprehensive (Loss) Income
  Three Months EndedApril 4
    
    
    March 292009
    
    
    2008Net (loss) earnings
    
    $
    (2,968
    )
    
    
    4,160Other comprehensive (loss) income:Foreign currency translation adjustment
    
    
    (1,180
    )
    
    
    908$
    (4,148
    )
    
    
    5,068
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8. Inventories
  April 4
    
    
    December 312009
    
    
    2008Parts and materials
    
    $
    31,439
    
    
    
    26,730Work-in-process
    
    
    7,519
    
    
    
    2,404Finished goods
    
    
    7,835
    
    
    
    6,536$
    46,793
    
    
    
    35,670
 9. Revolving Credit Facility
   10. Warranty Liability
  Three Months EndedApril 4
    
    
    March 292009
    
    
    2008Balance at beginning of the period
    
    $
    2,789
    
    
    
    2,647Additions at dates of acquisition for businesses
acquired during period
    
    
    516
    
    
    
    Accruals for warranties issued during the period
    
    
    975
    
    
    
    1,030Settlements made during the period
    
    
    (900
    )
    
    
    (808
    )Balance at end of period
    
    $
    3,380
    
    
    
    2,869
 11. Stock-Based Compensation
  13




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12. Income Taxes
   13. Discontinued Operations
    14. Repurchase of Common Shares
  15. Litigation
  14




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Item 2.
Management s Discussion and Analysis of Financial Condition and Results of Operations
   
    
    Communications and Tracking Offers satellite-based communication, tracking, and messaging
solutions through a broad array of terminals and antennas for the aeronautical, ground-mobile
and emergency management markets. This reportable operating segment includes the product lines
previously reported in the Satellite Communications segment, and the newly acquired Formation,
Inc. (Formation) and Satamatics Global Limited (Satamatics) product lines (refer to Note 2
of the consolidated financial statements in Item 1 of this Quarterly Report for additional
information); and
    
    Defense & Space (D&S) Develops highly engineered subsystems for defense electronics and
sophisticated satellite applications  from military communications, radar, surveillance and
countermeasures to commercial high-definition television, satellite radio, and live TV for
innovative airlines; and
    
    LXE Provides rugged mobile terminals and wireless data collection equipment for logistics
management systems and operates mainly in two markets: the America market which is comprised
of North, South and Central America; and the International market, which is comprised of all
other geographic areas, with the highest concentration in Europe.
  
    
    We completed the acquisitions of Formation and Satamatics on January 9, 2009 and
February 13, 2009, respectively. These newly acquired product lines along with Sky
Connect, LLC (Sky Connect), which was acquired in August of 2008, contributed $17.3
million of net sales and $0.3 million in net earnings in the first quarter of 2009.
    
    Our net loss for the first quarter of 2009 was $3.0 million compared to net earnings of
$4.2 million for the first quarter of 2008. Our operating results for the first quarter of
2009 include $3.9 million of acquisition-related charges, primarily transaction costs that
are now required to be reported as a current expense per Statement of Financial Accounting
Standards (SFAS) No. 141(R), Business Combinations. The first quarter of 2009 also
includes a $1.4 million foreign exchange loss related to the funding of the Satamatics
acquisition, which was required to be paid in British pounds sterling. The loss resulted
from changes in foreign currency exchange rates from the date we funded the transaction to
the date the acquisition was completed. The financial results for the first quarter of 2009
also reflect the effect of amortization of intangible assets related to these acquisitions
of approximately $1.8 million. These acquisition-related items total $7.1 million.
    
    Consolidated net sales increased by 22.2% to $92.3 million in the first quarter of 2009
as compared with the first quarter of 2008, mainly due to higher net sales at
Communications and Tracking and D&S. LXEs net sales were down $10.3 million reflecting
the challenging global economic climate. Net sales for Communications and Tracking included
$17.3 million from the newly acquired product lines.
 15




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
    
    Our first quarter operating loss was $1.9 million as compared with operating income of
$3.4 million in the same period of 2008. The operating loss in the first quarter of 2009
was mainly a result of the $3.9 million acquisition-related charge in the first quarter of
2009, and a $5.1 million operating loss reported by LXE, which includes approximately $1.1
million of severance charges. Operating profits increased for D&S and Communications and
Tracking by $2.3 million and $1.2 million, respectively, in the first quarter of 2009 as
compared with the first quarter of 2008.
 Description of Net Sales, Costs and Expenses
 Net sales
 Revenue Arrangements with Multiple Deliverables, Software Revenue Recognition,
  Cost of sales
     16




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Selling, general and administrative expenses
  Research and development expenses
  Acquisition-related charges
  Interest income
  Interest expense
  Foreign exchange gains and losses
   17




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Income taxes
  Results of Operations
  Three Months EndedApril 4
    
    March 292009
    
    2008Product net sales
    
    
    74.5
    %
    
    
    84.4Service net sales
    
    
    25.5
    
    
    
    15.6Net sales
    
    
    100.0
    
    
    
    100.0Product cost of sales as a percentage of product net sales
    
    
    67.0
    
    
    
    62.2Service cost of sales as a percentage of service net sales
    
    
    73.4
    
    
    
    61.1Cost of sales
    
    
    68.6
    
    
    
    62.0Selling, general and administrative expenses
    
    
    24.5
    
    
    
    26.8Research and development expenses
    
    
    4.8
    
    
    
    6.7Acquisition-related charges
    
    
    4.2
    
    
    
    Operating (loss) income
    
    
    (2.1
    )
    
    
    4.5Interest income
    
    
    0.1
    
    
    
    1.3Interest expense
    
    
    (0.7
    )
    
    
    (0.5
    )Foreign exchange (loss) gain, net
    
    
    (0.5
    )
    
    
    0.1(Loss) earnings before income taxes
    
    
    (3.2
    )
    
    
    5.4Income tax benefit
    
    
    
    
    
    
    0.1Net (loss) earnings
    
    
    (3.2)
    %
    
    
    5.5
 Three Months ended April 4, 2009 and March 29, 2008:
    18




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Net Sales, Cost of Sales, and Operating Income (Loss) by Segment
  Three Months Ended
    
    
    PercentageApril 4
    
    
    March 29
    
    
    Increase2009
    
    
    2008
    
    
    (Decrease)Net sales:Communications and Tracking
    
    $
    41,426
    
    
    
    25,822
    
    
    
    60.4
    %Defense & Space
    
    
    26,908
    
    
    
    15,462
    
    
    
    74.0LXE
    
    
    23,944
    
    
    
    34,210
    
    
    
    (30.0
    )Total
    
    $
    92,278
    
    
    
    75,494
    
    
    
    22.2Cost of sales percentage:Communications and Tracking
    
    
    62.1
    %
    
    
    56.5
    
    
    
    5.6Defense & Space
    
    
    78.4
    
    
    
    78.3
    
    
    
    0.1LXE
    
    
    67.3
    
    
    
    58.6
    
    
    
    8.7Total
    
    
    68.6
    
    
    
    62.0
    
    
    
    6.6Operating income (loss):Communications and Tracking
    
    $
    4,307
    
    
    
    3,083
    
    
    
    39.7Defense & Space
    
    
    2,892
    
    
    
    564
    
    
    
    412.8LXE
    
    
    (5,061
    )
    
    
    477
    
    
    
    (1,161.0
    )Corporate & Other
    
    
    (4,080
    )
    
    
    (687
    )
    
    
    (493.9
    )Total
    
    $
    (1,942
    )
    
    
    3,437
    
    
    
    (156.5
    )
 Communications and Tracking:
   Defense & Space:
 20




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LXE:
   Liquidity and Capital Resources
     21




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Off-Balance Sheet Arrangements
    22




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Commitments and Contractual Obligations
 .
 Critical Accounting Policies
  Risk Factors and Forward-Looking Statements
  §
    
    economic conditions in the U.S. and abroad and their effect on capital spending in our
principal markets;§
    
    difficulty predicting the timing of receipt of major customer orders, and the effect of
customer timing decisions on our results;§
    
    our successful completion of technological development programs and the effects of
technology that may be developed by, and patent rights that may be held or obtained by,
competitors;§
    
    U.S. defense budget pressures on near-term spending priorities;§
    
    uncertainties inherent in the process of converting contract awards into firm
contractual orders in the future;
 23




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##### Table of Contents



§
    
    volatility of foreign currency exchange rates relative to the U.S. dollar and their
effect on purchasing power by international customers, and on the cost structure of our
operations outside the U.S., as well as the potential for realizing foreign exchange gains
and losses associated with assets or liabilities held outside the U.S.;§
    
    successful resolution of technical problems, proposed scope changes, or proposed funding
changes that may be encountered on contracts;§
    
    changes in our consolidated effective income tax rate caused by the extent to which
actual taxable earnings in the U.S., Canada and other taxing jurisdictions may vary from
expected taxable earnings;§
    
    successful transition of products from development stages to an efficient manufacturing
environment;§
    
    changes in the rate at which our products are returned for repair or replacement under
warranty;§
    
    customer response to new products and services, and general conditions in our target
markets (such as logistics, and space-based communications), and whether these responses
and conditions develop according to our expectations;§
    
    the success of certain of our customers in marketing our line of high-speed commercial
airline communications products as a complementary offering with their own lines of
avionics products;§
    
    the continued availability of financing for various mobile and high-speed data communications systems;§
    
    risk that the recent turmoil in the credit markets may make it more difficult for some
customers to obtain financing and adversely affect their ability to pay, which in turn
could have an adverse impact on our business, operating results, and financial condition;§
    
    development of successful working relationships with local business and government
personnel in connection with distribution and manufacture of products in foreign countries;§
    
    the demand growth for various mobile and high-speed data communications services;§
    
    our ability to attract and retain qualified senior management and other personnel,
particularly those with key technical skills;§
    
    our ability to effectively integrate our acquired businesses, products or technologies
into our existing businesses and products, and the risk that any such acquired businesses,
products or technologies do not perform as expected, are subject to undisclosed or
unanticipated liabilities, or are otherwise dilutive to our earnings;§
    
    the increased potential for asset impairment charges as unfavorable economic conditions
might affect the fair value of one or more of our business units;§
    
    the potential effects of SFAS No. 141 (R), Business Combinations, which requires, for
acquisitions completed in 2009 and thereafter, that certain acquisition-related
expenditures should be accounted for as period expenses in the income statement, and that
the acquisition-date fair value will become the measurement objective for all assets
acquired and liabilities assumed, resulting in potential unfavorable effects on the income
statement, including any changes in the amounts expected to be paid on post-acquisition
earn-outs, as well as the accretion of the discounted value of the estimated payments;§
    
    the potential effects, on cash and results of discontinued operations, of final
resolution of potential liabilities under warranties and representations that we made, and
obligations assumed by purchasers, in connection with our dispositions of discontinued
operations;
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##### Table of Contents



§
    
    the availability, capabilities and performance of suppliers of basic materials,
electronic components and sophisticated subsystems on which we must rely in order to
perform according to contract requirements, or to introduce new products on the desired
schedule; and§
    
    uncertainties associated with U.S. export controls and the export license process, which
restrict our ability to hold technical discussions with customers, suppliers and internal
engineering resources and can reduce our ability to obtain sales from foreign customers or
to perform contracts with the desired level of efficiency or profitability.
  Effect of New Accounting Pronouncements
  25




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
  Government-obligations money market funds, other money market
instruments, and interest-bearing time deposits, with maturity
dates of less than 3 months interest payable monthly at variable
rates (a weighted-average rate of 0.14% at April 4, 2009)
    
    $
    9,631Revolving credit agreement with U.S.
and Canadian banks, maturing in
February 2013, interest payable
quarterly at a variable rate (3.64%
at April 4, 2009)
    
    $
    33,876
   Exchange Rate(U.S. Dollar
    
    
    U.S. Dollarsper unit of
    
    
    in thousandslocal currency)
    
    
    (reporting currency)Australia
    
    0.7157 /Dollar
    
    $
    1,632Netherlands
    
    1.3488 /Euro
    
    
    1,102Germany
    
    1.3488 /Euro
    
    
    829Canada
    
    0.8127 /Dollar
    
    
    810Italy
    
    1.3488 /Euro
    
    
    610Sweden
    
    0.1257 /Krona
    
    
    426Belgium
    
    1.3488 /Euro
    
    
    309France
    
    1.3488 /Euro
    
    
    210United Kingdom
    
    1.4828 /Pound
    
    
    (28
    )Total amount subject to foreign currency risk
    
    
    
    
    
    $
    5,900
 26




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##### Table of Contents



Exchange RateFunctionalCurrency per
    
    
    U.S. DollarCurrency
    
    Functional
    
    
    Denominated
    
    
    EquivalentDenomination
    
    Currency
    
    
    Currency
    
    
    (in thousands)USD
    
    CAD
    
    
    0.8127
    
    
    $
    10,183GBP
    
    USD
    
    
    1.4801
    
    
    
    3,474GBP
    
    CAD
    
    
    1.8260
    
    
    
    1,889USD
    
    EUR
    
    
    0.7436
    
    
    
    1,151USD
    
    GBP
    
    
    0.6756
    
    
    
    367EUR
    
    GBP
    
    
    0.9085
    
    
    
    213AUD
    
    CAD
    
    
    0.8761
    
    
    
    168EUR
    
    SEK
    
    
    10.7590
    
    
    
    164EUR
    
    CAD
    
    
    1.6590
    
    
    
    98EUR
    
    USD
    
    
    1.3447
    
    
    
    50Total amount subject to foreign currency risk
    
    $
    17,757
  Average
    
    
    (U.S. Dollar)Notional
    
    
    Contract
    
    
    FairAmount
    
    
    Rate
    
    
    ValueForeign currency forward contracts:U.S. dollars (sell for Canadian dollars)
    
    27,000 Dollar
    
    
    1.2403
    
    
    $
    227Swedish Krona (sell for U.S. dollars)
    
    3,400 Krona
    
    
    0.1239
    
    
    
    9Euros (sell for U.S. dollars)
    
    1,450 Euro
    
    
    1.3416
    
    
    
    (6
    )$
    230
  27




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Item 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   (b) Changes in Internal Control Over Financial Reporting
 Business Combinations,
 28




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PART II
OTHER INFORMATION
 
 Item 1A. Risk Factors
  Unfavorable economic conditions or other developments may affect the fair value of one or more
of our business units and increase the potential for asset impairment charges which could
adversely affect our earnings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  ISSUER
PURCHASES OF EQUITY SECURITIES
 (c) Total Number
    
    (d) Maximum Numberof Shares
    
    (or ApproximatePurchased as
    
    Dollar Value) ofPart of Publicly
    
    Shares that May Yet(a) Total Number
    
    (b) Average
    
    Announced
    
    Be Purchasedof Shares
    
    Price Paid
    
    Plans or
    
    Under the Plans orPeriod
    
    Purchased (1)
    
    Per Share
    
    Program (2)
    
    Programs (3)February 2009 (February 1 to 28)
    
    
    1,633
    
    
    
    
    
    
    
    Total
    
    
    1,633
    
    
    
    
    
    
    
    
    
    
    $10.2 million
 
 (1)
    
    The category includes 1,663 shares delivered to us by employees to pay withholding
taxes due upon vesting of restricted share awards.(2)
    
    During the period covered by this Quarterly Report on Form 10-Q, no shares were
repurchased under the Companys $20 million repurchase program (the Program) which was
initially announced on July 30, 2008. Unless terminated earlier by resolution of the
Companys Board of Directors, the Program will expire when the Company has purchased all
shares authorized for repurchase. The Program does not obligate the Company to repurchase
any particular amount of common shares, and may be suspended or discontinued at any time
without notice.(3)
    
    This balance represents the value of shares that could be repurchased under the Program
as of April 4, 2009.  29




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Item 6. Exhibits
          
 *
    
    Filed herewith 30




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SIGNATURES
  EMS TECHNOLOGIES, INC.By:
    
    /s/ Paul B. Domorski

Paul B. Domorski
    
    
    
    Date: May 14, 2009President, and Chief Executive Officer(Principal Executive Officer)By:
    
    /s/ Gary B. Shell

Gary B. Shell
    
    
    
    Date: May 14, 2009Senior Vice President, Chief FinancialOfficer and Treasurer (Principal Financial Officer)
 31