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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2003

Commission file number 0-6072

EMS TECHNOLOGIES, INC.




(Exact name of registrant as specified in its charter)


|                                                               |  |                         
|-------------------------------------------------------------- |  | ------------------------
|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)


(770) 263-9200




Registrants Telephone Number, Including Area Code

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes x   No o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).   Yes x   No o

The number of shares outstanding of each of the issuers classes of common
stock, as of the close of business on August 6, 2003:

|                             |  |                 
|---------------------------- |  | ----------------
|Class                        |  | Number of Shares
|                             |  |                 
|Common Stock, $.10 par Value |  | 10,664,267      

AVAILABLE INFORMATION

EMS Technologies, Inc. makes available free of charge, on or through its
website at www.ems-t.com, its annual, quarterly and current reports, and any
amendments to those reports, as soon as reasonably practicable after
electronically filing such reports with the Securities and Exchange Commission.
Information contained on the Companys website is not part of this report.





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|                                                               |  |  |  |  |  |  |  | 
|-------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Consolidated Balance Sheets (Unaudited)                       
|Consolidated Balance Sheets (Unaudited), continued            
|Consolidated Statements of Cash Flows (Unaudited)             
|Notes to Interim Consolidated Financial Statements (Unaudited)
|SIGNATURES                                                    
|EX-31.1 SECTION 302 CERTIFICATION OF THE PRES/CEO             
|EX-31.2 SECTION 302 CERTIFICATION OF THE VP/CFO               
|EX-32 SECTION 906 CERTIFICATION OF THE CEO/CFO                



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PART I
FINANCIAL INFORMATION

ITEM 1. Financial Statements

EMS Technologies, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)

|                                             |                                     |   |                |         |                  |  |         |        |         |  |         |         |   |  |         |        | 
|-------------------------------------------- | ----------------------------------- | - | -------------- | ------- | ---------------- |  | ------- | ------ | ------- |  | ------- | ------- | - |  | ------- | ------ | 
|                                             |                                     |   | Quarters Ended |         | Six Months Ended
|                                             |                                     |   |                |         |                 
|                                             |                                     |   | June 28        |         | June 29          |  | June 28 |        | June 29
|                                             |                                     |   | 2003           |         | 2002             |  | 2003    |        | 2002   
|                                             |                                     |   |                |         |                  |  |         |        |        
|Net sales                                    |                                     | $ | 64,381         |         |                  |  | 82,870  |        |         |  | 130,917 |         |   |  | 153,309 |       
|Cost of sales                                |                                     |   | 54,188         |         |                  |  | 56,106  |        |         |  | 98,985  |         |   |  | 102,054 |       
|Selling, general and administrative
expenses |                                     |   | 16,721         |         |                  |  | 14,952  |        |         |  | 31,490  |         |   |  | 29,156  |       
|Research and development expenses            |                                     |   | 6,710          |         |                  |  | 7,537   |        |         |  | 13,044  |         |   |  | 14,188  |       
|                                             |                                     |   |                |         |                  |  |         |        |         |  |         |         |   |  |         |       
|                                             | Operating (loss) income             |   |                | (13,238 | )                |  |         | 4,275  |         |  |         | (12,602 | ) |  |         | 7,911  | 
|Non-operating (expense) income, net          |                                     |   | (265           | )       |                  |  | 55      |        |         |  | (343    | )       |   |  | (11     | )     
|Foreign exchange gain                        |                                     |   | 1,724          |         |                  |  | 200     |        |         |  | 1,996   |         |   |  | 484     |       
|Interest expense                             |                                     |   | (860           | )       |                  |  | (972    | )      |         |  | (1,656  | )       |   |  | (1,809  | )     
|                                             |                                     |   |                |         |                  |  |         |        |         |  |         |         |   |  |         |       
|                                             | Earnings (loss) before income taxes |   |                | (12,639 | )                |  |         | 3,558  |         |  |         | (12,605 | ) |  |         | 6,575  | 
|Income tax expense                           |                                     |   | (1,431         | )       |                  |  | (1,067  | )      |         |  | (1,443  | )       |   |  | (1,972  | )     
|                                             |                                     |   |                |         |                  |  |         |        |         |  |         |         |   |  |         |       
|                                             | Net earnings (loss)                 |   | $              | (14,070 | )                |  |         | 2,491  |         |  |         | (14,048 | ) |  |         | 4,603  | 
|                                             |                                     |   |                |         |                  |  |         |        |         |  |         |         |   |  |         |       
|Net earnings (loss) per share:               |                                     |   |                |         |                  |  |         |        |         |  |         |         |   |  |         |       
|                                             | Basic                               |   | $              | (1.32   | )                |  |         | 0.24   |         |  |         | (1.32   | ) |  |         | 0.44   | 
|                                             | Diluted                             |   | $              | (1.32   | )                |  |         | 0.23   |         |  |         | (1.32   | ) |  |         | 0.43   | 
|Weighted average number of shares:           |                                     |   |                |         |                  |  |         |        |         |  |         |         |   |  |         |       
|                                             | Basic                               |   |                | 10,658  |                  |  |         | 10,527 |         |  |         | 10,658  |   |  |         | 10,486 | 
|                                             | Diluted                             |   |                | 10,658  |                  |  |         | 10,802 |         |  |         | 10,658  |   |  |         | 10,734 | 

See accompanying notes to interim consolidated financial statements.

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EMS Technologies, Inc.




Consolidated Balance Sheets (Unaudited)


(in thousands)


|                                    |                                                |                                     |         |         |         |        |         |         |         | 
|----------------------------------- | ---------------------------------------------- | ----------------------------------- | ------- | ------- | ------- | ------ | ------- | ------- | ------- | 
|                                    |                                                |                                     |         | June 28 |         | Dec 31
|                                    |                                                |                                     |         | 2003    |         | 2002  
|                                    |                                                |                                     |         |         |         |       
|ASSETS                              |                                                |                                     |         |         |         |        |         |        
|Current assets:                     |                                                |                                     |         |         |         |        |         |        
|                                    | Cash and cash equivalents                      |                                     | $       | 11,293  |         |        |         | 12,430  |        
|                                    | Trade accounts receivable                      |                                     |         | 84,861  |         |        |         | 101,828 |        
|                                    | Inventories                                    |                                     |         | 46,766  |         |        |         | 41,003  |        
|                                    | Deferred income taxes                          |                                     |         | 1,693   |         |        |         | 1,693   |        
|                                    |                                                |                                     |         |         |         |        |         |        
|                                    |                                                | Total current assets                |         |         | 144,613 |        |         |         | 156,954 | 
|                                    |                                                |                                     |         |         |         |        |         |        
|Property, plant and equipment:      |                                                |                                     |         |         |         |        |         |        
|                                    | Land                                           |                                     |         | 3,843   |         |        |         | 3,450   |        
|                                    | Building and leasehold improvements            |                                     |         | 21,593  |         |        |         | 20,512  |        
|                                    | Machinery and equipment                        |                                     |         | 91,333  |         |        |         | 81,516  |        
|                                    | Furniture and fixtures                         |                                     |         | 7,080   |         |        |         | 6,751   |        
|                                    |                                                |                                     |         |         |         |        |         |        
|                                    |                                                | Total property, plant and equipment |         |         | 123,849 |        |         |         | 112,229 | 
|                                    | Less accumulated depreciation and amortization |                                     |         | 68,631  |         |        |         | 60,821  |        
|                                    |                                                |                                     |         |         |         |        |         |        
|                                    |                                                | Net property, plant and equipment   |         |         | 55,218  |        |         |         | 51,408  | 
|                                    |                                                |                                     |         |         |         |        |         |        
|Investment in SkyBridge LLP         |                                                |                                     | 17,909  |         |         |        | 17,909  |        
|Deferred income taxes  non-current |                                                |                                     | 1,875   |         |         |        | 1,780   |        
|Accrued pension asset               |                                                |                                     | 3,019   |         |         |        | 2,739   |        
|Intangible assets, net              |                                                |                                     | 3,294   |         |         |        | 3,499   |        
|Goodwill, net                       |                                                |                                     | 13,526  |         |         |        | 13,526  |        
|Other assets                        |                                                |                                     | 7,195   |         |         |        | 8,487   |        
|                                    |                                                |                                     |         |         |         |        |         |        
|                                    |                                                | $                                   | 246,649 |         |         |        | 256,302 |        
|                                    |                                                |                                     |         |         |         |        |         |        

See accompanying notes to interim consolidated financial statements.

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EMS Technologies, Inc.




Consolidated Balance Sheets (Unaudited), continued


(in thousands, except share data)


|                                               |                                                                                                                            |                            |         |         |         |        |         |        |         | 
|---------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------- | ------- | ------ | ------- | ------ | ------- | 
|                                               |                                                                                                                            |                            |         | June 28 |         | Dec 31
|                                               |                                                                                                                            |                            |         | 2003    |         | 2002  
|                                               |                                                                                                                            |                            |         |         |         |       
|LIABILITIES AND STOCKHOLDERS EQUITY           |                                                                                                                            |                            |         |         |         |        |         |       
|Current liabilities:                           |                                                                                                                            |                            |         |         |         |        |         |       
|                                               | Current installments of long-term debt                                                                                     |                            | $       | 38,946  |         |        |         | 33,920 |        
|                                               | Accounts payable                                                                                                           |                            |         | 31,796  |         |        |         | 35,734 |        
|                                               | Accrued compensation                                                                                                       |                            |         | 6,058   |         |        |         | 7,297  |        
|                                               | Accrued retirement costs                                                                                                   |                            |         | 1,421   |         |        |         | 2,511  |        
|                                               | Accrued post-retirement benefits                                                                                           |                            |         | 3,423   |         |        |         | 2,767  |        
|                                               | Deferred service revenue                                                                                                   |                            |         | 5,191   |         |        |         | 4,108  |        
|                                               | Other liabilities                                                                                                          |                            |         | 2,965   |         |        |         | 3,212  |        
|                                               |                                                                                                                            |                            |         |         |         |        |         |       
|                                               |                                                                                                                            | Total current liabilities  |         |         | 89,800  |        |         |        | 89,549  | 
|Long-term debt, excluding current installments |                                                                                                                            |                            | 18,678  |         |         |        | 20,768  |       
|                                               |                                                                                                                            |                            |         |         |         |        |         |       
|                                               |                                                                                                                            | Total liabilities          |         |         | 108,478 |        |         |        | 110,317 | 
|                                               |                                                                                                                            |                            |         |         |         |        |         |       
|Stockholders equity:                          |                                                                                                                            |                            |         |         |         |        |         |       
|                                               | Preferred stock of $1.00 par value per share.
Authorized 10,000,000 shares; none issued                                    |                            |         |        |         |        |         |       |        
|                                               | Common stock of $.10 par value per share.
Authorized 75,000,000 shares;
issued and outstanding 10,658,000 in 2003
and 2002 |                            |         | 1,066   |         |        |         | 1,066  |        
|Additional paid-in capital                     |                                                                                                                            |                            | 60,867  |         |         |        | 60,867  |       
|Accumulated other comprehensive income (loss)  |                                                                                                                            |                            | 413     |         |         |        | (5,821  | )     
|Retained earnings                              |                                                                                                                            |                            | 75,825  |         |         |        | 89,873  |       
|                                               |                                                                                                                            |                            |         |         |         |        |         |       
|                                               |                                                                                                                            | Total stockholders equity |         |         | 138,171 |        |         |        | 145,985 | 
|                                               |                                                                                                                            |                            |         |         |         |        |         |       
|                                               |                                                                                                                            | $                          | 246,649 |         |         |        | 256,302 |       
|                                               |                                                                                                                            |                            |         |         |         |        |         |       

See accompanying notes to interim consolidated financial statements.

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EMS Technologies, Inc.




Consolidated Statements of Cash Flows (Unaudited)


(in thousands)


|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |         |       |        |       | 
|-------------------------------------------------- | ----------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------- | ----------------------------------------- | ----- | ---------------- | ------ | ------- | ----- | ------ | ----- | 
|                                                   |                                                                                     |                                              |                                                               |                                           |       | Six Months Ended
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                 
|                                                   |                                                                                     |                                              |                                                               |                                           |       | June 28          |        | June 29
|                                                   |                                                                                     |                                              |                                                               |                                           |       | 2003             |        | 2002   
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|Cash flows from operating activities:              |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|                                                   | Net earnings (loss)                                                                 |                                              | $                                                             | (14,048                                   | )     |                  |        | 4,603   |      
|                                                   | Adjustments to reconcile net earnings to net cash provided by
operating activities: |                                              |                                                               |                                           |       |                  |        |         |      
|                                                   |                                                                                     | Depreciation and amortization                |                                                               |                                           | 5,799 |                  |        |         | 5,725 |       
|                                                   |                                                                                     | Deferred income taxes                        |                                                               |                                           | (95   | )                |        |         |      |       
|                                                   |                                                                                     | Changes in operating assets and liabilities: |                                                               |                                           |       |                  |        |         |       |       
|                                                   |                                                                                     |                                              | Trade accounts receivable                                     |                                           |       | 23,421           |        |         |       | (2,254 | )    
|                                                   |                                                                                     |                                              | Inventories                                                   |                                           |       | (2,756           | )      |         |       | (4,069 | )    
|                                                   |                                                                                     |                                              | Non-trade foreign government receivable                       |                                           |       | 3,045            |        |         |       | (2,398 | )    
|                                                   |                                                                                     |                                              | Accounts payable                                              |                                           |       | (10,247          | )      |         |       | (758   | )    
|                                                   |                                                                                     |                                              | Income taxes payable                                          |                                           |       | (199             | )      |         |       | 2,214  |      
|                                                   |                                                                                     |                                              | Accrued costs, deferred revenue and other current liabilities |                                           |       | (1,286           | )      |         |       | (1,071 | )    
|                                                   |                                                                                     |                                              | Other                                                         |                                           |       | 414              |        |         |       | 349    |      
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|                                                   |                                                                                     |                                              |                                                               | Net cash provided by operating activities |       |                  | 4,048  |         |       |        | 2,341 | 
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|Cash flows used in investing activities:           |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|                                                   | Purchase of property, plant and equipment                                           |                                              |                                                               | (5,455                                    | )     |                  |        | (8,790  | )    
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|Cash flows from financing activities:              |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|                                                   | Proceeds from new term debt                                                         |                                              |                                                               |                                          |       |                  |        | 2,446   |      
|                                                   | Repayments of term debt                                                             |                                              |                                                               | (930                                      | )     |                  |        | (1,272  | )    
|                                                   | Net increase in revolving debt                                                      |                                              |                                                               | 963                                       |       |                  |        | 4,317   |      
|                                                   | Proceeds from exercise of stock options, net of withholding                         |                                              |                                                               |                                          |       |                  |        | 1,097   |      
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|                                                   |                                                                                     |                                              |                                                               | Net cash provided by financing activities |       |                  | 33     |         |       |        | 6,588 | 
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|                                                   |                                                                                     |                                              |                                                               | Net change in cash and cash equivalents   |       |                  | (1,374 | )       |       |        | 139   | 
|Effect of exchange rates on cash                   |                                                                                     |                                              | 237                                                           |                                           |       |                  | (615   | )      
|Cash and cash equivalents at beginning of period   |                                                                                     |                                              | 12,430                                                        |                                           |       |                  | 11,777 |        
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|Cash and cash equivalents at end of period         |                                                                                     | $                                            | 11,293                                                        |                                           |       |                  | 11,301 |        
|                                                   |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|Supplemental disclosures of cash flow information: |                                                                                     |                                              |                                                               |                                           |       |                  |        |        
|                                                   |                                                                                     |                                              | Cash paid for interest                                        |                                           | $     | 1,657            |        |         |       | 1,880  |      
|                                                   |                                                                                     |                                              | Cash paid for income taxes                                    |                                           |       | 453              |        |         |       | 117    |      

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Non-Cash Investing and Financing:

In April 2002, the Company acquired Ottercom Ltd., a leading provider of
Inmarsat communication terminals located in Tewkesbury, UK. Ottercom Ltd.
products include critical components for EMS SATCOMs high-speed
aeronautical data products. The company, now called EMS SATCOM UK, Ltd.,
operates as a unit of the Companys SATCOM segment. Management believes
that this acquisition will help strengthen the Companys presence in global
mobile Internet/e-mail access and communications, and will enable the
Company to broaden its wireless product offerings and in-house development
capability.

To accomplish this transaction, EMS issued 81,245 new shares of its common
stock (valued at $1.9 million) and assumed liabilities totaling
approximately $1.2 million. No goodwill was recognized in this transaction;
rather, the $3.1 million total of net assets acquired was recorded as an
intangible asset on the balance sheet. This intangible represents the value
of Ottercom Ltd.s satellite communications technologies, intellectual
property and product designs. This intangible will be amortized over an
estimated useful life of 6 years.

See accompanying notes to interim consolidated financial statements.

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EMS Technologies, Inc.




Notes to Interim Consolidated Financial Statements (Unaudited)



|1. |  | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The interim consolidated financial statements include the accounts of EMS
Technologies, Inc. and its wholly-owned subsidiaries LXE Inc. and EMS
Technologies Canada, Ltd. (collectively, the Company). In the opinion of
management, the interim consolidated financial statements reflect all normal
and recurring adjustments necessary for a fair presentation of results for
such periods. The results of operations for any interim period are not
necessarily indicative of results for the full year. Certain prior period
financial statement balances have been reclassified to conform to the
current periods classification. These consolidated financial statements
should be read in conjunction with the consolidated financial statements and
related notes contained in the Companys Annual Report on Form 10-K for the
year ended December 31, 2002.                                                                                                                                                                                                                                                                                                              
|  
|   |  |  Stock Option Plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | Prior to January 1, 1996, the Company accounted for its stock option plans
in accordance with the provisions of Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. As such, compensation expense would be recorded on the date
of grant only if the current market price of the underlying stock exceeded
the exercise price. On January 1, 1996, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation, which permits entities to recognize as expense, over the
vesting period, the fair value of all stock-based awards on the date of
grant. Alternatively, SFAS No. 123 also allows entities to continue to apply
the provisions of APB Opinion No. 25 and provide pro forma net earnings and
pro forma earnings per share disclosures for employee stock option grants
made in 1995 and future years as if the fair-value-based method defined in
SFAS No. 123 had been applied. The Company has elected to continue to apply
the provisions of APB Opinion No. 25 and provide the pro forma disclosure
required by SFAS No. 123.
|  
|   |  | The Company has adopted SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, including the interim reporting
requirements. The following table illustrates the effect on net earnings and
earnings per share if the Company had applied the fair value method to
measure stock-based compensation (in thousands, except net earnings per
share):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|                                       |                                                                                                    |  |                |         |                  |  |        |       |        |  |  |         |   |  |  |        |  
|-------------------------------------- | -------------------------------------------------------------------------------------------------- |  | -------------- | ------- | ---------------- |  | ------ | ----- | ------ |  |  | ------- | - |  |  | ------ | -
|                                       |                                                                                                    |  | Quarters Ended |         | Six Months Ended
|                                       |                                                                                                    |  |                |         |                 
|                                       |                                                                                                    |  | Jun 28         |         | Jun 29           |  | Jun 28 |       | Jun 29
|                                       |                                                                                                    |  | 2003           |         | 2002             |  | 2003   |       | 2002  
|                                       |                                                                                                    |  |                |         |                  |  |        |       |       
|Net earnings (loss):                   |                                                                                                    |  |                |         |                  |  |        |       |        |  |  |         |   |  |  |       
|                                       | As reported                                                                                        |  | $              | (14,070 | )                |  |        | 2,491 |        |  |  | (14,048 | ) |  |  | 4,603  |  
|                                       | Less: Stock-based employee compensation
expense determined under the fair value method, net of tax |  |                | (486    | )                |  |        | (676  | )      |  |  | (1,076  | ) |  |  | (1,115 | )
|                                       |                                                                                                    |  |                |         |                  |  |        |       |        |  |  |         |   |  |  |       
|                                       | Pro forma                                                                                          |  | $              | (14,556 | )                |  |        | 1,815 |        |  |  | (15,124 | ) |  |  | 3,488 
|                                       |                                                                                                    |  |                |         |                  |  |        |       |        |  |  |         |   |  |  |       
|Basic net earnings (loss) per share:   |                                                                                                    |  |                |         |                  |  |        |       |        |  |  |         |   |  |  |       
|                                       | As reported                                                                                        |  | $              | (1.32   | )                |  |        | 0.24  |        |  |  | (1.32   | ) |  |  | 0.44   |  
|                                       | Pro forma                                                                                          |  | $              | (1.37   | )                |  |        | 0.17  |        |  |  | (1.42   | ) |  |  | 0.33   |  
|Diluted net earnings (loss) per share: |                                                                                                    |  |                |         |                  |  |        |       |        |  |  |         |   |  |  |       
|                                       | As reported                                                                                        |  | $              | (1.32   | )                |  |        | 0.23  |        |  |  | (1.32   | ) |  |  | 0.43   |  
|                                       | Pro forma                                                                                          |  | $              | (1.37   | )                |  |        | 0.17  |        |  |  | (1.42   | ) |  |  | 0.32   |  

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|2. |  | Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company uses derivative financial instruments (forward exchange
contracts) to hedge currency fluctuations in future cash flows denominated
in foreign currencies, thereby limiting the Companys risk that would
otherwise result from changes in exchange rates. The Company has established
policies and procedures for risk assessment and the approval, reporting and
monitoring of derivative financial instrument activities. The Company does
not enter into derivative financial instruments for trading or speculative
purposes.                    
|  
|   |  | SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, requires the Company to recognize all derivatives on the
balance sheet at fair value. Under SFAS No. 133, certain of the Companys
routine long-term contracts to deliver Space & Technology products are
considered to be derivative instruments, because these contracts create
long-term obligations for non-U.S. customers to pay the Companys Canadian
subsidiary in U.S. dollars. Changes in the fair values of these embedded
derivatives are included in current earnings.
|  
|   |  | The derivative activity as reported in the Companys financial statements
during the second quarters and six months ended was (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                                           |                                                                                           |                                                                                         |       |                |     |                  |      |         |      |         |       |       |       |  |      |     |    | 
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ----- | -------------- | --- | ---------------- | ---- | ------- | ---- | ------- | ----- | ----- | ----- |  | ---- | --- | -- | 
|                                                           |                                                                                           |                                                                                         |       | Quarters Ended |     | Six Months Ended
|                                                           |                                                                                           |                                                                                         |       |                |     |                 
|                                                           |                                                                                           |                                                                                         |       | June 28        |     | June 29          |      | June 28 |      | June 29
|                                                           |                                                                                           |                                                                                         |       | 2003           |     | 2002             |      | 2003    |      | 2002   
|                                                           |                                                                                           |                                                                                         |       |                |     |                  |      |         |      |        
|Net asset (liability) for derivatives, beginning of
period |                                                                                           | $                                                                                       | 893   |                |     |                  | 142  |         |      |         | (246  | )     |       |  | (166 | )  
|                                                           |                                                                                           |                                                                                         |       |                |     |                  |      |         |      |         |       |       |       |  |      |    
|Sales:                                                     |                                                                                           |                                                                                         |       |                |     |                  |      |         |      |         |       |       |       |  |      |    
|                                                           | Gain in value of embedded derivatives                                                     |                                                                                         |       | 12             |     |                  |      |        |      |         |       | 100   |       |  |      | 159 |   
|Foreign exchange gain (loss) on derivative
instruments:    |                                                                                           |                                                                                         |       |                |     |                  |      |         |      |         |       |       |       |  |      |    
|                                                           | Gain (loss) in value on derivative instruments
that do not qualify as hedging instruments |                                                                                         |       | 814            |     |                  |      | (217    | )    |         |       | 1,689 |       |  |      | (68 | ) 
|                                                           | Matured foreign exchange contracts                                                        |                                                                                         |       | (634           | )   |                  |      | (50     | )    |         |       | (458  | )     |  |      | (50 | ) 
|                                                           |                                                                                           |                                                                                         |       |                |     |                  |      |         |      |         |       |       |       |  |      |    
|                                                           |                                                                                           | Net statement of operations gain (loss) from
changes in value of derivative instruments |       |                | 192 |                  |      |         | (267 | )       |       |       | 1,331 |  |      |     | 41 | 
|                                                           |                                                                                           |                                                                                         |       |                |     |                  |      |         |      |         |       |       |       |  |      |    
|Net asset (liability) for derivatives, end of period       |                                                                                           | $                                                                                       | 1,085 |                |     |                  | (125 | )       |      |         | 1,085 |       |       |  | (125 | )  
|                                                           |                                                                                           |                                                                                         |       |                |     |                  |      |         |      |         |       |       |       |  |      |    

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|   |  | All of the foreign currency contracts currently in place will expire by the
end of the fourth quarter of 2003.                                                                                                                                                                                                                                                                                                                                                      
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Earnings Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |  | Basic earnings per share is the per share allocation of income available to
common stock-holders based only on the weighted average number of common
shares actually outstanding during the period. Diluted earnings per share
represents the per share allocation of income attributable to common
stockholders based on the weighted average number of common shares actually
outstanding plus all dilutive potential common shares outstanding during the
period.
|  
|   |  | The Company has granted stock options that are potentially dilutive to basic
earnings per share, summarized as follows (shares in thousands):                                                                                                                                                                                                                                                                                                                       

|                                                                     |                         |  |         |       |         |  |  |       | 
|-------------------------------------------------------------------- | ----------------------- |  | ------- | ----- | ------- |  |  | ----- | 
|                                                                     |                         |  | June 28 |       | June 29
|                                                                     |                         |  | 2003    |       | 2002   
|                                                                     |                         |  |         |       |        
|Dilutive stock options, included in earnings
per share calculations: |                         |  |         |       |         |  |  |      
|                                                                     | Shares                  |  |         | 286   |         |  |  | 1,603 | 
|                                                                     | Average price per share |  | $       | 11.83 |         |  |  | 15.74 | 
|Anti-dilutive stock options, excluded from
per share calculations:   |                         |  |         |       |         |  |  |      
|                                                                     | Shares                  |  |         | 1,818 |         |  |  | 395   | 
|                                                                     | Average price per share |  | $       | 17.61 |         |  |  | 23.81 | 



| |  | For each earnings per share calculation reported for the second quarters and
first six-month periods of 2003 and 2002, the numerators were the same as
reported in the statement of operations. Following is a reconciliation of
the denominator for basic and diluted earnings per share calculations for
the second quarters and six months ended June 28, 2003 and June 29, 2002 (in
thousands):
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                         |  |                |        |                  |  |         |        |         |  |  |        |  |  |  |        | 
|------------------------------------------------------------------------ |  | -------------- | ------ | ---------------- |  | ------- | ------ | ------- |  |  | ------ |  |  |  | ------ | 
|                                                                         |  | Quarters Ended |        | Six Months Ended
|                                                                         |  |                |        |                 
|                                                                         |  | June 28        |        | June 29          |  | June 28 |        | June 29
|                                                                         |  | 2003           |        | 2002             |  | 2003    |        | 2002   
|                                                                         |  |                |        |                  |  |         |        |        
|Basic-weighted average common shares
outstanding                         |  |                | 10,658 |                  |  |         | 10,527 |         |  |  | 10,658 |  |  |  | 10,486 | 
|Common equivalent shares from stock options                              |  |                |       |                  |  |         | 275    |         |  |  |       |  |  |  | 248    | 
|                                                                         |  |                |        |                  |  |         |        |         |  |  |        |  |  |  |        | 
|Diluted-weighted average common and common
equivalent shares outstanding |  |                | 10,658 |                  |  |         | 10,802 |         |  |  | 10,658 |  |  |  | 10,734 | 
|                                                                         |  |                |        |                  |  |         |        |         |  |  |        |  |  |  |        | 

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|4. |  | Comprehensive Income (Loss)                                          
|-- |  | ---------------------------------------------------------------------
|  
|   |  | Following is a summary of comprehensive income (loss) (in thousands):

|                                   |                                                                           |                             |         |                |         |                  |       |         |       |         |         |       |        |   |       |       |       | 
|---------------------------------- | ------------------------------------------------------------------------- | --------------------------- | ------- | -------------- | ------- | ---------------- | ----- | ------- | ----- | ------- | ------- | ----- | ------ | - | ----- | ----- | ----- | 
|                                   |                                                                           |                             |         | Quarters Ended |         | Six Months Ended
|                                   |                                                                           |                             |         |                |         |                 
|                                   |                                                                           |                             |         | June 28        |         | June 29          |       | June 28 |       | June 29
|                                   |                                                                           |                             |         | 2003           |         | 2002             |       | 2003    |       | 2002   
|                                   |                                                                           |                             |         |                |         |                  |       |         |       |        
|Net income (loss)                  |                                                                           | $                           | (14,070 | )              |         |                  | 2,491 |         |       |         | (14,048 | )     |        |   | 4,603 |      
|Other comprehensive income (loss): |                                                                           |                             |         |                |         |                  |       |         |       |         |         |       |        |   |       |      
|                                   | Foreign currency translation adjustment                                   |                             |         | 3,004          |         |                  |       | 1,937   |       |         |         | 6,234 |        |   |       | 2,207 |      
|                                   | Other than temporary impairment of
investment security available for sale |                             |         | 155            |         |                  |       |        |       |         |         |      |        |   |       |      |      
|                                   |                                                                           |                             |         |                |         |                  |       |         |       |         |         |       |        |   |       |      
|                                   |                                                                           | Comprehensive income (loss) |         | $              | (10,911 | )                |       |         | 4,428 |         |         |       | (7,814 | ) |       |       | 6,810 | 
|                                   |                                                                           |                             |         |                |         |                  |       |         |       |         |         |       |        |   |       |      



|5. |  | Trade Accounts Receivable                                      
|-- |  | ---------------------------------------------------------------
|  
|   |  | Trade accounts receivable include the following (in thousands):

|                                            |                                |   |         |        |        |  |        |         | 
|------------------------------------------- | ------------------------------ | - | ------- | ------ | ------ |  | ------ | ------- | 
|                                            |                                |   | June 28 |        | Dec 31
|                                            |                                |   | 2003    |        | 2002  
|                                            |                                |   |         |        |       
|Amounts billed                              |                                | $ | 58,991  |        |        |  | 61,969 |        
|Unbilled revenues under long-term contracts |                                |   | 31,765  |        |        |  | 47,878 |        
|Customer advanced payments                  |                                |   | (3,328  | )      |        |  | (6,912 | )      
|Allowance for doubtful accounts             |                                |   | (2,567  | )      |        |  | (1,107 | )      
|                                            |                                |   |         |        |        |  |        |        
|                                            | Trade accounts receivable, net |   | $       | 84,861 |        |  |        | 101,828 | 
|                                            |                                |   |         |        |        |  |        |        



|6. |  | Inventories                                      
|-- |  | -------------------------------------------------
|  
|   |  | Inventories include the following (in thousands):

|                    |                  |   |         |        |        |  |        |        | 
|------------------- | ---------------- | - | ------- | ------ | ------ |  | ------ | ------ | 
|                    |                  |   | June 28 |        | Dec 31
|                    |                  |   | 2003    |        | 2002  
|                    |                  |   |         |        |       
|Parts and materials |                  | $ | 32,751  |        |        |  | 27,073 |       
|Work in process     |                  |   | 10,345  |        |        |  | 9,569  |       
|Finished goods      |                  |   | 3,670   |        |        |  | 4,361  |       
|                    |                  |   |         |        |        |  |        |       
|                    | Inventories, net |   | $       | 46,766 |        |  |        | 41,003 | 
|                    |                  |   |         |        |        |  |        |       

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|7. |  | Interim Segment Disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company is organized into five reportable segments: Space &
Technology/Atlanta, Space & Technology/Montreal, LXE, EMS Wireless and
SATCOM. Each segment is separately managed and comprises a range of products
and services that share distinct operating characteristics. The Company
evaluates each segment primarily upon operating profit.                                                                                                                                                                                                                                                                    
|  
|   |  | The Space & Technology segments manufacture custom-designed, highly
engineered hardware for use in advanced communications. The Space &
Technology/Atlanta segment primarily serves the defense market, while the
Space & Technology/Montreal segment provides products for the commercial
satellite market. Orders in both these segments typically involve
development and production schedules that can extend a year or more; and
most revenues are recognized under percentage-of-completion long-term
contract accounting. Hardware is sold to prime contractors or systems
integrators rather than to end-users.
|  
|   |  | The LXE segment manufactures wireless local area networks (LAN) products
for use mainly in logistics. The manufacturing cycle for each order is
generally just a few days, and revenues are recognized upon shipment of
hardware. Hardware is marketed to end-users and to third parties that
incorporate their products and services with the Companys hardware for
delivery to end-users.                                                                                                                                                                                                                         
|  
|   |  | The EMS Wireless segment manufactures antennas and repeaters for
PCS/cellular communications systems. The manufacturing cycle for each order
is generally just a few days, and revenues are generally recognized upon
shipment of hardware. Hardware is marketed to wireless service providers and
to original equipment manufacturers (OEMs) for mobile voice/paging
services, as well as for other emerging high-speed wireless systems.                                                                                                                                                                           
|  
|   |  | The SATCOM segment manufactures antennas and other hardware for satellite
communications systems. The manufacturing cycle for most orders is generally
just a few days, and revenues are recognized upon shipment of hardware. The
SATCOM segment also has orders that involve development and production
schedules that can extend a year or more, and these revenues are recognized
under percentage-of-completion long-term contract accounting. Hardware is
marketed to third parties that incorporate their products and services with
the Companys hardware for delivery to end-users.                          

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| |  | Following is a summary of the Companys interim segment data (in thousands):
| |  | ----------------------------------------------------------------------------

|                         |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |        |         | 
|------------------------ | --------------------------- | ----- | - | -------------- | ------- | ---------------- |  | ------- | ------ | ------- |  | ------- | ------- | - |  | ------ | ------- | 
|                         |                             |       |   | Quarters Ended |         | Six Months Ended
|                         |                             |       |   |                |         |                 
|                         |                             |       |   | June 28        |         | June 29          |  | June 28 |        | June 29
|                         |                             |       |   | 2003           |         | 2002             |  | 2003    |        | 2002   
|                         |                             |       |   |                |         |                  |  |         |        |        
|Revenues:                |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       
|                         | Space & Technology/Atlanta  |       | $ | 10,945         |         |                  |  | 11,778  |        |         |  | 23,089  |         |   |  | 23,485 |        
|                         | Space & Technology/Montreal |       |   | (3,689         | )       |                  |  | 20,131  |        |         |  | 4,427   |         |   |  | 35,846 |        
|                         | LXE                         |       |   | 24,250         |         |                  |  | 21,911  |        |         |  | 46,349  |         |   |  | 41,796 |        
|                         | EMS Wireless                |       |   | 15,306         |         |                  |  | 14,928  |        |         |  | 24,112  |         |   |  | 27,661 |        
|                         | SATCOM                      |       |   | 11,207         |         |                  |  | 8,836   |        |         |  | 21,789  |         |   |  | 15,141 |        
|                         | Other                       |       |   | 6,362          |         |                  |  | 5,286   |        |         |  | 11,151  |         |   |  | 9,380  |        
|                         |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       
|                         |                             | Total |   | $              | 64,381  |                  |  |         | 82,870 |         |  |         | 130,917 |   |  |        | 153,309 | 
|                         |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       
|Operating income (loss): |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       
|                         | Space & Technology/Atlanta  |       | $ | 802            |         |                  |  | 515     |        |         |  | 1,869   |         |   |  | 1,384  |        
|                         | Space & Technology/Montreal |       |   | (18,032        | )       |                  |  | 732     |        |         |  | (20,067 | )       |   |  | 1,501  |        
|                         | LXE                         |       |   | 1,641          |         |                  |  | 590     |        |         |  | 2,981   |         |   |  | 1,283  |        
|                         | EMS Wireless                |       |   | 1,547          |         |                  |  | 1,749   |        |         |  | 1,677   |         |   |  | 2,683  |        
|                         | SATCOM                      |       |   | 820            |         |                  |  | 881     |        |         |  | 2,354   |         |   |  | 1,721  |        
|                         | Other                       |       |   | (16            | )       |                  |  | (192    | )      |         |  | (1,416  | )       |   |  | (661   | )      
|                         |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       
|                         |                             | Total |   | $              | (13,238 | )                |  |         | 4,275  |         |  |         | (12,602 | ) |  |        | 7,911   | 
|                         |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       
|Net earnings (loss):     |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       
|                         | Space & Technology/Atlanta  |       | $ | 434            |         |                  |  | 215     |        |         |  | 1,003   |         |   |  | 638    |        
|                         | Space & Technology/Montreal |       |   | (16,637        | )       |                  |  | 518     |        |         |  | (18,509 | )       |   |  | 746    |        
|                         | LXE                         |       |   | 922            |         |                  |  | 709     |        |         |  | 1,722   |         |   |  | 973    |        
|                         | EMS Wireless                |       |   | 880            |         |                  |  | 1,044   |        |         |  | 955     |         |   |  | 1,555  |        
|                         | SATCOM                      |       |   | 552            |         |                  |  | 415     |        |         |  | 1,812   |         |   |  | 1,113  |        
|                         | Other                       |       |   | (169           | )       |                  |  | (145    | )      |         |  | (1,337  | )       |   |  | (586   | )      
|                         | Corporate                   |       |   | (52            | )       |                  |  | (265    | )      |         |  | 306     |         |   |  | 164    |        
|                         |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       
|                         |                             | Total |   | $              | (14,070 | )                |  |         | 2,491  |         |  |         | (14,048 | ) |  |        | 4,603   | 
|                         |                             |       |   |                |         |                  |  |         |        |         |  |         |         |   |  |       

|          |                             |       |   |         |         |        |  |        |         | 
|--------- | --------------------------- | ----- | - | ------- | ------- | ------ |  | ------ | ------- | 
|          |                             |       |   | June 28 |         | Dec 31
|          |                             |       |   | 2003    |         | 2002  
|          |                             |       |   |         |         |       
|Assets:   |                             |       |   |         |         |        |  |       
|          | Space & Technology/Atlanta  |       | $ | 40,291  |         |        |  | 52,009 |        
|          | Space & Technology/Montreal |       |   | 77,370  |         |        |  | 86,906 |        
|          | LXE                         |       |   | 63,127  |         |        |  | 67,152 |        
|          | EMS Wireless                |       |   | 25,624  |         |        |  | 21,277 |        
|          | SATCOM                      |       |   | 27,508  |         |        |  | 23,261 |        
|          | Other                       |       |   | 6,364   |         |        |  | 5,185  |        
|          | Corporate                   |       |   | 6,365   |         |        |  | 512    |        
|          |                             |       |   |         |         |        |  |       
|          |                             | Total |   | $       | 246,649 |        |  |        | 256,302 | 
|          |                             |       |   |         |         |        |  |       
|Goodwill: |                             |       |   |         |         |        |  |       
|          | LXE                         |       | $ | 9,982   |         |        |  | 9,982  |        
|          | EMS Wireless                |       |   | 3,544   |         |        |  | 3,544  |        
|          |                             |       |   |         |         |        |  |       
|          |                             | Total |   | $       | 13,526  |        |  |        | 13,526  | 
|          |                             |       |   |         |         |        |  |       

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|8. |  | Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In April 2002, the Company acquired Ottercom Ltd., a leading provider of
Inmarsat communication terminals located in Tewkesbury, UK. Ottercom Ltd.
products include critical components for EMS SATCOMs high-speed
aeronautical data products. The company, now called EMS SATCOM UK, Ltd.,
operates as a unit of the Companys SATCOM segment. Management believes
that this acquisition will help strengthen the Companys presence in global
mobile Internet/e-mail access and communications, and will enable the
Company to broaden its wireless product offerings and in-house development
capability.
|  
|   |  | To accomplish this transaction, EMS issued 81,245 new shares of its common
stock (valued at $1.9 million) and assumed liabilities totaling
approximately $1.2 million. No goodwill was recognized in this transaction;
rather, the $3.1 million total of net assets acquired was recorded as an
intangible asset on the balance sheet. This intangible represents the value
of Ottercom Ltd.s satellite communications technologies, intellectual
property and product designs. This intangible will be amortized over an
estimated useful life of 6 years.                                                 
|  
|9. |  | Warranty Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | The Company provides a limited warranty for each of its products. The basic
warranty periods vary from one to five years, depending upon the type of
product. For certain products, customers can purchase warranty coverage for
specified additional periods.                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | The Company records a liability for the estimated costs to be incurred under
warranties. The amount of this liability is based upon historical, as well
as expected, rates of warranty claims. The warranty liability is
periodically reviewed for adequacy and adjusted as necessary. Following is
a reconciliation of the aggregate product warranty liability for the quarter
and six months ended June 28, 2003 (in thousands):                                                                                                                                                                          

|                                                 |  |               |       |  
|------------------------------------------------ |  | ------------- | ----- | -
|                                                 |  | Quarter Ended
|                                                 |  | June 28 2003 
|                                                 |  |              
|Balance at March 29, 2003                        |  | $             | 1,437 |  
|Accruals for warranties issued during the period |  |               | 243   |  
|Settlements made during the period               |  |               | (70   | )
|                                                 |  |               |       |  
|Balance at June 28, 2003                         |  | $             | 1,610 |  
|                                                 |  |               |       |  

|                                                 |  |                  |       |  
|------------------------------------------------ |  | ---------------- | ----- | -
|                                                 |  | Six Months Ended
|                                                 |  | June 282003     
|                                                 |  |                 
|Balance at December 31, 2002                     |  | $                | 1,418 |  
|Accruals for warranties issued during the period |  |                  | 500   |  
|Settlements made during the period               |  |                  | (308  | )
|                                                 |  |                  |       |  
|Balance at June 28, 2003                         |  | $                | 1,610 |  
|                                                 |  |                  |       |  

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|10. |  | Pro-Forma Consolidated Financial Statements for Discontinued Operations
|--- |  | -----------------------------------------------------------------------

EMS Technologies, Inc.
Pro-Forma Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)

The following summary comparative results are presented on a pro forma basis to
reflect the effect of discontinued operations treatment, which will be adopted
in the third quarter of 2003 subsequent to the Companys recent adoption of a
plan to sell its Space & Technology/Montreal commercial space division.

|                                             |                                      |                                   |         |                |       |                  |        |         |      |         |         |         |       |   |         |       |      | 
|-------------------------------------------- | ------------------------------------ | --------------------------------- | ------- | -------------- | ----- | ---------------- | ------ | ------- | ---- | ------- | ------- | ------- | ----- | - | ------- | ----- | ---- | 
|                                             |                                      |                                   |         | Quarters Ended |       | Six Months Ended
|                                             |                                      |                                   |         |                |       |                 
|                                             |                                      |                                   |         | June 28        |       | June 29          |        | June 28 |      | June 29
|                                             |                                      |                                   |         | 2003           |       | 2002             |        | 2003    |      | 2002   
|                                             |                                      |                                   |         |                |       |                  |        |         |      |        
|Net sales                                    |                                      | $                                 | 68,070  |                |       |                  | 62,739 |         |      |         | 126,490 |         |       |   | 117,622 |      
|                                            
|Operating income                             |                                      |                                   | 4,794   |                |       |                  | 3,543  |         |      |         | 7,465   |         |       |   | 6,410   |      
|                                            
|Earnings before income taxes                 |                                      |                                   | 3,535   |                |       |                  | 2,772  |         |      |         | 5,672   |         |       |   | 5,460   |      
|                                            
|Earnings from continuing operations          |                                      |                                   | 2,567   |                |       |                  | 1,973  |         |      |         | 4,461   |         |       |   | 3,857   |      
|Earnings (loss) from discontinued
operations |                                      |                                   | (16,637 | )              |       |                  | 518    |         |      |         | (18,509 | )       |       |   | 746     |      
|                                             |                                      |                                   |         |                |       |                  |        |         |      |         |         |         |       |   |         |      
|                                             | Net earnings (loss)                  |                                   | $       | (14,070        | )     |                  |        | 2,491   |      |         |         | (14,048 | )     |   |         | 4,603 |     
|                                             |                                      |                                   |         |                |       |                  |        |         |      |         |         |         |       |   |         |      
|Net earnings (loss) per share:               |                                      |                                   |         |                |       |                  |        |         |      |         |         |         |       |   |         |      
|                                             | Diluted from continuing operations   |                                   | $       | 0.23           |       |                  |        | 0.17    |      |         |         | 0.40    |       |   |         | 0.33  |     
|                                             | Diluted from discontinued operations |                                   |         | (1.55          | )     |                  |        | 0.06    |      |         |         | (1.72   | )     |   |         | 0.10  |     
|                                             |                                      |                                   |         |                |       |                  |        |         |      |         |         |         |       |   |         |      
|                                             |                                      | Diluted earnings (loss) per share |         | $              | (1.32 | )                |        |         | 0.23 |         |         |         | (1.32 | ) |         |       | 0.43 | 
|                                             |                                      |                                   |         |                |       |                  |        |         |      |         |         |         |       |   |         |      

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|10. |  | Pro-Forma Consolidated Financial Statements for Discontinued Operations, continued
|--- |  | ----------------------------------------------------------------------------------

EMS Technologies, Inc.
Pro-Forma Consolidated Balance Sheets (Unaudited)
(in thousands)

The Companys following summary comparative balance sheets are presented on a
pro forma basis to reflect the effect of discontinued operations treatment,
which will be adopted in the third quarter of 2003 subsequent to the Companys
recent adoption of a plan to sell its Space & Technology/ Montreal commercial
space division.

|                                               |                                        |                           |         |         |         |        |         |        |         | 
|---------------------------------------------- | -------------------------------------- | ------------------------- | ------- | ------- | ------- | ------ | ------- | ------ | ------- | 
|                                               |                                        |                           |         | June 28 |         | Dec 31
|                                               |                                        |                           |         | 2003    |         | 2002  
|                                               |                                        |                           |         |         |         |       
|ASSETS                                         |                                        |                           |         |         |         |        |         |       
|Current assets:                                |                                        |                           |         |         |         |        |         |       
|                                               | Cash and cash equivalents              |                           | $       | 11,293  |         |        |         | 12,430 |        
|                                               | Trade accounts receivable              |                           |         | 69,545  |         |        |         | 72,139 |        
|                                               | Inventories                            |                           |         | 37,478  |         |        |         | 32,994 |        
|                                               | Deferred income taxes                  |                           |         | 1,693   |         |        |         | 1,693  |        
|                                               |                                        |                           |         |         |         |        |         |       
|                                               |                                        | Total current assets      |         |         | 120,009 |        |         |        | 119,256 | 
|                                               |                                        |                           |         |         |         |        |         |       
|Net property, plant and equipment              |                                        |                           | 38,036  |         |         |        | 35,967  |       
|                                               |                                        |                           |         |         |         |        |         |       
|Goodwill, net                                  |                                        |                           | 13,526  |         |         |        | 13,526  |       
|Assets of discontinued operations              |                                        |                           | 63,393  |         |         |        | 75,825  |       
|Other assets                                   |                                        |                           | 11,685  |         |         |        | 11,728  |       
|                                               |                                        |                           |         |         |         |        |         |       
|                                               |                                        | $                         | 246,649 |         |         |        | 256,302 |       
|                                               |                                        |                           |         |         |         |        |         |       
|LIABILITIES AND STOCKHOLDERS EQUITY           |                                        |                           |         |         |         |        |         |       
|Current liabilities:                           |                                        |                           |         |         |         |        |         |       
|                                               | Current installments of long-term debt |                           | $       | 38,946  |         |        |         | 33,920 |        
|                                               | Liabilities of continuing operations   |                           |         | 38,386  |         |        |         | 38,049 |        
|                                               | Liabilities of discontinued operations |                           |         | 12,468  |         |        |         | 17,580 |        
|                                               |                                        |                           |         |         |         |        |         |       
|                                               |                                        | Total current liabilities |         |         | 89,800  |        |         |        | 89,549  | 
|Long-term debt, excluding current installments |                                        |                           | 18,678  |         |         |        | 20,768  |       
|                                               |                                        |                           |         |         |         |        |         |       
|                                               |                                        | Total liabilities         |         |         | 108,478 |        |         |        | 110,317 | 
|                                               |                                        |                           |         |         |         |        |         |       
|Total stockholders equity                     |                                        |                           | 138,171 |         |         |        | 145,985 |       
|                                               |                                        |                           |         |         |         |        |         |       
|                                               |                                        | $                         | 246,649 |         |         |        | 256,302 |       
|                                               |                                        |                           |         |         |         |        |         |       

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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the
Companys consolidated financial statements and related notes included in
Item 1 of Part 1 of this quarterly report and the audited consolidated
financial statements and notes and Managements Discussion and Analysis of
Financial Condition and Results of Operations contained in our Annual Report
on Form 10-K for the year ended December 31, 2002.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America,
which often require the judgment of management in the selection and
application of certain accounting principles and methods. We consider the
following to be critical to an understanding of our financial statements
because their application requires significant judgment, and because
differences, between actual future events and the expectations on which
these judgments were based, can have significant effects on our financial
results reported for future periods.

Revenue recognition on long-term contracts

Revenue recognition for fixed-price, long-term contracts in the two Space &
Technology segments, and in the SATCOM segment, is a critical accounting
policy involving significant management estimates. These segments
long-term contracts use the ratio of cost-incurred to total-estimated-cost,
as the measure of performance that determines how much revenue should be
recognized. The calculation of total-estimated-cost relies on engineering
estimates of the cost to complete the contract, with allowances for
identifiable risks and uncertainties. These engineering estimates are
frequently reviewed and updated. However, unforeseen problems can occur to
substantially reduce the rate of future revenue recognition in relation to
costs incurred.

Most of the Space & Technology segments contracts involve development of
new or unproven applications of technology. Due to technological
uncertainties, a contract may be broadly defined in its early stages, with a
structure to accommodate future changes in the scope of work or contract
value as technical development progresses. In such cases, management must
estimate the future expected levels of scope of work and likely contract
value changes to determine the appropriate level of current revenue
associated with current costs incurred. Actual future changes may vary from
expected changes, resulting in a reduction (or increase) in revenues
recognized in future periods.

Accounting for government research incentives

Our accrual of research incentives from the Canadian government is a
critical accounting policy involving management estimates for our Space &
Technology/Montreal segment. These incentives are in the form of a cash
reimbursement for a portion of certain qualified research expenditures.
Incentives are recorded as a reduction of cost of sales, because the
underlying research efforts primarily apply to development of technological
capabilities for specific business opportunities. For the six months ended
June 28, 2003, total incentives earned were approximately $1.3 million,
compared with $2.2 million for the six months

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ended June 29, 2002. We have established procedures to identify qualified
costs and to submit appropriate claims for reimbursement; all of these
claims are subject to financial and scientific audits by the Canadian
government concerning whether certain expenses qualified for incentive
programs. Although there have historically been no significant
disallowances of previously accrued incentives that resulted from these
audits, such disallowances in the future would have an unfavorable effect on
our statement of operations.

Evaluation of long-lived assets for impairment

All long-lived assets on the balance sheet are periodically reviewed for
impairment. To test recoverability, we estimate the cash flows expected to be
recognized by long-lived assets under several different scenarios,
including the potential sale of assets, as well as continuing to hold the
assets under several different kinds of business conditions. No
long-lived assets were determined to be impaired as of June 28, 2003.

Just after the close of the second quarter of 2003, the Company
adopted a plan to sell its Space & Technology/Montreal commercial space
division. The group of long-lived assets expected to be sold included plant
and equipment, long-term inventory, and the Companys interest in SkyBridge
LLP, which was among the assets originally acquired with this division in
1999 and which will enable this division to participate in the proposed
development and implementation of a satellite network to provide
high-data-rate wireless services. Based on our assessment of market conditions, and in consultation
with our investment advisors, we expect to recognize a charge to
continued operations in the third quarter equal to the anticipated loss
upon the sale of the Space & Technology/Montreal division. We have
preliminarily estimated that this charge could approach $20 million,
although the actual charge to be recognized may vary depending upon market
conditions and further analysis.

Establishment of reserves for deferred income tax assets

It has been managements expectation that in the future our Canadian operations
would earn more than enough research-related tax benefits each year to offset
any Canadian federal tax liability for any given year. As a result, we have
reserved substantially all the net deferred tax assets associated with these
research-related tax benefits (totaling approximately $17 million at June
28, 2003), because they are unlikely to be realized. These net
deferred tax assets are expected to be sold as part of the assets of
the Companys Space & Technology/Montreal division.

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Results of Operations

Net Sales

Consolidated net sales decreased to $64.4 million in the second quarter of
2003, compared with $82.9 million in the second quarter of 2002. For the
first six months, sales decreased to $130.9 million in 2003, compared with
$153.3 million for the comparable period in 2002. The most significant
decrease affecting both the second quarter and the first six months was in
our Space & Technology/Montreal (S&T/Montreal) segment. S&T/Montreal
mainly serves the commercial space markets, which have been experiencing
very difficult conditions. This segments revenues decreased $23.8 million
from the same quarter in the prior year. This decrease includes a $14.0
million reduction in revenue for the estimated financial effects of
key-supplier delays and related technical problems on a commercial satellite
program, after consideration of the status of negotiations for additional funding with
the customer and appropriate government agency.

Net Sales and Operating Income (Loss) by Segment

Our segment net sales and operating income (loss) were as follows (in
thousands):

|                         |                             |       |   |                |         |         |  |        |        | 
|------------------------ | --------------------------- | ----- | - | -------------- | ------- | ------- |  | ------ | ------ | 
|                         |                             |       |   | Quarters Ended
|                         |                             |       |   |               
|                         |                             |       |   | June 29        |         | June 29
|                         |                             |       |   | 2003           |         | 2002   
|                         |                             |       |   |                |         |        
|Net sales:               |                             |       |   |                |         |         |  |       
|                         | Space & Technology/Atlanta  |       | $ | 10,945         |         |         |  | 11,778 |       
|                         | Space & Technology/Montreal |       |   | (3,689         | )       |         |  | 20,131 |       
|                         | LXE                         |       |   | 24,250         |         |         |  | 21,911 |       
|                         | EMS Wireless                |       |   | 15,306         |         |         |  | 14,928 |       
|                         | SATCOM                      |       |   | 11,207         |         |         |  | 8,836  |       
|                         | Other                       |       |   | 6,362          |         |         |  | 5,286  |       
|                         |                             |       |   |                |         |         |  |       
|                         |                             | Total |   | $              | 64,381  |         |  |        | 82,870 | 
|                         |                             |       |   |                |         |         |  |       
|Operating income (loss): |                             |       |   |                |         |         |  |       
|                         | Space & Technology/Atlanta  |       | $ | 802            |         |         |  | 515    |       
|                         | Space & Technology/Montreal |       |   | (18,032        | )       |         |  | 732    |       
|                         | LXE                         |       |   | 1,641          |         |         |  | 590    |       
|                         | EMS Wireless                |       |   | 1,547          |         |         |  | 1,749  |       
|                         | SATCOM                      |       |   | 820            |         |         |  | 881    |       
|                         | Other                       |       |   | (16            | )       |         |  | (192   | )     
|                         |                             |       |   |                |         |         |  |       
|                         |                             | Total |   | $              | (13,238 | )       |  |        | 4,275  | 
|                         |                             |       |   |                |         |         |  |       

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Our segment net sales and operating income (loss) were as follows (in
thousands):

|                         |                             |       |   |                  |         |         |  |        |         | 
|------------------------ | --------------------------- | ----- | - | ---------------- | ------- | ------- |  | ------ | ------- | 
|                         |                             |       |   | Six Months Ended
|                         |                             |       |   |                 
|                         |                             |       |   | June 29          |         | June 29
|                         |                             |       |   | 2003             |         | 2002   
|                         |                             |       |   |                  |         |        
|Net sales:               |                             |       |   |                  |         |         |  |       
|                         | Space & Technology/Atlanta  |       | $ | 23,089           |         |         |  | 23,485 |        
|                         | Space & Technology/Montreal |       |   | 4,427            |         |         |  | 35,846 |        
|                         | LXE                         |       |   | 46,349           |         |         |  | 41,796 |        
|                         | EMS Wireless                |       |   | 24,112           |         |         |  | 27,661 |        
|                         | SATCOM                      |       |   | 21,789           |         |         |  | 15,141 |        
|                         | Other                       |       |   | 11,151           |         |         |  | 9,380  |        
|                         |                             |       |   |                  |         |         |  |       
|                         |                             | Total |   | $                | 130,917 |         |  |        | 153,309 | 
|                         |                             |       |   |                  |         |         |  |       
|Operating income (loss): |                             |       |   |                  |         |         |  |       
|                         | Space & Technology/Atlanta  |       | $ | 1,869            |         |         |  | 1,384  |        
|                         | Space & Technology/Montreal |       |   | (20,067          | )       |         |  | 1,501  |        
|                         | LXE                         |       |   | 2,981            |         |         |  | 1,283  |        
|                         | EMS Wireless                |       |   | 1,677            |         |         |  | 2,683  |        
|                         | SATCOM                      |       |   | 2,354            |         |         |  | 1,721  |        
|                         | Other                       |       |   | (1,416           | )       |         |  | (661   | )      
|                         |                             |       |   |                  |         |         |  |       
|                         |                             | Total |   | $                | (12,602 | )       |  |        | 7,911   | 
|                         |                             |       |   |                  |         |         |  |       

Space & Technology/Atlanta:The Space & Technology/Atlanta (S&T/Atlanta)
segment primarily serves defense markets. S&T/Atlanta sales for the second
quarter and first six months of 2003 decreased compared with the same
periods in 2002 due to the timing of anticipated orders.

Space & Technology/Montreal:The S&T/Montreal segment primarily serves
commercial space markets. S&T/Montreal sales for the second quarter and
first six months decreased substantially in comparison with the same periods
in 2002. This unfavorable comparison was broadly related to continuing
difficult conditions in commercial space communications markets, and
specifically to a $14.0 million reduction in revenue for the estimated
financial effect of delays by a key supplier and related technical problems
on a commercial satellite program. This reduction was based on managements
assessment of the situation at June 28, 2003, but due to reliance on a key
supplier and the technical, schedule and contractual challenges of this
program, it is uncertain whether additional reductions may be required in
the remainder of 2003 or beyond. We expect that difficult market conditions
in commercial space will persist in 2003.

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LXE:LXE net sales increased for the second quarter and first six months of
2003 compared with the same periods in 2002 due to higher international
revenues, particularly from increased hardware and service revenues in our
European markets and from the effects of a stronger euro.

EMS Wireless:Net sales in our EMS Wireless segment increased in the second
quarter of 2003 compared with 2002, with an important factor being the
timing of major system build-outs in 2003 by certain U.S. customers. Net
sales in this segment for the first six months of 2003 decreased compared
with the same period in 2002, due to a broad slowdown in capital spending in
telecommunications markets that particularly affected the first quarter
of 2003.

We are uncertain whether the market for base station antennas will continue
to improve during the remainder of 2003, but we are seeking to generate
additional revenues through introduction of new products, broader market
acceptance of our repeater products and increased sales in Latin America and
Eastern Europe.

SATCOM:Net sales in our SATCOM segment increased for both the second
quarter and first six months of 2003 compared with the same periods in 2002.
These increases are primarily the result of sales to defense customers 
especially the U.S. military  which continued to augment their capabilities
in the second quarter with high-speed terminals and aeronautical antennas.

Cost of Sales

Cost of sales, as a percentage of consolidated net sales, was 84% in the
second quarter of 2003 compared with 68% in the second quarter of 2002.
Cost of sales, as a percentage of consolidated net sales, was 76% in the
first six months of 2003 compared with 67% in the first six months of 2002.
The increase in the cost of sales percentage was mainly related to a $14.0
million reduction of revenues at the Space & Technology/Montreal segment to
reflect the estimated financial effect of key-supplier delays and related
technical problems on a commercial satellite program. In addition, the
SATCOM segments cost of sales percentage was unfavorably affected by the
strengthening of the Canadian dollar against the U.S. dollar, which made the
segments cost of sales (in Canadian dollars) higher relative to sales
(predominantly in U.S. dollars).

Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) increased for both the
second quarter and first six months of 2003 compared with the same periods
in 2002. These increases included SATCOM segment expenses from the
introduction of new products, as well as the unfavorable effect of a strong
Canadian dollar vs. the U.S. dollar on SG&A expenses from our Canadian
operations. For the first six months, the effect of these increases was
partially offset by decreases of SG&A expenses in the S&T/Atlanta and
EMS Wireless segments related to cost-control measures.

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Research and Development Expenses

Research and development expenses (R&D) represent the cost of our
internally funded efforts. Significant R&D efforts also occur under specific
customer orders in the Space & Technology segments and, accordingly, are
reflected in cost of sales. Consolidated R&D decreased in 2003 compared with
2002, due to reductions in internally funded R&D, as development was
completed on a high-speed aeronautical terminal for SATCOM, and certain
repeater products for EMS Wireless.

Foreign Exchange Gain (Loss)

We recognize foreign exchange gains and losses related to an asset or
liability denominated in a foreign currency, and if applicable, any embedded
derivatives. We use foreign currency forward contracts to hedge our
exposure to fluctuations in the foreign currency exchange rates.

Because of U.S. dollar-denominated contracts from customers of our Canadian
subsidiary, a stronger U.S. dollar against the Canadian dollar usually
results in foreign exchange gains. Due to our Canadian subsidiarys
operations in the United Kingdom, a stronger Canadian dollar against the
British pound usually results in foreign exchange gains. We also recognize
net gains and losses from translation of the LXE European subsidiaries
short-term intercompany liabilities (payable in U.S. dollars). These
liabilities arise when the subsidiaries buy LXE products from the parent for
resale in Europe. A weaker U.S. dollar against the euro usually results in
foreign exchange gains.

The net foreign currency gains of $1,724,000 and $1,996,000 in the second
quarter and first six months of 2003, respectively, were the result of the
weaker U.S. dollar against the euro and the stronger Canadian dollar against
the British pound. The net foreign currency gains of $200,000 and $484,000
for the second quarter and the first six months of 2002, respectively, were
a result of the stronger euro against the U.S. dollar.

Interest Expense

Interest expense decreased for the second quarter and first six months of
2003 compared with the same periods in 2002, due to decreased average debt
levels that resulted from positive cash flow and to slightly lower interest
rates.

Income Tax Expense

The Company recognized an income tax expense of $1.4 million for the quarter
and first six months of 2003 related to the consolidated pre-tax loss for
both periods of $12.6 million. The interim effective income tax rate is
based upon managements expectations for the full year. This rate reflects
an approximately 37% effective income tax rate on profits for U.S. and
European operations. With the size of the second quarter loss, the Company
expects to report a taxable loss for the full year 2003 for its Canadian
operations; however, the Company will not recognize a significant tax
benefit from this loss, because these operations are already subject to very
low tax rates due to cumulative research-related credits.

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New Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. SFAS No. 145 rescinds SFAS
No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an
amendment of that statement, SFAS No. 64, Extinguishments of Debt Made to
Satisfy Sinking-Fund Requirements. This statement also amends SFAS No. 13,
Accounting for Leases, to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. In addition, this statement amends other
existing authoritative pronouncements to make various technical corrections,
clarify meanings, or describe their applicability under changed conditions.
SFAS No. 145 is effective for the Companys fiscal year beginning in 2003
with earlier application encouraged. Adoption did not have a material impact
on the consolidated financial statements of the Company.

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which requires the guarantor to: (1)
recognize a liability for the fair value of the obligation to stand ready
to perform under a guarantee, and (2) provide disclosure information
concerning specified other guarantees, such as product warranties. The
recognition and measurement provisions of Interpretation No. 45 apply to
guarantees entered into or modified after December 31, 2002, and the
implementation of these provisions did not have a material impact on the
Companys consolidated financial statements. The Company has adopted the
disclosure requirements of Interpretation No. 45 for specified guarantees,
including product warranties, contingent consideration from a business
combination, and a parents guarantee of a portion of a subsidiarys debt to
a third party.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. SFAS No. 148 amends SFAS No.
123, Accounting for Stock-Based Compensation, to provide alternative
methods of transition for a voluntary change to the fair-value based method
of accounting for stock-based employee compensation. In addition, SFAS No.
148 amends the disclosure requirements of SFAS No. 123 to require prominent
disclosure in both annual and interim financial statements about the method
of accounting for stock-based employee compensation and the effect of the
method used on reporting results. The transition guidance and annual
disclosure provisions of SFAS No. 148 are effective for fiscal years ending
after December 15, 2002. The interim disclosure provisions are effective
for financial reports containing financial statements for interim periods
beginning after December 15, 2002. The disclosures required by SFAS No. 148
are included above in Note 1 of the Notes to Interim Consolidated Financial
Statements.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. The interpretation provides guidance on
consolidating variable interest entities and applies immediately to variable
interests created after January 31, 2003. The interpretation requires
variable interest entities to be consolidated if the equity investment at
risk is not sufficient to permit an entity to finance its activities without
support from other parties, or if

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the equity investors lack certain specified characteristics. Adoption of
Interpretation No. 46 did not have a material impact on the Companys
consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities, which amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, to address
decisions reached by the Derivatives Implementation Group, developments in
other Board projects that address financial instruments, and implementation
issues related to the definition of a derivative. The Company is currently
evaluating the impact that SFAS No. 149 will have on the Companys
consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS No.
150 established standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity,
and imposes certain additional disclosure requirements. The provisions of
SFAS No. 150 are generally effective for all financial instruments entered
into or modified after May 31, 2003, and otherwise effective at the
beginning of the first interim period beginning after June 15, 2003. The
Company does not expect that this standard will have a significant effect on
its consolidated financial statements.

Liquidity and Capital Resources

Net cash provided by operating activities was $4.0 million in the first six
months of 2003, compared with net cash provided by operating activities of
$2.3 million in the first six months of 2002. The main source of cash in
the first six months of 2003 was the reduction in accounts receivable which
includes cash receipts from large contracts in S&T/Atlanta. This was
partially offset by the use of cash to decrease accounts payable and to
increase inventories.

During 2003, the net increase in long-term debt was $32,000. This change
included a $963,000 net increase in the balances due under revolving credit
arrangements and net repayments of term debt of approximately $930,000.

At June 28, 2003, the Company had $6.3 million available for borrowing under
its U.S. revolving credit agreement and $4.4 million available for borrowing
under its Canadian revolving credit agreement. At June 28, 2003, the
Company was either in compliance with or had received a bank waiver of
compliance relating to all covenants. These credit agreements mature in
2003, and the Company expects to renew these agreements on terms that are
comparable with the existing terms.

The Company has adopted a plan to sell
its Space & Technology/Montreal division, and this sale is expected
to be completed within twelve months. Although the terms of a
potential sale are uncertain, we expect that the net proceeds of the
sale will be used to reduce the Companys debt.

The Company expects that capital expenditures in 2003 will range from $10
million to $15 million. These expenditures will be used primarily to
purchase equipment that enhances capacity and productivity.

The Companys material contractual cash commitments and material other
commercial commitments have not changed significantly from those disclosed
in the Annual Report on Form 10-K for the year ended December 31, 2002.

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Management believes that cash flows from operations and borrowings available
under its credit agreements will provide sufficient liquidity to meet the
operating and capital expenditure needs for existing operations during the
next twelve months. To fund long-term growth, the Company may consider such
measures as offerings of common stock or convertible securities, or revised
long-term credit arrangements.

Risk Factors and Forward-Looking Statements

The Company has included forward-looking statements in Managements
Discussion and Analysis of Financial Condition and Results of Operations
regarding the potential for various businesses and products, and potential
proceeds from the sale of the Space & Technology/ Montreal division. Actual
results could differ from those statements as a result of a wide variety of
factors. Such factors include, but are not limited to...



| |  | uncertainties related to identifying a purchaser of the Space & Technology/Montreal division, as well as external market
conditions and internal priorities and constraints that could affect a purchasers willingness and ability to complete the
transaction on the terms and timing expected by the Company;                                                                            
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | economic conditions in the U.S. and abroad and their effect on capital spending in the Companys principal markets,
particularly including the markets for satellite hardware, which have declined substantially during the past two years, and
markets for the Companys PCS/cellular base station antennas and repeater products, which are difficult to predict in current
circumstances;
| 
| |  | volatility of foreign exchange rates relative to the U.S. dollar and their effect on purchasing power by international
customers, as well as the potential for realizing foreign exchange gains or losses associated with net foreign assets held by
the Company;                                                                                                                           
| 
| |  | successful resolution of technical problems, proposed scope changes, or proposed funding changes that may be encountered on
contracts;                                                                                                                                                                                                                                                      
| 
| |  | changes in the Companys consolidated effective income tax rate caused by the extent to which actual levels and mix of taxable
earnings among the U.S., Canada and other taxing jurisdictions may vary from our current expectations;                                                                                                                                                       
| 
| |  | successful completion of technological development programs by the Company and the effects of technology that may be developed
by competitors;                                                                                                                                                                                                                                              
| 
| |  | successful transition of products from development stages to an efficient manufacturing environment;                                                                                                                                                                                                                                                                                        
| 
| |  | customer response to new products and services, and general conditions in our target markets (such as logistics, PCS/cellular
telephony and space-based communications);                                                                                                                                                                                                                    
| 
| |  | the availability of financing for satellite data communications systems and for expansion of terrestrial PCS/cellular phone
systems;                                                                                                                                                                                                                                                        
| 
| |  | the extent to which terrestrial systems reduce market opportunities for space-based                                                                                                                                                                                                                                                                                                         

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|  |  | broadband communications systems by providing extensive broadband Internet
access on a dependable and economical basis;                                                       
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the growth rate of demand for various mobile and
high-speed data communications services;                                                                                     
| 
| |  | development of successful working relationships with
local business and government personnel in connection
with distribution and manufacture of products in foreign
countries;
| 
| |  | the Companys ability to attract and retain qualified
personnel, particularly those with key technical skills;
and                                                            
| 
| |  | the availability of sufficient additional credit or other
financing, on acceptable terms, to support the Companys
expected growth.                                           

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

As of June 28, 2003, the Company had the following market risk sensitive
instruments (in thousands):

|                                                                                                                                                                                                             |                             |   |         |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------- | - | ------- | ------ | 
|                                                                                                                                                                                                             |                             |   | June 28
|                                                                                                                                                                                                             |                             |   | 2003   
|                                                                                                                                                                                                             |                             |   |        
|Revolving credit loan with a U.S. bank, $10.0 million maturing in November
2003, the remainder payable on demand, variable-rate interest payable
quarterly (average rate of 3.29% at the end of the quarter) |                             | $ | 19,700  |       
|Revolving credit loan with a bank in Canada, no specific maturity but subject
to review at least annually, variable rate interest payable monthly (6.25% at
the end of the quarter)                          |                             |   | 13,431  |       
|Term installment loan with a bank in Canada, maturing in December 2005,
principal and variable-rate interest payable quarterly (6.50% at the end of
the quarter)                                             |                             |   | 2,854   |       
|Revolving credit loan with a bank in the United Kingdom, maturing in April
2004, variable-rate interest payable monthly (5.25% at the end of the quarter)                                                    |                             |   | 1,325   |       
|                                                                                                                                                                                                             |                             |   |         |       
|                                                                                                                                                                                                             | Total market-sensitive debt |   | $       | 37,310 | 
|                                                                                                                                                                                                             |                             |   |         |       

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As of June 28, 2003, the Company also had intercompany accounts that eliminate
in consolidation but that are considered market risk sensitive instruments.
Short-term due to (due from) Parent, payable by European and Australian subsidiaries and
arising from purchase of the Parents products for sale, were as follows:

|               |                                |                    |  |                      |        |   |   |       | 
|-------------- | ------------------------------ | ------------------ |  | -------------------- | ------ | - | - | ----- | 
|               |                                | Exchange Rate      |  |                      |        |  
|               |                                | ($U.S. per unit of |  | $U.S. in thousands  
|               |                                | local currency)    |  | (Reporting Currency)
|               |                                |                    |  |                     
|Australia      |                                | 0.6663/Dollar      |  | $                    | 988    |  
|Belgium        |                                | 1.1430/Euro        |  |                      | 685    |  
|Italy          |                                | 1.1430/Euro        |  |                      | 448    |  
|France         |                                | 1.1430/Euro        |  |                      | 424    |  
|Sweden         |                                | 0.1245/Krona       |  |                      | 150    |  
|Germany        |                                | 1.1430/Euro        |  |                      | 102    |  
|Netherlands    |                                | 1.1430/Euro        |  |                      | (236   | )
|United Kingdom |                                | 1.6491/Pound       |  |                      | (1,012 | )
|               |                                |                    |  |                      |        |   |   |      
|               | Total short-term due to parent |                    |  |                      |        |   | $ | 1,549 | 
|               |                                |                    |  |                      |        |   |   |      

The Company has foreign currency risks associated with forward contracts as
follows (in thousands, except average contract rate):

|                                             |  |          |        |                  |  |       |        |  |  |         |     |  
|-------------------------------------------- |  | -------- | ------ | ---------------- |  | ----- | ------ |  |  | ------- | --- | -
|                                             |  |          |        |                  |  |       |        |  |  | ($U.S.)
|                                             |  | Notional |        | Average Contract |  | Fair 
|                                             |  | Amount   |        | Rate             |  | Value
|                                             |  |          |        |                  |  |      
|Foreign currency forward exchange
contracts: |  |          |        |                  |  |       |        |  |  |         |     |  
|Euros (sell for U.S. dollars)                |  |          | 1,500  | Euros            |  |       | 1.0824 |  |  |         | (91 | )
|Euros (sell for Canadian dollars)            |  |          | 1,000  | Euros            |  |       | 1.5950 |  |  |         | 42  |  
|U.S. dollars (sell for Canadian dollars)     |  |          | 10,500 | USD              |  |       | 1.5078 |  |  |         | 966 |  

The Company enters into foreign currency forward contracts in order to mitigate
the risks associated with currency fluctuations on future cash flows.

ITEM 4. Controls and Procedures

The Company has established and maintains disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14). The objective of these
controls and procedures is to ensure that information relating to the Company,
including its consolidated subsidiaries, and required to be filed by it in
reports under the Securities Exchange Act, as amended, is effectively
communicated to the Companys CEO and CFO, and is recorded, processed,
summarized and reported on a timely basis.

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The CEO and CFO have evaluated the Companys disclosure controls and procedures
within 45 days prior to the filing date of this quarterly report. Based upon
this evaluation, the CEO and CFO have concluded that the Companys disclosure
controls and procedures are adequate to accomplish their objective and are
functioning effectively.

Subsequent to the most recent evaluations by the CEO and CFO, there have been
no significant changes in the Companys internal controls (including corrective
actions for significant deficiencies or material weaknesses) or other factors
that could significantly affect these internal controls.

PART II
OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders

The Registrants Annual Meeting of Shareholders was held on April 25,
2003. At the Meeting, each of the following individuals was elected to
serve as a member of the Board of Directors during the forthcoming year,
by the vote indicated:

|                      |  |     |           |          |  |                  |           |  |  |            |        | 
|--------------------- |  | --- | --------- | -------- |  | ---------------- | --------- |  |  | ---------- | ------ | 
|                      |  |     |           |          |  |                  |           |  |  | Abstain or
|                      |  | For |           | Withheld |  | Broker Non-Votes
|                      |  |     |           |          |  |                 
|Hermann Buerger       |  |     | 9,140,649 |          |  |                  | 5,400     |  |  |            | 34,719 | 
|Robert P. Crozer      |  |     | 8,935,549 |          |  |                  | 210,500   |  |  |            | 34,719 | 
|John P. Frazee, Jr.   |  |     | 7,483,597 |          |  |                  | 1,662,452 |  |  |            | 34,719 | 
|Alfred G. Hansen      |  |     | 7,679,659 |          |  |                  | 1,466,390 |  |  |            | 34,719 | 
|John R. Kreick        |  |     | 8,941,949 |          |  |                  | 204,100   |  |  |            | 34,719 | 
|Jerry H. Lassiter     |  |     | 7,686,399 |          |  |                  | 1,459,650 |  |  |            | 34,719 | 
|John B. Mowell        |  |     | 7,680,459 |          |  |                  | 1,465,590 |  |  |            | 34,719 | 
|Norman E. Thagard     |  |     | 7,687,597 |          |  |                  | 1,458,452 |  |  |            | 34,719 | 
|John L. Woodward, Jr. |  |     | 9,140,649 |          |  |                  | 5,400     |  |  |            | 34,719 | 

ITEM 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits  The following exhibits are filed as part of this
report:
| | --- |  | -------------------------------------------------------------------

|    |  |                                                                                                                                                                                                                                      
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | Second Amended and Restated Articles of Incorporation
of EMS Technologies, Inc. effective March 22, 1999 (incorporated
by reference to Exhibit 3.1 to the Companys Annual Report on
Form 10-K for the year ended December 31, 1998).

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|     |  |                                                                                                                                                                                                 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2  |  | Bylaws of EMS Technologies, Inc., as amended through
March 15, 1999
(incorporated by reference to Exhibit 3.2 to the Companys
Annual Report on Form 10-K for the year ended December 31,
1998).
|31.1 |  | Certification of the Registrants Chief Executive Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                           
|31.2 |  | Certification of the Registrants Chief Financial Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                           
|32   |  | Certifications of the Registrants Chief Executive and
Chief Financial Officers, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                                     



| | (b) |  | Reports on Form 8-K.                                                                                                                          
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | On April 10, 2003, the
Registrant filed a Report on Form 8K, reporting with respect to Item
9, Regulation FD Disclosure.                      
|
| |     |  | On April 11, 2003, the
Registrant filed a Report on Form 8K, reporting with respect to Item
5, Other Events and Required FD Disclosure.       
|
| |     |  | On April 24, 2003, the
Registrant filed a Report on Form 8K, reporting with respect to Item
12, Results of Operations and Financial Condition.
|
| |     |  | On April 24, 2003, the
Registrant filed a Report on Form 8K, reporting with respect to Item
5, Other Events and Required FD Disclosure.       




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                      |  |                                                                                                                            |  |       |  |                
|--------------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ---------------
|EMS TECHNOLOGIES, INC |  |                                                                                                                            |  |      
|                     
|By:                   |  | /s/ Alfred G. Hansen                                                                                                       |  | Date: |  | August 12, 2003
|                      |  |                                                                                                                            |  |       |  |                
|                      |  | Alfred G. Hansen
President, Chief Executive Officer and Director
(Principal Executive Officer)                             |  |       |  |                
|                      |  |                                                                                                                            |  |       |  |                
|By:                   |  | /s/ Don T. Scartz                                                                                                          |  | Date: |  | August 12, 2003
|                      |  |                                                                                                                            |  |       |  |                
|                      |  | Don T. Scartz
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |  |       |  |                

28