##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 3, 2010
 Commission file number 0-6072
 EMS TECHNOLOGIES, INC.
  Georgia
    
    58-1035424(State or other jurisdiction of incorporation or 
organization)
    
    (IRS Employer ID Number)
 660 Engineering Drive, Norcross, Georgia
    
    30092(Address of principal executive offices)
    
    (Zip Code)
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
  Class
    
    Number of SharesCommon Stock, $0.10 par value
    
    15,299,423




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##### 



TABLE OF CONTENTS
 PagePART I   FINANCIAL INFORMATION
    
    
    2Item 1. Financial Statements
    
    
    2Consolidated Statements of Operations (unaudited)
    
    
    2Consolidated Balance Sheets (unaudited)
    
    
    3Consolidated Statements of Cash Flows (unaudited)
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    34PART II  OTHER INFORMATION
    
    
    35Item 1A. Risk Factors
    
    
    35Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    35Item 6. Exhibits
    
    
    36SIGNATURES
    
    
    37Exhibit 31.1Exhibit 31.2Exhibit 32




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##### Table of Contents



PART I
 FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Operations (Unaudited)
 (in thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedJuly 3
    
    
    July 4
    
    
    July 3
    
    
    July 42010
    
    
    2009
    
    
    2010
    
    
    2009Product net sales
    
    $
    73,350
    
    
    
    75,906
    
    
    
    140,909
    
    
    
    144,698Service net sales
    
    
    15,127
    
    
    
    21,032
    
    
    
    30,470
    
    
    
    44,518Net sales
    
    
    88,477
    
    
    
    96,938
    
    
    
    171,379
    
    
    
    189,216Product cost of sales
    
    
    49,040
    
    
    
    50,456
    
    
    
    95,473
    
    
    
    97,094Service cost of sales
    
    
    7,080
    
    
    
    14,229
    
    
    
    13,929
    
    
    
    31,576Cost of sales
    
    
    56,120
    
    
    
    64,685
    
    
    
    109,402
    
    
    
    128,670Selling, general and administrative expenses
    
    
    22,128
    
    
    
    23,038
    
    
    
    43,801
    
    
    
    44,972Research and development expenses
    
    
    4,709
    
    
    
    4,233
    
    
    
    10,130
    
    
    
    8,639Impairment loss on goodwill related charges
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    Acquisition-related items
    
    
    346
    
    
    
    1,627
    
    
    
    563
    
    
    
    5,522Operating income
    
    
    5,174
    
    
    
    3,355
    
    
    
    7,099
    
    
    
    1,413Interest income
    
    
    101
    
    
    
    103
    
    
    
    281
    
    
    
    165Interest expense
    
    
    (542
    )
    
    
    (667
    )
    
    
    (1,019
    )
    
    
    (1,288
    )Foreign exchange gain (loss), net
    
    
    244
    
    
    
    235
    
    
    
    (449
    )
    
    
    (232
    )Earnings before income taxes
    
    
    4,977
    
    
    
    3,026
    
    
    
    5,912
    
    
    
    58Income tax (expense) benefit
    
    
    (1,109
    )
    
    
    160
    
    
    
    (1,453
    )
    
    
    160Net earnings
    
    $
    3,868
    
    
    
    3,186
    
    
    
    4,459
    
    
    
    218Net earnings per share:Basic
    
    $
    0.25
    
    
    
    0.21
    
    
    
    0.29
    
    
    
    0.01Diluted
    
    
    0.25
    
    
    
    0.21
    
    
    
    0.29
    
    
    
    0.01Weighted-average number of common
shares outstanding:Basic
    
    
    15,191
    
    
    
    15,159
    
    
    
    15,185
    
    
    
    15,152Diluted
    
    
    15,230
    
    
    
    15,225
    
    
    
    15,218
    
    
    
    15,244
   2




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EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Balance Sheets (Unaudited)
 (in thousands)
 July 3
    
    
    December 312010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    44,805
    
    
    
    47,174Trade accounts receivable, net of allowance for doubtful account of
$1,166 in 2010 and $1,208 in 2009
    
    
    75,706
    
    
    
    60,959Costs and estimated earnings in excess of billings on long-term contracts
    
    
    19,054
    
    
    
    25,290Inventories
    
    
    46,327
    
    
    
    40,655Deferred income taxes
    
    
    4,198
    
    
    
    4,306Other current assets
    
    
    15,056
    
    
    
    19,117Total current assets
    
    
    205,146
    
    
    
    197,501Property, plant and equipment:Land
    
    
    1,150
    
    
    
    1,150Buildings and leasehold improvements
    
    
    18,749
    
    
    
    18,792Machinery and equipment
    
    
    110,721
    
    
    
    107,712Furniture and fixtures
    
    
    10,513
    
    
    
    10,542Total property, plant and equipment
    
    
    141,133
    
    
    
    138,196Less accumulated depreciation
    
    
    94,399
    
    
    
    90,256Net property, plant and equipment
    
    
    46,734
    
    
    
    47,940Deferred income taxes
    
    
    9,411
    
    
    
    9,421Goodwill
    
    
    60,343
    
    
    
    60,336Other intangible assets, net of accumulated amortization
of $22,639 in 2010 and $18,817 in 2009
    
    
    44,858
    
    
    
    49,256Costs and estimated earnings in excess of billings on long-term contracts
    
    
    14,449
    
    
    
    7,771Other assets
    
    
    1,666
    
    
    
    1,920Total assets
    
    $
    382,607
    
    
    
    374,145
   3




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##### Table of Contents



EMS Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited), continued

(in thousands, except share data)
 July 3
    
    
    December 312010
    
    
    2009LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current installments of long-term debt
    
    $
    1,450
    
    
    
    1,398Accounts payable
    
    
    32,170
    
    
    
    27,333Billings in excess of contract costs and estimated earnings on long-term contracts
    
    
    12,276
    
    
    
    9,380Accrued compensation and related costs
    
    
    14,122
    
    
    
    13,946Deferred revenue
    
    
    10,852
    
    
    
    9,805Contingent consideration arrangement liability
    
    
    6,833
    
    
    
    13,729Other current liabilities
    
    
    15,446
    
    
    
    23,763Total current liabilities
    
    
    93,149
    
    
    
    99,354Long-term debt, excluding current installments
    
    
    37,613
    
    
    
    26,352Deferred income taxes
    
    
    5,521
    
    
    
    5,757Other liabilities
    
    
    7,172
    
    
    
    5,591Total liabilities
    
    
    143,455
    
    
    
    137,054Shareholders equity:Preferred stock of $1.00 par value per share; Authorized 10,000 shares; none issued
    
    
    
    
    
    
    Common stock of $0.10 par value per share; Authorized 75,000 shares, issued and
outstanding 15,300 in 2010 and 15,249 in 2009
    
    
    1,530
    
    
    
    1,525Additional paid-in capital
    
    
    136,954
    
    
    
    136,112Accumulated other comprehensive income  foreign currency translation adjustment
    
    
    2,821
    
    
    
    6,066Retained earnings
    
    
    97,847
    
    
    
    93,388Total shareholders equity
    
    
    239,152
    
    
    
    237,091Commitments and contingenciesTotal liabilities and shareholders equity
    
    $
    382,607
    
    
    
    374,145
   4




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EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows (Unaudited)
 (in thousands)
 Six Months EndedJuly 3
    
    
    July 42010
    
    
    2009Cash flows from operating activities:Net earnings
    
    $
    4,459
    
    
    
    218Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization
    
    
    9,819
    
    
    
    10,160Deferred income taxes
    
    
    (119
    )
    
    
    Stock-based compensation expense
    
    
    885
    
    
    
    1,070Change in fair value of contingent cosideration liability
    
    
    304
    
    
    
    1,767Payment for acquisition of business under contingent consideration arrangement
    
    
    (1,248
    )Changes in operating assets and liabilities, net of effects of acquisitions:Trade accounts receivable
    
    
    (16,503
    )
    
    
    3,331Costs and estimated earnings in excess of billings on long-term contracts
    
    
    (545
    )
    
    
    4,607Billings in excess of contract costs
    
    
    2,890
    
    
    
    536Inventories
    
    
    (6,112
    )
    
    
    3,211Accounts payable
    
    
    4,105
    
    
    
    (2,140
    )Deferred revenue
    
    
    3,432
    
    
    
    899Other
    
    
    4,816
    
    
    
    (1,607
    )Net cash provided by operating activities in continuing operations
    
    
    6,183
    
    
    
    22,052Net cash used in operating activities in discontinued operations
    
    
    (8,810
    )
    
    
    Net cash provided by (used in) operating activities
    
    
    (2,627
    )
    
    
    22,052Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (3,820
    )
    
    
    (8,064
    )Payments for acquisitions of businesses, net of cash acquired
    
    
    
    
    
    
    (87,264
    )Proceeds from sales of assets
    
    
    24
    
    
    
    36Net cash used in investing activities
    
    
    (3,796
    )
    
    
    (95,292
    )Cash flows from financing activities:Net borrowings under revolving credit facility
    
    
    12,000
    
    
    
    28,501Repayment of other debt
    
    
    (687
    )
    
    
    (635
    )Deferred financing costs paid
    
    
    (28
    )
    
    
    (251
    )Payment for acquisition of business under contingent consideration arrangement
    
    
    (5,952
    )
    
    
    Payments for repurchase and retirement of common shares
    
    
    (51
    )
    
    
    (110
    )Proceeds from exercises of stock options
    
    
    13
    
    
    
    238Net cash provided by financing activities
    
    
    5,295
    
    
    
    27,743Effect of changes in exchange rates on cash and cash equivalents
    
    
    (1,241
    )
    
    
    595Net change in cash and cash equivalents
    
    
    (2,369
    )
    
    
    (44,902
    )Cash and cash equivalents at beginning of period
    
    
    47,174
    
    
    
    86,979Cash and cash equivalents at end of period
    
    $
    44,805
    
    
    
    42,077
   5




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EMS Technologies, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements (Unaudited)
 July 3, 2010 and July 4, 2009
 1. Basis of Presentation
    Managements Use of Estimates
  Recently Issued Pronouncements Not Yet Adopted
 Improving Disclosures About Fair Value Measurements
   6




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Revenue Recognition  Multiple-Deliverable Revenue Arrangements,
 
    
    Eliminates the requirement for objective evidence of fair value of an undelivered item
for treatment of the delivered item as a separate unit of accounting;
 
    
    Requires use of the relative selling price method for allocating total consideration to
elements of the arrangement instead of the relative-fair-value method or the residual
method;
 
    
    Allows the use of an estimated selling price for any element within the arrangement to
allocate consideration to individual elements when vendor-specific objective evidence or
other third party evidence of selling price do not exist; and
 
    
    Expands the required disclosures.
 Software  Certain Revenue Arrangements That Include Software Elements
  Milestone Method of Revenue Recognition,
 2. Business Combinations
  Business Combinations TM , Business Combinations
   7




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3. Goodwill and Other Intangible Assets
  GlobalAviation
    
    
    Tracking
    
    
    LXE
    
    
    TotalBalance as of December 31, 2009
    
    $
    35,108
    
    
    
    23,429
    
    
    
    1,799
    
    
    
    60,336Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    7Balance as of July 3, 2010
    
    $
    35,108
    
    
    
    23,429
    
    
    
    1,806
    
    
    
    60,343
   As of July 3, 2010Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountDeveloped technology
    
    $
    39,973
    
    
    
    15,769
    
    
    
    24,204Customer relationships
    
    
    18,944
    
    
    
    3,556
    
    
    
    15,388Trade names and trademarks
    
    
    6,152
    
    
    
    1,432
    
    
    
    4,720Other
    
    
    2,428
    
    
    
    1,882
    
    
    
    546$
    67,497
    
    
    
    22,639
    
    
    
    44,858
  8




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As of December 31, 2009Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountDeveloped technology
    
    $
    40,385
    
    
    
    13,460
    
    
    
    26,925Customer relationships
    
    
    19,052
    
    
    
    2,493
    
    
    
    16,559Trade names and trademarks
    
    
    6,208
    
    
    
    1,052
    
    
    
    5,156Other
    
    
    2,428
    
    
    
    1,812
    
    
    
    616$
    68,073
    
    
    
    18,817
    
    
    
    49,256
   4. Fair Value Measurements
 Fair Value Measurements and Disclosures
 
    
    Level 1  Observable inputs consisting of quoted prices in active markets;
 
    
    Level 2  Inputs, other than quoted prices in active markets, that are observable
either directly or indirectly; and
 
    
    Level 3  Unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions.
   9




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5. Interim Segment Disclosures
         10




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Three Months Ended
    
    
    Six Months EndedJuly 3
    
    
    July 4
    
    
    July 3
    
    
    July 42010
    
    
    2009
    
    
    2010
    
    
    2009Net sales:Aviation
    
    $
    25,338
    
    
    
    33,408
    
    
    $
    51,524
    
    
    
    67,920LXE
    
    
    36,365
    
    
    
    29,807
    
    
    
    66,938
    
    
    
    53,751Defense & Space
    
    
    16,758
    
    
    
    25,189
    
    
    
    33,292
    
    
    
    52,097Global Tracking
    
    
    10,526
    
    
    
    8,534
    
    
    
    20,386
    
    
    
    15,448Less intercompany sales
    
    
    (510
    )
    
    
    
    
    
    
    (761
    )Global Tracking external sales
    
    
    10,016
    
    
    
    8,534
    
    
    
    19,625
    
    
    
    15,448Total
    
    $
    88,477
    
    
    
    96,938
    
    
    $
    171,379
    
    
    
    189,216Operating income (loss):Aviation
    
    $
    1,816
    
    
    
    3,799
    
    
    $
    2,125
    
    
    
    8,865LXE
    
    
    2,077
    
    
    
    214
    
    
    
    2,969
    
    
    
    (4,847
    )Defense & Space
    
    
    1,694
    
    
    
    2,301
    
    
    
    2,612
    
    
    
    5,193Global Tracking
    
    
    684
    
    
    
    (4
    )
    
    
    838
    
    
    
    (763
    )Corporate & Other
    
    
    (1,097
    )
    
    
    (2,955
    )
    
    
    (1,445
    )
    
    
    (7,035
    )Total
    
    $
    5,174
    
    
    
    3,355
    
    
    $
    7,099
    
    
    
    1,413Earnings (loss) before income taxes:Aviation
    
    $
    1,877
    
    
    
    3,999
    
    
    $
    1,805
    
    
    
    9,555LXE
    
    
    2,050
    
    
    
    (22
    )
    
    
    2,833
    
    
    
    (5,160
    )Defense & Space
    
    
    1,694
    
    
    
    2,301
    
    
    
    2,616
    
    
    
    5,193Global Tracking
    
    
    888
    
    
    
    239
    
    
    
    934
    
    
    
    (168
    )Corporate & Other
    
    
    (1,532
    )
    
    
    (3,491
    )
    
    
    (2,276
    )
    
    
    (9,362
    )Total
    
    $
    4,977
    
    
    
    3,026
    
    
    $
    5,912
    
    
    
    58
  July 3
    
    
    December 312010
    
    
    2009Assets:Aviation
    
    $
    143,780
    
    
    
    144,483LXE
    
    
    83,227
    
    
    
    71,632Defense & Space
    
    
    53,919
    
    
    
    53,883Global Tracking
    
    
    78,573
    
    
    
    75,922Corporate & Other
    
    
    23,108
    
    
    
    28,225Total
    
    $
    382,607
    
    
    
    374,145Concentration of net assets by geographic region:United States
    
    $
    68,270
    
    
    
    72,826Canada
    
    
    66,119
    
    
    
    62,239Europe
    
    
    100,350
    
    
    
    97,216Other
    
    
    4,413
    
    
    
    4,810Total
    
    $
    239,152
    
    
    
    237,091
  11




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6. Earnings Per Share
  Three Months Ended
    
    
    Six Months EndedJuly 3
    
    
    July 4
    
    
    July 3
    
    
    July 42010
    
    
    2009
    
    
    2010
    
    
    2009Basic weighted-average number of common shares
outstanding
    
    
    15,191
    
    
    
    15,159
    
    
    
    15,185
    
    
    
    15,152Dilutive potential shares using the treasury share method
    
    
    39
    
    
    
    66
    
    
    
    33
    
    
    
    92Diluted weighted-average number of common shares
outstanding
    
    
    15,230
    
    
    
    15,225
    
    
    
    15,218
    
    
    
    15,244Shares that were not included in computation of diluted earnings
per share that could potentially dilute future basic earnings
per share because their effect on the periods were antidilutive
    
    
    1,008
    
    
    
    653
    
    
    
    1,045
    
    
    
    835
 7. Comprehensive Income (loss)
  Three Months Ended
    
    
    Six Months EndedJuly 3
    
    
    July 4
    
    
    July 3
    
    
    July 42010
    
    
    2009
    
    
    2010
    
    
    2009Net earnings
    
    $
    3,868
    
    
    
    3,186
    
    
    
    4,459
    
    
    
    218Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    (5,056
    )
    
    
    4,076
    
    
    
    (3,245
    )
    
    
    2,896$
    (1,188
    )
    
    
    7,262
    
    
    
    1,214
    
    
    
    3,114
 8. Inventories
  July 3
    
    
    December 312010
    
    
    2009Parts and materials
    
    $
    29,243
    
    
    
    25,221Work-in-process
    
    
    5,727
    
    
    
    5,142Finished goods
    
    
    11,357
    
    
    
    10,292$
    46,327
    
    
    
    40,655
   12




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9. Revolving Credit Facility
   10. Warranty Liability
   Three Months Ended
    
    
    Six Months EndedJuly 3
    
    
    July 4
    
    
    July 3
    
    
    July 42010
    
    
    2009
    
    
    2010
    
    
    2009Balance at beginning of the period
    
    $
    4,510
    
    
    
    3,380
    
    
    
    4,085
    
    
    
    2,789Additions at dates of acquisition for businesses
acquired during period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    516Accruals for warranties issued during the period
    
    
    849
    
    
    
    1,285
    
    
    
    2,056
    
    
    
    2,284Settlements made during the period
    
    
    (835
    )
    
    
    (869
    )
    
    
    (1,617
    )
    
    
    (1,793
    )Balance at end of period
    
    $
    4,524
    
    
    
    3,796
    
    
    
    4,524
    
    
    
    3,796
 11. Stock-Based Compensation
  12. Income Taxes
   13




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13. Discontinued Operations
    14. Repurchases of Common Shares
   14




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15. Litigation
   15




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
   
    
    Aviation Designs and develops satellite-based communications solutions through a
broad array of terminals and antennas for the aeronautical market that enable end-users in
aircraft and other mobile platforms to communicate over Inmarsat and Iridium satellites and
air-to-ground links. This segment also designs and builds aircraft cabin equipment to
process data on board aircraft, including rugged data storage, cabin-wireless connectivity,
and air-to-ground connectivity;
 
    
    LXE Provides rugged mobile terminals and wireless data networks used for logistics
applications such as distribution centers, warehouses and container ports. LXE operates
mainly in three markets: the Americas market, which is comprised of North, South and
Central America; the International market, which is comprised of all other geographic
areas, with the highest concentration in Europe; along with direct sales to original
equipment manufacturers (OEM);
 
    
    Defense & Space (D&S) Supplies highly engineered subsystems for defense electronics
and sophisticated satellite applications from military communications, radar, surveillance
and countermeasures to commercial high-definition television, satellite radio, and live TV
for innovative airlines; and
 
    
    Global Tracking Provides satellite-based machine-to-machine mobile communications
equipment and services to track, monitor and control remote assets, regardless of whether
they are fixed, semi-fixed or mobile. Additionally, Global Tracking provides equipment for
the Cospas-Sarsat search-and-rescue system and incident-management software for rescue
coordination worldwide.
  
    
    Our earnings before income taxes were $5.0 million in the second quarter of 2010, an
improvement of $4.0 million from the first quarter of 2010, with higher earnings reported
by each of our four segments. Our earnings before income taxes improved by $2.0 million in
the second quarter of 2010 from the second quarter of 2009, and by $5.9 million in the
first six months of 2010 compared with the first six months of 2009. Both LXE and Global
Tracking reported higher earnings than in the prior year and the combined
acquisition-related charges and amortization expense were substantially lower in 2010. For
the second quarter and first six months of 2010, acquisition-related charges were lower by
$1.3 million and $5.0 million, respectively, and amortization expense was lower by $0.9
million and $1.1 million, respectively, as compared with the same periods of 2009.
 
    
    LXE had its best quarterly sales quarter since 2008, with $36.4 million in revenues, up
19% from the first quarter and 22% higher than the second quarter a
year ago. This revenue improvement
was mainly due to a resurgent Americas market. International revenues also increased, but
at a much lower rate, as revenue and gross margins were pressured by a weaker Euro.
 
    
    Net sales improved at Global Tracking mainly due to strong product sales in the security
market and higher airtime revenues.
  16




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
    
    Defense & Space and Aviation each reported improved earnings in the second quarter
of 2010 compared to the first quarter. Strong program execution drove the improvement at
Defense & Space and strong demand for military SwiftBroadband provided the improvement at
Aviation. However, each segment reported lower revenue and earnings compared to
comparable periods in 2009. Defense & Space completed a large military satellite
communications research project in 2009. Sales of aviation products in 2010 reflect the
current state of commercial aviation markets  especially for business jets and for
air-to-ground connectivity to airlines. Shipment of new military orders was a positive
factor for Aviation as over one-third of Aviations orders in the second quarter of 2010
related to intelligence, surveillance and reconnaissance applications, underscoring EMSs
market strength in this strategic area.
 
    
    As certain of our markets continue to be impacted by the economy, they may face
continuing pressures and risks. We expect that we will continue to be faced with these
economic pressures at least through the end of 2010. These and other factors could cause a
decline in expected future cash flows for one or more of our business units (including our
recently acquired businesses), and as a result it is reasonably possible that we may be
required to recognize an impairment loss related to goodwill or other long-lived assets in
the future.
 Results of Operations
  Three Months Ended
    
    
    Six Months EndedJuly 3
    
    
    July 4
    
    
    July 3
    
    
    July 42010
    
    
    2009
    
    
    2010
    
    
    2009Product net sales
    
    $
    73,350
    
    
    
    82.9
    %
    
    $
    75,906
    
    
    
    78.3
    %
    
    $
    140,909
    
    
    
    82.2
    %
    
    $
    144,698
    
    
    
    76.5
    %Service net sales
    
    
    15,127
    
    
    
    17.1
    
    
    
    21,032
    
    
    
    21.7
    
    
    
    30,470
    
    
    
    17.8
    
    
    
    44,518
    
    
    
    23.5Net sales
    
    
    88,477
    
    
    
    100.0
    
    
    
    96,938
    
    
    
    100.0
    
    
    
    171,379
    
    
    
    100.0
    
    
    
    189,216
    
    
    
    100.0Product cost of sales
    
    
    49,040
    
    
    
    66.9
    
    
    
    50,456
    
    
    
    66.5
    
    
    
    95,473
    
    
    
    67.8
    
    
    
    97,094
    
    
    
    67.1Service cost of sales
    
    
    7,080
    
    
    
    46.8
    
    
    
    14,229
    
    
    
    67.7
    
    
    
    13,929
    
    
    
    45.7
    
    
    
    31,576
    
    
    
    70.9Cost of sales
    
    
    56,120
    
    
    
    63.4
    
    
    
    64,685
    
    
    
    66.7
    
    
    
    109,402
    
    
    
    63.9
    
    
    
    128,670
    
    
    
    68.0Selling, general and
administrative expenses
    
    
    22,128
    
    
    
    25.1
    
    
    
    23,038
    
    
    
    23.7
    
    
    
    43,801
    
    
    
    25.6
    
    
    
    44,972
    
    
    
    23.8Research and development
expenses
    
    
    4,709
    
    
    
    5.3
    
    
    
    4,233
    
    
    
    4.4
    
    
    
    10,130
    
    
    
    5.9
    
    
    
    8,639
    
    
    
    4.6Impairment loss on
goodwill related charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    0.2
    
    
    
    
    
    
    
    Acquisition-related items
    
    
    346
    
    
    
    0.4
    
    
    
    1,627
    
    
    
    1.7
    
    
    
    563
    
    
    
    0.3
    
    
    
    5,522
    
    
    
    2.9Operating income
    
    
    5,174
    
    
    
    5.8
    
    
    
    3,355
    
    
    
    3.5
    
    
    
    7,099
    
    
    
    4.1
    
    
    
    1,413
    
    
    
    0.7Interest income
    
    
    101
    
    
    
    0.1
    
    
    
    103
    
    
    
    0.1
    
    
    
    281
    
    
    
    0.2
    
    
    
    165
    
    
    
    0.1Interest expense
    
    
    (542
    )
    
    
    (0.6
    )
    
    
    (667
    )
    
    
    (0.7
    )
    
    
    (1,019
    )
    
    
    (0.6
    )
    
    
    (1,288
    )
    
    
    (0.7
    )Foreign exchange gain
(loss), net
    
    
    244
    
    
    
    0.3
    
    
    
    235
    
    
    
    0.2
    
    
    
    (449
    )
    
    
    (0.3
    )
    
    
    (232
    )
    
    
    (0.1
    )Earnings before income
taxes
    
    
    4,977
    
    
    
    5.6
    
    
    
    3,026
    
    
    
    3.1
    
    
    
    5,912
    
    
    
    3.4
    
    
    
    58
    
    
    
    Income tax (expense)
benefit
    
    
    (1,109
    )
    
    
    (1.2
    )
    
    
    160
    
    
    
    0.2
    
    
    
    (1,453
    )
    
    
    (0.8
    )
    
    
    160
    
    
    
    0.1Net earnings
    
    $
    3,868
    
    
    
    4.4
    %
    
    $
    3,186
    
    
    
    3.3
    %
    
    $
    4,459
    
    
    
    2.6
    %
    
    $
    218
    
    
    
    0.1
    %
 Three Months ended July 3, 2010 and July 4, 2009:
   17




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Six Months ended July 3, 2010 and July 4, 2009:
        19




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Segment Analysis
  PercentageThree Months Ended
    
    
    Six Months Ended
    
    
    Increase (Decrease)July 3
    
    
    July 4
    
    
    July 3
    
    
    July 4
    
    
    Three
    
    
    Six2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    Months
    
    
    MonthsNet sales:Aviation
    
    $
    25,338
    
    
    
    33,408
    
    
    
    51,524
    
    
    
    67,920
    
    
    
    (24.2)
    %
    
    
    (24.1
    )LXE
    
    
    36,365
    
    
    
    29,807
    
    
    
    66,938
    
    
    
    53,751
    
    
    
    22.0
    
    
    
    24.5Defense & Space
    
    
    16,758
    
    
    
    25,189
    
    
    
    33,292
    
    
    
    52,097
    
    
    
    (33.5
    )
    
    
    (36.1
    )Global Tracking
    
    
    10,526
    
    
    
    8,534
    
    
    
    20,386
    
    
    
    15,448
    
    
    
    23.3
    
    
    
    32.0Less intercompany sales
    
    
    (510
    )
    
    
    
    
    
    
    (761
    )
    
    
    
    
    
    
    
    2

    
    
    Global Tracking external sales
    
    
    10,016
    
    
    
    8,534
    
    
    
    19,625
    
    
    
    15,448
    
    
    
    17.4
    
    
    
    27.0Total
    
    $
    88,477
    
    
    
    96,938
    
    
    
    171,379
    
    
    
    189,216
    
    
    
    (8.7
    )
    
    
    (9.4
    )Cost of sales percentage:Aviation
    
    
    62.7
    %
    
    
    62.3
    
    
    
    65.0
    
    
    
    61.8
    
    
    
    0.4
    
    
    
    3.2LXE
    
    
    59.7
    
    
    
    61.1
    
    
    
    59.1
    
    
    
    63.8
    
    
    
    (1.4
    )
    
    
    (4.7
    )Defense & Space
    
    
    74.5
    
    
    
    80.6
    
    
    
    76.0
    
    
    
    79.4
    
    
    
    (6.1
    )
    
    
    (3.4
    )Global Tracking
    
    
    51.1
    
    
    
    61.7
    
    
    
    51.8
    
    
    
    68.1
    
    
    
    (10.6
    )
    
    
    (16.3
    )Total
    
    
    63.4
    
    
    
    66.7
    
    
    
    63.9
    
    
    
    68.0
    
    
    
    (3.3
    )
    
    
    (4.1
    )Operating income (loss):Aviation
    
    $
    1,816
    
    
    
    3,799
    
    
    
    2,125
    
    
    
    8,865
    
    
    
    (52.2
    )
    
    
    (76.0
    )LXE
    
    
    2,077
    
    
    
    214
    
    
    
    2,969
    
    
    
    (4,847
    )
    
    
    870.6
    
    
    
    
    2Defense & Space
    
    
    1,694
    
    
    
    2,301
    
    
    
    2,612
    
    
    
    5,193
    
    
    
    (26.4
    )
    
    
    (49.7
    )Global Tracking
    
    
    684
    
    
    
    (4
    )
    
    
    838
    
    
    
    (763
    )
    
    
    
    2
    

    
    
    2Corporate & Other
    
    
    (1,097
    )
    
    
    (2,955
    )
    
    
    (1,445
    )
    
    
    (7,035
    )
    
    
    
    2

    
    
    
    2Total
    
    $
    5,174
    
    
    
    3,355
    
    
    
    7,099
    
    
    
    1,413
    
    
    
    54.2
    
    
    
    402.4Adjusted EBITDA (1)Aviation
    
    $
    3,713
    
    
    
    6,199
    
    
    
    5,872
    
    
    
    13,830
    
    
    
    (40.1
    )
    
    
    (57.5
    )LXE
    
    
    3,076
    
    
    
    1,037
    
    
    
    4,783
    
    
    
    (2,988
    )
    
    
    196.6
    
    
    
    
    2Defense & Space
    
    
    2,616
    
    
    
    3,218
    
    
    
    4,447
    
    
    
    6,981
    
    
    
    (18.7
    )
    
    
    (36.3
    )Global Tracking
    
    
    1,808
    
    
    
    1,598
    
    
    
    2,762
    
    
    
    1,738
    
    
    
    13.1
    
    
    
    58.9Corporate & Other
    
    
    (84
    )
    
    
    (606
    )
    
    
    718
    
    
    
    (93
    )
    
    
    
    2

    
    
    
    2Total
    
    $
    11,129
    
    
    
    11,446
    
    
    
    18,582
    
    
    
    19,468
    
    
    
    (2.8
    )
    
    
    (4.6
    )
 (1)
    
    Adjusted EBITDA is considered a non-generally accepted accounting
principles (GAAP) financial measure. See section entitled Adjusted EBITDA for an
explanation of this measure and a reconciliation to net earnings on
page 25.(2)
    
    The percentage change is not calculable. Aviation:
  21




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LXE:
    22




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Defense & Space
    Global Tracking:
   23




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24




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Adjusted EBITDA
  Aviation
    
    
    LXE
    
    
    D&S
    
    
    GT
    
    
    Corp & Other
    
    
    TotalThree Months Ended July 3, 2010Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,868Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,109Earnings (loss) before income taxes
    
    $
    1,877
    
    
    
    2,050
    
    
    
    1,694
    
    
    
    888
    
    
    
    (1,532
    )
    
    
    4,977Interest expense
    
    
    4
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    536
    
    
    
    542Depreciation and amortization
    
    
    1,752
    
    
    
    951
    
    
    
    865
    
    
    
    899
    
    
    
    312
    
    
    
    4,779Stock-based compensation
    
    
    80
    
    
    
    74
    
    
    
    57
    
    
    
    20
    
    
    
    254
    
    
    
    485Acquisition-related items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    346
    
    
    
    346Adjusted EBITDA
    
    $
    3,713
    
    
    
    3,076
    
    
    
    2,616
    
    
    
    1,808
    
    
    
    (84
    )
    
    $
    11,129Six Months Ended July 3, 2010Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,459Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,453Earnings (loss) before income taxes
    
    $
    1,805
    
    
    
    2,833
    
    
    
    2,616
    
    
    
    934
    
    
    
    (2,276
    )
    
    
    5,912Interest expense
    
    
    4
    
    
    
    18
    
    
    
    
    
    
    
    1
    
    
    
    996
    
    
    
    1,019Depreciation and amortization
    
    
    3,920
    
    
    
    1,789
    
    
    
    1,710
    
    
    
    1,793
    
    
    
    607
    
    
    
    9,819Impairment loss on goodwill related charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    384Stock-based compensation
    
    
    143
    
    
    
    143
    
    
    
    121
    
    
    
    34
    
    
    
    444
    
    
    
    885Acquisition-related items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    563
    
    
    
    563Adjusted EBITDA
    
    $
    5,872
    
    
    
    4,783
    
    
    
    4,447
    
    
    
    2,762
    
    
    
    718
    
    
    $
    18,582Three Months Ended July 4, 2009Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,186Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (160
    )Earnings (loss) before income taxes
    
    $
    3,999
    
    
    
    (22
    )
    
    
    2,301
    
    
    
    239
    
    
    
    (3,491
    )
    
    
    3,026Interest expense
    
    
    27
    
    
    
    57
    
    
    
    
    
    
    
    
    
    
    
    583
    
    
    
    667Depreciation and amortization
    
    
    2,129
    
    
    
    942
    
    
    
    849
    
    
    
    1,353
    
    
    
    280
    
    
    
    5,553Stock-based compensation
    
    
    44
    
    
    
    60
    
    
    
    68
    
    
    
    6
    
    
    
    395
    
    
    
    573Acquisition-related items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,627
    
    
    
    1,627Adjusted EBITDA
    
    $
    6,199
    
    
    
    1,037
    
    
    
    3,218
    
    
    
    1,598
    
    
    
    (606
    )
    
    $
    11,446Six Months Ended July 4, 2009Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    218Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (160
    )Earnings (loss) before income taxes
    
    $
    9,555
    
    
    
    (5,160
    )
    
    
    5,193
    
    
    
    (168
    )
    
    
    (9,362
    )
    
    
    58Interest expense
    
    
    70
    
    
    
    142
    
    
    
    
    
    
    
    
    
    
    
    1,076
    
    
    
    1,288Depreciation and amortization
    
    
    4,132
    
    
    
    1,908
    
    
    
    1,655
    
    
    
    1,900
    
    
    
    565
    
    
    
    10,160Stock-based compensation
    
    
    73
    
    
    
    122
    
    
    
    133
    
    
    
    6
    
    
    
    736
    
    
    
    1,070Acquisition-related items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,522
    
    
    
    5,522Acquisition-related foreign exchange adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,370
    
    
    
    1,370Adjusted EBITDA
    
    $
    13,830
    
    
    
    (2,988
    )
    
    
    6,981
    
    
    
    1,738
    
    
    
    (93
    )
    
    $
    19,468
  25




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Backlog
  July 3
    
    
    December 312010
    
    
    2009Aviation
    
    $
    38.7
    
    
    
    49.4LXE
    
    
    21.5
    
    
    
    22.0Defense & Space
    
    
    84.8
    
    
    
    89.6Global Tracking
    
    
    19.3
    
    
    
    17.2Total
    
    $
    164.3
    
    
    
    178.2
  Liquidity and Capital Resources
   
    
    Operating activities from continuing operations contributed $6.7 million in positive
cash flow;
 
    
    We borrowed a net $12.0 million from our revolving credit facility;
 
    
    On April 30, 2010, the arbitrator issued the final award related to claims made by the
purchaser of our former EMS Wireless division. We paid the final award of $8.6 million to
the purchaser in the second quarter of 2010;
 
    
    We made a payment of $7.2 million for the contingent consideration agreement related to
one of the acquisitions completed in 2009; and
 
    
    We invested $4.3 million in property, plant and equipment.
   26




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Off-Balance Sheet Arrangements
     Commitments and Contractual Obligations
   28




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Critical Accounting Policies
  Risk Factors and Forward-Looking Statements
  
    
    economic conditions in the U.S. and abroad and their effect on capital spending
in our principal markets;
 
    
    difficulty predicting the timing of receipt of major customer orders, and the
effect of customer timing decisions on our results;
 
    
    our successful completion of technological development programs and the effects
of technology that may be developed by, and patent rights that may be held or obtained by,
competitors;
 
    
    U.S. defense budget pressures on near-term spending priorities;
 
    
    uncertainties inherent in the process of converting contract awards into firm
contractual orders in the future;
 
    
    volatility of foreign currency exchange rates relative to the U.S. dollar and
their effect on purchasing power by international customers, and on the cost structure of
our operations outside the U.S., as well as the potential for realizing foreign exchange
gains and losses associated with assets or liabilities denominated in foreign currencies;
 
    
    successful resolution of technical problems, proposed scope changes, or
proposed funding changes that may be encountered on contracts;
 
    
    changes in our consolidated effective income tax rate caused by the extent to
which actual taxable earnings in the U.S., Canada and other taxing jurisdictions may vary
from expected taxable earnings, changes in tax laws, including the provisions of the U.S.
tax law that have not been extended for 2010, such as the research and development credit,
and the extent to which deferred tax assets are considered realizable;
 
    
    successful transition of products from development stages to an efficient
manufacturing environment;
 
    
    changes in the rate at which our products are returned for repair or replacement
under warranty;
 
    
    customer response to new products and services, and general conditions in our
target markets (such as logistics, and space-based communications), and whether these
responses and conditions develop according to our expectations;
 
    
    the increased potential for asset impairment charges as unfavorable economic or
financial market conditions, or other developments, might affect the estimated fair value
of one or more of our business units;
 
    
    the success of certain of our customers in marketing our line of high-speed
commercial airline communications products as a complementary offering with their own lines
of avionics products;
  29




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##### Table of Contents




    
    the continued availability of financing for various mobile and high-speed data
communications systems;
 
    
    risk that credit market conditions may limit the ability of some customers to
obtain financing and adversely affect their ability to pay, which in turn could have an
adverse impact on our business, operating results, and financial condition;
 
    
    development of successful working relationships with local business and
government personnel in connection with the distribution and manufacture of products in
foreign countries;
 
    
    the demand growth for various mobile and high-speed data communications
services;
 
    
    our ability to attract and retain qualified senior management and other
personnel, particularly those with key technical skills;
 
    
    our ability to effectively integrate our acquired businesses, products or
technologies into our existing businesses and products, and the risk that any such acquired
businesses, products or technologies do not perform as expected, are subject to undisclosed
or unanticipated liabilities, or are otherwise dilutive to our earnings;
 
    
    the potential effects, on cash and results of discontinued operations, of final
resolution of potential liabilities under warranties and representations that we made, and
obligations assumed by purchasers, in connection with our dispositions of discontinued
operations;
 
    
    the availability, capabilities and performance of suppliers of basic materials,
electronic components and sophisticated subsystems on which we must rely in order to
perform according to contract requirements, or to introduce new products on the desired
schedule;
 
    
    uncertainties associated with U.S. export controls and the export license
process, which restrict our ability to hold technical discussions with customers, suppliers
and internal engineering resources and can reduce our ability to obtain sales from
customers outside the U.S. or to perform contracts with the desired level of efficiency or
profitability; and
 
    
    our ability to maintain compliance with the requirements of the Federal
Aviation Administration and the Federal Communications Commission, and with other
government regulations affecting our products and their production, service and
functioning.
  Effect of New Accounting Pronouncements
 Recently Issued Pronouncements Not Yet Adopted
  Revenue Recognition  Multiple-Deliverable Revenue Arrangements,
 
    
    Eliminates the requirement for objective evidence of fair value of an undelivered item
for treatment of the delivered item as a separate unit of accounting;
  30




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##### Table of Contents




    
    Requires use of the relative selling price method for allocating total consideration to
elements of the arrangement instead of the relative-fair-value method or the residual
method;
 
    
    Allows the use of an estimated selling price for any element within the arrangement to
allocate consideration to individual elements when vendor-specific objective evidence or
other third party evidence of selling price do not exist; and
 
    
    Expands the required disclosures.
 Software  Certain Revenue Arrangements That Include Software Elements
  Milestone Method of Revenue Recognition,
 
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  Government-obligations money market funds, other money market
instruments, and interest-bearing time deposits, with maturity
dates of less than 3 months interest payable monthly at variable
rates (a weighted-average rate of 0.45% at July 3, 2010)
    
    $
    20,987Revolving credit facility with U.S. and Canadian banks, maturing
in February 2013, interest payable quarterly at a variable rate
(4.0% at July 3, 2010)
    
    $
    30,500
     31




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##### Table of Contents



Exchange Rate
    
    
    USD(USD per unit of
    
    
    in thousandslocal currency)
    
    
    (reporting currency)Australia
    
    0.8427 /AUD
    
    $
    2,565Canada
    
    0.9413 /CAD
    
    
    1,517Sweden
    
    0.1310 /SEK
    
    
    1,027Belgium
    
    1.2550 /EUR
    
    
    642United Kingdon
    
    1.5197 /GBP
    
    
    262Netherlands
    
    1.2550 /EUR
    
    
    193Italy
    
    1.2550 /EUR
    
    
    171France
    
    1.2550 /EUR
    
    
    149Germany
    
    1.2550 /EUR
    
    
    125Total amount subject to foreign currency risk
    
    
    
    
    
    $
    6,651
  Exchange RateFunctionalCurrency per
    
    
    USDCurrency
    
    Functional
    
    
    Denominated
    
    
    EquivalentDenomination
    
    Currency
    
    
    Currency
    
    
    (in thousands)Accounts ReceivableUSD
    
    CAD
    
    
    1.0624
    
    
    $
    15,747USD
    
    EUR
    
    
    0.7968
    
    
    
    1,161USD
    
    GBP
    
    
    0.6580
    
    
    
    243Other currencies
    
    
    
    
    
    
    407$
    17,558Accounts PayableUSD
    
    CAD
    
    
    1.0624
    
    
    $
    1,228GBP
    
    USD
    
    
    1.5197
    
    
    
    184EUR
    
    GBP
    
    
    0.8286
    
    
    
    182Other currencies
    
    
    
    
    
    
    
    
    192$
    1,786
  32




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##### Table of Contents



Exchange RateFunctionalCurrency per
    
    
    USDCurrency
    
    Functional
    
    
    Denominated
    
    
    EquivalentDenomination
    
    Currency
    
    
    Currency
    
    
    (in thousands)USD
    
    CAD
    
    
    1.0624
    
    
    $
    3,312GBP
    
    CAD
    
    
    1.6163
    
    
    
    1,561GBP
    
    USD
    
    
    1.5197
    
    
    
    1,289EUR
    
    CAD
    
    
    1.3392
    
    
    
    222AUD
    
    CAD
    
    
    0.8980
    
    
    
    180Other currencies
    
    
    
    
    
    
    
    
    
    
    487$
    7,051
  Average
    
    
    FairNotional
    

    
    

    Contract
    
    
    ValueAmount
    

    
    

    Rate
    
    
    (USD)Foreign currency forward contracts:U.S. dollars (sell for Canadian dollars)
    
    
    12,700
    
    USD
    
    
    
    
    1.0210
    
    
    $
    (534
    )Australian dollars (sell for Canadian dollars)
    
    
    350
    
    AUD
    
    
    0.9074
    
    
    
    (4
    )British pounds (sell for U.S. dollars)
    
    
    150
    
    GBP
    
    
    1.4770
    
    
    
    (6
    )Euros (sell for U.S. dollars)
    
    
    950
    
    EUR
    
    
    1.2406
    
    
    
    (14
    )$
    (558
    )
  33




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##### Table of Contents



Item 4.
    
    Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   (b) Changes in Internal Control Over Financial Reporting
   34




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##### Table of Contents



PART II
 OTHER INFORMATION
 
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  ISSUER PURCHASES OF EQUITY SECURITIES
 (d) Maximum Number(c) Total Number
    
    
    (or Approximateof Shares
    
    
    Dollar Value) ofPurchased as
    
    
    Shares that May YetPart of Publicly
    
    
    Be Purchased(a) Total Number
    
    
    (b) Average
    
    
    Announced
    
    
    Under the Plans orof Shares
    
    
    Price Paid
    
    
    Plans or
    
    
    Programs (3)Period
    
    Purchased (1)
    
    
    Per Share
    
    
    Program (2)
    
    
    (in millions)Period 4 2010
(April 4 to May 1)
    
    
    
    
    
    
    
    
    
    
    Period 5 2010 (May
2 to May 29)
    
    
    2,386
    
    
    $
    15.94
    
    
    
    Period 6 2010 (May
30 to July 3)
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,386
    
    
    $
    15.94
    
    
    
    
    
    
    $
    
 (1)
    
    The category includes 2,386 shares delivered to us by employees to pay withholding taxes
due upon vesting of restricted share awards.(2)
    
    During the period covered by this Quarterly Report on Form 10-Q, no shares were
repurchased under the Companys $20 million repurchase program (the Program) which was
initially announced on July 30, 2008. Further repurchases are no longer permitted under
the terms of the Companys credit agreement.(3)
    
    This balance represents the value of shares that could be repurchased under the Program
as of July 3, 2010.  35




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##### Table of Contents



Item 6.
    
    Exhibits
  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 our Quarterly Report on Form 10-Q for
the quarter ended July 4, 2009).3.2
    
    
    Bylaws of EMS Technologies, Inc. as amended through December 21, 2009 (incorporated by
reference to Exhibit 3.2 to our Annual Report on Form 10-K for the year ended December 31, 2009).31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. *31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. *32
    
    
    Certification of the Companys Chief Executive Officer and Chief Financial Officer pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
 *
    
    Filed herewith  36




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##### Table of Contents



SIGNATURES
  EMS TECHNOLOGIES, INC.By:
    
    /s/ Neilson A. Mackay

Neilson A. Mackay
President, and Chief Executive Officer
(Principal Executive Officer)
    
    Date: August 11, 2010By:
    
    /s/ Gary B. Shell

Gary B. Shell
Senior Vice President, Chief Financial
Officer and Treasurer (Principal Financial Officer)
    
    Date: August 11, 2010
 AVAILABLE INFORMATION
 www.ems-t.com
  37