##### 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 March 31, 2007
 Commission file number 0-6072
 EMS TECHNOLOGIES, INC.
  Georgia
    
    58-1035424(State or other jurisdiction of
    
    (IRS Employer ID Number)incorporation or organization)660 Engineering Drive, Norcross, Georgia
    
    30092(Address of principal executive offices)
    
    (Zip Code)
 (770) 263-9200  Registrants Telephone Number, Including Area Code
 þ o
  o þ o
 o þ
  Class
    
    Number of SharesCommon Stock, $.10 par Value
    
    15,352,690
 AVAILABLE INFORMATION
 www.ems-t.com




---



##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATION
    
    
    2ITEM 1. Financial Statements
    
    
    2Consolidated Statements of Operations
    
    
    2Consolidated Balance Sheets
    
    
    3Consolidated Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    24ITEM 4. Controls and Procedures
    
    
    25PART II  OTHER INFORMATION
    
    
    26ITEM 1A. Risk Factors
    
    
    26ITEM 6. Exhibits
    
    
    26SIGNATURES
    
    
    27EX-10.1 DESCRIPTION OF CERTAIN EXECUTIVE OFFICER COMPENSATIONEX-10.2 LETTER RE: COMPENSATION ARRANGEMENTS WITH VICE PRESIDENT OF CORPORATE DEVELOPMENTEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32 SECTION 906 CERTIFICATIONS OF THE CEO AND CFO




---



##### 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)
 Quarters EndedMar 31
    
    
    Apr 12007
    
    
    2006Product net sales
    
    $
    56,342
    
    
    
    50,867Service net sales
    
    
    10,232
    
    
    
    8,178Net sales
    
    
    66,574
    
    
    
    59,045Product cost of sales
    
    
    34,715
    
    
    
    32,639Service cost of sales
    
    
    6,921
    
    
    
    5,262Cost of sales
    
    
    41,636
    
    
    
    37,901Selling, general and administrative expenses
    
    
    17,603
    
    
    
    14,962Research and development expenses
    
    
    4,257
    
    
    
    3,804Operating income
    
    
    3,078
    
    
    
    2,378Interest income
    
    
    1,367
    
    
    
    341Interest expense
    
    
    (453
    )
    
    
    (595
    )Foreign exchange loss
    
    
    (152
    )
    
    
    (318
    )Earnings from continuing operations before income taxes
    
    
    3,840
    
    
    
    1,806Income tax expense
    
    
    (960
    )
    
    
    (542
    )Earnings from continuing operations
    
    
    2,880
    
    
    
    1,264Discontinued operations (note 2):Loss from discontinued operations before income taxes
    
    
    (568
    )
    
    
    (614
    )Income tax benefit (expense)
    
    
    101
    
    
    
    (422
    )Loss from discontinued operations
    
    
    (467
    )
    
    
    (1,036
    )Net earnings
    
    $
    2,413
    
    
    
    228Net earnings (loss) per share (note 3):Basic:From continuing operations
    
    $
    0.19
    
    
    
    0.10From discontinued operations
    
    
    (0.03
    )
    
    
    (0.08
    )Net earnings
    
    $
    0.16
    
    
    
    0.02Diluted:From continuing operations
    
    $
    0.19
    
    
    
    0.10From discontinued operations
    
    
    (0.03
    )
    
    
    (0.08
    )Net earnings
    
    $
    0.16
    
    
    
    0.02Weighted average number of shares (note 3):Basic
    
    
    15,295
    
    
    
    13,247Diluted
    
    
    15,380
    
    
    
    13,309
  2




---



##### Table of Contents



EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Balance Sheets (Unaudited)
(in thousands)
 Mar 31
    
    
    Dec 312007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    114,246
    
    
    
    109,431Restricted cash
    
    
    80
    
    
    
    162Trade accounts receivable, net (note 5)
    
    
    79,530
    
    
    
    93,720Inventories, net (note 6)
    
    
    28,811
    
    
    
    26,042Deferred income taxes, net
    
    
    1,963
    
    
    
    1,963Other current assets
    
    
    7,425
    
    
    
    7,697Total current assets
    
    
    232,055
    
    
    
    239,015Property, plant and equipment:Land
    
    
    1,150
    
    
    
    1,150Buildings and leasehold improvements
    
    
    15,437
    
    
    
    15,361Machinery and equipment
    
    
    74,941
    
    
    
    72,569Furniture and fixtures
    
    
    8,206
    
    
    
    7,76399,734
    
    
    
    96,843Less accumulated depreciation and amortization
    
    
    67,063
    
    
    
    65,108Net property, plant and equipment
    
    
    32,671
    
    
    
    31,735Deferred income taxes, net  non-current
    
    
    6,282
    
    
    
    6,282Intangible assets, net
    
    
    1,832
    
    
    
    2,084Goodwill
    
    
    9,982
    
    
    
    9,982Other assets
    
    
    7,799
    
    
    
    2,586Total assets
    
    $
    290,621
    
    
    
    291,684
  3




---



##### Table of Contents



EMS Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited), continued
(in thousands, except share data)
 Mar 31
    
    
    Dec 312007
    
    
    2006LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current installments of long-term debt
    
    $
    3,063
    
    
    
    3,102Accounts payable
    
    
    22,863
    
    
    
    29,285Billings in excess of contract costs
    
    
    8,148
    
    
    
    7,899Accrued compensation costs
    
    
    8,370
    
    
    
    8,042Accrued retirement costs
    
    
    3,326
    
    
    
    2,666Deferred service revenue
    
    
    7,843
    
    
    
    6,289Other current liabilities
    
    
    4,364
    
    
    
    5,162Total current liabilities
    
    
    57,977
    
    
    
    62,445Long-term debt, excluding current installments
    
    
    11,459
    
    
    
    11,755Other liabilities
    
    
    4,485
    
    
    
    4,401Total liabilities
    
    
    73,921
    
    
    
    78,601Shareholders equity:Preferred stock of $1.00 par value per shareAuthorized 10,000,000 shares; none issued
    
    
    
    
    
    
    Common stock of $.10 par value per shareAuthorized 75,000,000 shares, issued and outstanding 15,346,000 in 2007 and
15,327,000 in 2006
    
    
    1,535
    
    
    
    1,533Additional paid-in capital
    
    
    133,550
    
    
    
    133,050Accumulated other comprehensive income  foreign currency translation adjustment
    
    
    4,964
    
    
    
    4,262Retained earnings
    
    
    76,651
    
    
    
    74,238Total shareholders equity
    
    
    216,700
    
    
    
    213,083Total liabilities and shareholders equity
    
    $
    290,621
    
    
    
    291,684
  4




---



##### Table of Contents



EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
 Three Months EndedMar 31
    
    
    Apr 12007
    
    
    2006Cash flows from operating activities:Net earnings
    
    $
    2,413
    
    
    
    228Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities:Depreciation and other intangibles amortization
    
    
    2,100
    
    
    
    2,161Gain on sale of assets
    
    
    (16
    )
    
    
    (42
    )Loss from discontinued operations
    
    
    467
    
    
    
    1,036Stock-based compensation expense
    
    
    278
    
    
    
    138Changes in operating assets and liabilities:Trade accounts receivable
    
    
    8,625
    
    
    
    (968
    )Billings in excess of contract costs
    
    
    215
    
    
    
    300Inventories
    
    
    (2,598
    )
    
    
    (2,838
    )Accounts payable
    
    
    (4,510
    )
    
    
    (4,340
    )Income taxes payable
    
    
    452
    
    
    
    (363
    )Accrued costs, deferred revenue, and other current liabilities
    
    
    2,755
    
    
    
    1,464Other assets and liabilities
    
    
    (1,197
    )
    
    
    (1,560
    )Net cash provided by (used in) operating activities in continuing operations
    
    
    8,984
    
    
    
    (4,784
    )Net cash provided by (used in) operating activities in discontinued operations
    
    
    (3,006
    )
    
    
    3,097Net cash provided by (used in) operating activities
    
    
    5,978
    
    
    
    (1,687
    )Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (2,686
    )
    
    
    (2,120
    )Proceeds from sale of assets
    
    
    845
    
    
    
    6,585Net cash provided by (used in) investing activities in continuing operations
    
    
    (1,841
    )
    
    
    4,465Net cash used in investing activities in discontinued operations
    
    
    
    
    
    
    (90
    )Net cash provided by (used in) investing activities
    
    
    (1,841
    )
    
    
    4,375Cash flows from financing activities:Net change in revolving debt
    
    
    
    
    
    
    (26,664
    )Repayment of term debt
    
    
    (197
    )
    
    
    (317
    )Change in restricted cash
    
    
    82
    
    
    
    (33
    )Change in cash overdrafts
    
    
    569
    
    
    
    Loan closing fees associated with new debt agreement
    
    
    
    
    
    
    (23
    )Proceeds from stock offering, net of expenses
    
    
    
    
    
    
    58,736Proceeds from exercise of stock options, net of withholding taxes paid
    
    
    224
    
    
    
    177Net cash provided by financing activities
    
    
    678
    
    
    
    31,876Net change in cash and cash equivalents
    
    
    4,815
    
    
    
    34,564Effect of exchange rates on cash and cash equivalents
    
    
    
    
    
    
    478Cash and cash equivalents at beginning of period
    
    
    109,431
    
    
    
    12,795Cash and cash equivalents at end of period
    
    $
    114,246
    
    
    
    47,837
  5




---



##### Table of Contents



EMS Technologies, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements (Unaudited)
March 31, 2007 and April 1, 2006
 1. Basis of Presentation
      Managements Use of Estimates
   Cash Equivalents
  Effect of New Accounting Pronouncements
   6




---



##### Table of Contents



2. Discontinued Operations
      Quarters EndedMar 31
    
    
    Apr 12007
    
    
    2006Net sales
    
    $
    
    
    
    
    16,424Expenses
    
    
    
    
    
    
    16,807Loss on the sale of assets
    
    
    568
    
    
    
    231Loss before income taxes
    
    
    (568
    )
    
    
    (614
    )Income tax
benefit (expense)
    
    
    101
    
    
    
    (422
    )Loss from discontinued operations
    
    $
    (467
    )
    
    
    (1,036
    )
 7




---



##### Table of Contents



3. Earnings Per Share
  Quarters EndedMar 31
    
    
    Apr 12007
    
    
    2006Basic-weighted average common shares outstanding
    
    
    15,295
    
    
    
    13,247Incremental share-based payment
    
    
    85
    
    
    
    62Diluted-weighted average common shares outstanding
    
    
    15,380
    
    
    
    13,309
 4. Comprehensive Income
  Quarters EndedMar 31
    
    
    Apr 12007
    
    
    2006Net earnings
    
    $
    2,413
    
    
    
    228Other comprehensive income:Reclassification due to sale of discontinued operations
    
    
    
    
    
    
    2,008Foreign currency translation adjustment
    
    
    702
    
    
    
    639Comprehensive income
    
    $
    3,115
    
    
    
    2,875
 5. Trade Accounts Receivable
  Mar 31
    
    
    Dec 312007
    
    
    2006Amounts billed
    
    $
    62,773
    
    
    
    71,327Unbilled revenues under long-term contracts (1)
    
    
    18,115
    
    
    
    23,134Allowance for doubtful accounts
    
    
    (1,358
    )
    
    
    (741
    )Trade accounts receivable, net
    
    $
    79,530
    
    
    
    93,720
 
 (1)
    
    Unbilled revenues under long-term contracts are usually billed and collected within one year  8




---



##### Table of Contents



6. Inventories
  Mar 31
    
    
    Dec 312007
    
    
    2006Parts and materials
    
    $
    18,302
    
    
    
    17,318Work-in-process
    
    
    4,010
    
    
    
    4,124Finished goods
    
    
    6,499
    
    
    
    4,600Inventories, net
    
    $
    28,811
    
    
    
    26,042
 7. Interim Segment Disclosures
     9




---



##### Table of Contents



Quarters EndedMar 31
    
    
    Apr 12007
    
    
    2006Net sales:Defense & Space Systems
    
    $
    13,709
    
    
    
    11,863LXE
    
    
    32,561
    
    
    
    31,619SATCOM
    
    
    20,304
    
    
    
    15,563Total
    
    $
    66,574
    
    
    
    59,045Operating income (loss):Defense & Space Systems
    
    $
    976
    
    
    
    383LXE
    
    
    875
    
    
    
    1,845SATCOM
    
    
    2,561
    
    
    
    1,517Corporate
    
    
    (1,334
    )
    
    
    (1,367
    )Total
    
    $
    3,078
    
    
    
    2,378Net earnings (loss) from continuing operations:Defense & Space Systems
    
    $
    565
    
    
    
    178LXE
    
    
    531
    
    
    
    1,108SATCOM
    
    
    2,523
    
    
    
    1,296Other
    
    
    (46
    )
    
    
    (85
    )Corporate
    
    
    (693
    )
    
    
    (1,233
    )Total
    
    $
    2,880
    
    
    
    1,264
 8. Warranty Liability
   Quarters EndedMar 31
    
    
    Apr 12007
    
    
    2006Balance at beginning of the period
    
    $
    2,051
    
    
    
    1,894Accruals for warranties issued during the period
    
    
    669
    
    
    
    368Settlements made during the period
    
    
    (589
    )
    
    
    (295
    )Balance at end of period
    
    $
    2,131
    
    
    
    1,967
 10




---



##### Table of Contents



9. Long-Term Debt
    10. Stock-Based Compensation
    11. Income Taxes
  11




---



##### Table of Contents



12. Litigation
  12




---



##### Table of Contents



ITEM 2. Management s Discussion and Analysis of Financial Condition and Results of Operations
   
    
    Defense & Space Systems  Highly engineered hardware for satellites and defense electronics applications;
    
    LXE  Rugged mobile computer terminals and related equipment for wireless local area networks; and
    
    SATCOM  Satellite communications antennas and terminals for aircraft and ground-based vehicles, and satellite ground stations for search and rescue operations.
  For continuing operations:
 
    
    Net sales of $66.6 million were reported for continuing operations in the first quarter of 2007. This was mainly due to record first quarter net sales from our SATCOM and LXE divisions.
    
    Operating income increases were reported by two of our three divisions in the first quarter of 2007. Consolidated operating income for the first quarter of 2007 was $700,000 higher than the amount reported for the same period of 2006.
 For discontinued operations:
 
    
    Our discontinued operations reported a combined $568,000 loss before income tax for the first quarter of 2007. This mainly included costs incurred related to certain contingencies set forth in the Companys asset-sale agreements.
 Description of Net Sales, Costs and Expenses
 Net sales
    13




---



##### Table of Contents



Cost of sales
      Selling, general and administrative expenses
  Research and development expenses
  14




---



##### Table of Contents



Interest income
  Interest expense
  Foreign exchange gains and losses
   Income taxes
  Discontinued operations
  15




---



##### Table of Contents



Results of Operations
 Quarters EndedMar 31
    
    
    Apr 12007
    
    
    2006Product net sales
    
    
    84.6
    %
    
    
    86.1
    %Service net sales
    
    
    15.4
    
    
    
    13.9Net sales
    
    
    100.0
    
    
    
    100.0Product cost of sales, as a percentage of product net sales
    
    
    61.6
    
    
    
    64.2Service cost of sales, as a percentage of service net sales
    
    
    67.6
    
    
    
    64.3Cost of sales
    
    
    62.5
    
    
    
    64.2Selling, general and administrative expenses
    
    
    26.5
    
    
    
    25.3Research and development expenses
    
    
    6.4
    
    
    
    6.5Operating income
    
    
    4.6
    
    
    
    4.0Interest income
    
    
    2.1
    
    
    
    0.6Interest expense
    
    
    (0.7
    )
    
    
    (1.0
    )Foreign exchange loss
    
    
    (0.2
    )
    
    
    (0.5
    )Earnings from continuing operations before
income taxes
    
    
    5.8
    
    
    
    3.1Income tax expense
    
    
    (1.5
    )
    
    
    (1.0
    )Earnings from continuing operations
    
    
    4.3
    
    
    
    2.1Discontinued operations:Loss from discontinued operations before
income taxes
    
    
    (0.9
    )
    
    
    (1.0
    )Income tax benefit (expense)
    
    
    0.2
    
    
    
    (0.7
    )Loss from discontinued operations
    
    
    (0.7
    )
    
    
    (1.7
    )Net earnings
    
    
    3.6
    %
    
    
    0.4
    %
 Three Months ended March 31, 2007 and April 1, 2006:
    16




---



##### Table of Contents



Net Sales, Cost of Sales, and Operating Income (Loss) by Segment
  Quarters EndedMar 31
    
    
    Apr 12007
    
    
    2006Net sales:Defense & Space Systems
    
    $
    13,709
    
    
    
    11,863LXE
    
    
    32,561
    
    
    
    31,619SATCOM
    
    
    20,304
    
    
    
    15,563Total
    
    $
    66,574
    
    
    
    59,045Cost-of-sales percentage:Defense & Space Systems
    
    
    76.8
    %
    
    
    79.3
    %LXE
    
    
    59.6
    
    
    
    60.4SATCOM
    
    
    57.1
    
    
    
    59.0Total
    
    
    62.5
    
    
    
    64.2Operating income (loss):Defense & Space Systems
    
    $
    976
    
    
    
    383LXE
    
    
    875
    
    
    
    1,845SATCOM
    
    
    2,561
    
    
    
    1,517Corporate and other
    
    
    (1,334
    )
    
    
    (1,367
    )Total
    
    $
    3,078
    
    
    
    2,378
 Defense & Space Systems:
 17




---



##### Table of Contents



LXE:
   SATCOM:
   Discontinued Operations
   Liquidity and Capital Resources
  18




---



##### Table of Contents



Off-Balance Sheet Arrangements
   19




---



##### Table of Contents



Commitments and Contractual Obligations
  Critical Accounting Policies
  Revenue recognition on long-term contracts
     Inventory valuation
  20




---



##### Table of Contents



Evaluation of long-lived assets for impairment
  Evaluation of contingencies related to discontinued operations
  Establishment of reserves for deferred income tax assets
   Forward-Looking Statements
  
    
    economic conditions in the U.S. and abroad and their effect on capital spending in the Companys principal markets;
    
    difficulty predicting the timing of receipt of major customer orders, and the effect of customer timing decisions on the Companys quarterly results;
    
    successful completion of technological development programs by the Company and the effects of technology that may be developed by, and patent rights that may be held or obtained by, competitors;
 21




---



##### Table of Contents




    
    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 exchange rates relative to the U.S. dollar and their effect on purchasing power by international customers, and the cost structure of the Companys non-U.S. operations, as well as the potential for realizing foreign exchange gains and losses associated with non-U.S. assets or liabilities 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 taxable earnings in the U.S., Canada and other taxing jurisdictions may vary from expected taxable earnings;
    
    successful transition of products from development stages to an efficient manufacturing environment;
    
    changes in the rate at which the Companys products are returned for repair or replacement under warranty;
    
    customer response to new products and services, and general conditions in the Companys target markets (such as logistics, and space-based communications);
    
    the success of certain of the Companys customers in marketing our line of high-speed commercial airline communications products as a complimentary offering with their own lines of avionics products;
    
    the availability of financing for satellite data communications systems;
    
    development of successful working relationships with local business and government personnel in connection with distribution and manufacture of products in foreign countries;
    
    the demand growth for various mobile and high-speed data communications services;
    
    the Companys ability to attract and retain qualified personnel, particularly those with key technical skills;
    
    the availability of sufficient additional credit or other financing, on acceptable terms, to support any large acquisitions that we believe would contribute to our growth and profitability;
    
    our ability to negotiate successfully with potential acquisition candidates, finance acquisitions, or effectively integrate the acquired businesses, products or technologies into the Companys existing businesses and products, and the risk that any such acquisitions do not perform as expected 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 made by the Company, and obligations assumed by purchasers, in connection with the Companys dispositions of discontinued operations;
    
    the availability, capabilities and performance of suppliers of basic materials, electronic components and sophisticated subsystems on which the Company must rely in order to perform according to contract requirements, or to introduce new products on the desired schedule; and
    
    uncertainties associated with U.S. export controls and the export license process, which restrict the Companys ability to hold technical discussions with customers, suppliers and internal engineering resources and can reduce the Companys ability to obtain sales from foreign customers or to perform contracts with the desired level of efficiency or profitability.
 22




---



##### Table of Contents



Effect of New Accounting Pronouncements
   23




---



##### Table of Contents



ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  Revolving credit loan with a bank in the United Kingdom, matures in April 2008, interest payable monthly at a variable rate (6.25% at the end of the quarter)
    
    $
    1,915
   Exchange Rate
    
    $U.S.($U.S. per unit of
    
    in thousandslocal currency)
    
    (reporting currency)Belgium
    
    1.3373 /Euro
    
    $
    3,804Italy
    
    1.3373 /Euro
    
    
    1,901Australia
    
    0.8104 /Dollar
    
    
    876Netherlands
    
    1.3373 /Euro
    
    
    767Canada
    
    0.8674 /Dollar
    
    
    595United Kingdom
    
    1.9687 /Pound
    
    
    499Sweden
    
    0.1432 /Krona
    
    
    242France
    
    1.3373 /Euro
    
    
    24Germany
    
    1.3373 /Euro
    
    
    5Singapore
    
    0.6590 /Dollar
    
    
    (16
    )Total short-term due to parent
    
    
    
    $
    8,697
  Average
    
    
    ($U.S.)Notional
    
    Contract
    
    
    FairAmount
    
    Rate
    
    
    ValueForeign currency forward contractsEuros (sell for U.S. dollars)
    
    4,300
    EURO
    
    
    1.3104
    
    
    $
    (124
    )U.S. dollars (sell for Canadian dollars)
    
    14,400
    USD
    
    
    1.1558
    
    
    
    52Australian dollars (sell for U.S. dollars)
    
    800
    AUD
    
    
    0.7502
    
    
    
    (43
    )British pounds (buy with Canadian dollars)
    
    1,000
    GBP
    
    
    2.3045
    
    
    
    (33
    )British pounds (sell for U.S. dollars)
    
    340
    GBP
    
    
    1.9505
    
    
    
    (6
    )$
    (154
    )Embedded derivativesQualifying for U.S. dollar contracts at Canadian subsidiary
    
    4,738
    USD
    
    
    0.8674
    
    
    $
    (30
    )
  24




---



##### Table of Contents



ITEM 4. Controls and Procedures
    25




---



##### Table of Contents



PART II
 OTHER INFORMATION
 
 ITEM 1A. Risk Factors
  
 ITEM 6. Exhibits
         
 *
    
    Filed herewith 26




---



##### Table of Contents



SIGNATURES
  EMS TECHNOLOGIES, INC.By:
    
    /s/ Paul B. Domorski
    
    
    
    
    
    Date: May 9, 2007Paul B. DomorskiPresident, Chief Executive Officer and Director (Principal Executive
Officer)By:
    
    /s/ Don T. Scartz
    
    
    
    
    
    Date: May 9, 2007Don T. ScartzExecutive Vice President, Chief Financial
Officer and Treasurer (Principal Financial Officer)
 27