##### 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 October 2, 2010
 Commission file number 0-6072
 EMS TECHNOLOGIES, INC.
  Georgia
    
    58-1035424(State or other jurisdiction of incorporation or
    
    (IRS Employer ID Number)organization)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
    
    15,310,524




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated 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
    
    
    30Item 4. Controls and Procedures
    
    
    33PART II  OTHER INFORMATIONItem 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 5. Other information
    
    
    35Item 6. Exhibits
    
    
    36SIGNATURES
    
    
    37Exhibit 3.2Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32




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PART I
 FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Operations
 (Unaudited)
 (in thousands, except per share data)
 Three Months Ended
    
    
    Nine Months EndedOctober 2
    
    
    October 3
    
    
    October 2
    
    
    October 32010
    
    
    2009
    
    
    2010
    
    
    2009Product net sales
    
    $
    69,913
    
    
    
    65,766
    
    
    
    209,896
    
    
    
    210,464Service net sales
    
    
    15,810
    
    
    
    19,965
    
    
    
    47,206
    
    
    
    64,483Net sales
    
    
    85,723
    
    
    
    85,731
    
    
    
    257,102
    
    
    
    274,947Product cost of sales
    
    
    47,098
    
    
    
    46,892
    
    
    
    140,664
    
    
    
    141,014Service cost of sales
    
    
    7,463
    
    
    
    10,843
    
    
    
    23,299
    
    
    
    45,391Cost of sales
    
    
    54,561
    
    
    
    57,735
    
    
    
    163,963
    
    
    
    186,405Selling, general and administrative expenses
    
    
    21,996
    
    
    
    20,496
    
    
    
    65,797
    
    
    
    65,468Research and development expenses
    
    
    4,898
    
    
    
    5,149
    
    
    
    15,028
    
    
    
    13,788Impairment loss on goodwill related charges
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    Acquisition-related items
    
    
    
    
    
    
    (215
    )
    
    
    563
    
    
    
    5,307Operating income
    
    
    4,268
    
    
    
    2,566
    
    
    
    11,367
    
    
    
    3,979Interest income
    
    
    60
    
    
    
    14
    
    
    
    341
    
    
    
    179Interest expense
    
    
    (467
    )
    
    
    (549
    )
    
    
    (1,486
    )
    
    
    (1,837
    )Foreign exchange gain (loss), net
    
    
    18
    
    
    
    (154
    )
    
    
    (431
    )
    
    
    (386
    )Earnings from continuing operations before
income taxes
    
    
    3,879
    
    
    
    1,877
    
    
    
    9,791
    
    
    
    1,935Income tax (expense) benefit
    
    
    (408
    )
    
    
    4,112
    
    
    
    (1,861
    )
    
    
    4,272Earnings from continuing operations
    
    
    3,471
    
    
    
    5,989
    
    
    
    7,930
    
    
    
    6,207Discontinued operations:Loss from discontinued operations before
income taxes
    
    
    
    
    
    
    (1,143
    )
    
    
    
    
    
    
    (1,143
    )Income tax benefit
    
    
    
    
    
    
    434
    
    
    
    
    
    
    
    434Loss from discontinued operations
    
    
    
    
    
    
    (709
    )
    
    
    
    
    
    
    (709
    )Net earnings
    
    $
    3,471
    
    
    
    5,280
    
    
    
    7,930
    
    
    
    5,498Net earnings (loss) per share:Basic:From continuing operations
    
    $
    0.23
    
    
    
    0.39
    
    
    
    0.52
    
    
    
    0.41From discontinued operations
    
    
    
    
    
    
    (0.05
    )
    
    
    
    
    
    
    (0.05
    )Net earnings
    
    $
    0.23
    
    
    
    0.34
    
    
    
    0.52
    
    
    
    0.36Diluted:From continuing operations
    
    $
    0.23
    
    
    
    0.39
    
    
    
    0.52
    
    
    
    0.41From discontinued operations
    
    
    
    
    
    
    (0.05
    )
    
    
    
    
    
    
    (0.05
    )Net earnings
    
    $
    0.23
    
    
    
    0.34
    
    
    
    0.52
    
    
    
    0.36Weighted-average number of common
shares outstanding:Basic
    
    
    15,197
    
    
    
    15,175
    
    
    
    15,189
    
    
    
    15,161Diluted
    
    
    15,251
    
    
    
    15,258
    
    
    
    15,229
    
    
    
    15,250
   2




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EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Balance Sheets

(Unaudited)
 (in thousands)
 October 2
    
    
    December 312010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    49,671
    
    
    
    47,174Trade accounts receivable, net of allowance for doubtful accounts of
$1,456 in 2010 and $1,208 in 2009
    
    
    65,264
    
    
    
    60,959Costs and
estimated earnings in excess of billings on long-term contracts
    
    
    17,418
    
    
    
    25,290Inventories
    
    
    48,779
    
    
    
    40,655Deferred income taxes
    
    
    4,426
    
    
    
    4,306Other current assets
    
    
    10,122
    
    
    
    19,117Total current assets
    
    
    195,680
    
    
    
    197,501Property, plant and equipment:Land
    
    
    1,150
    
    
    
    1,150Buildings and leasehold improvements
    
    
    18,879
    
    
    
    18,792Machinery and equipment
    
    
    115,097
    
    
    
    107,712Furniture and fixtures
    
    
    10,750
    
    
    
    10,542Total property, plant and equipment
    
    
    145,876
    
    
    
    138,196Less accumulated depreciation
    
    
    97,785
    
    
    
    90,256Net property, plant and equipment
    
    
    48,091
    
    
    
    47,940Deferred income taxes
    
    
    9,436
    
    
    
    9,421Goodwill
    
    
    60,476
    
    
    
    60,336Other intangible assets, net of accumulated amortization
of $25,399 in 2010 and $18,817 in 2009
    
    
    43,504
    
    
    
    49,256Costs and estimated earnings in excess of billings on long-term contracts
    
    
    15,156
    
    
    
    7,771Other assets
    
    
    1,535
    
    
    
    1,920Total assets
    
    $
    373,878
    
    
    
    374,145
   3




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EMS Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited), continued
(in thousands, except share data)
 October 2
    
    
    December 312010
    
    
    2009LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current installments of long-term debt
    
    $
    1,477
    
    
    
    1,398Accounts payable
    
    
    28,468
    
    
    
    27,333Billings in
excess of contract costs and estimated earnings on long-term contracts
    
    
    12,204
    
    
    
    9,380Accrued compensation and related costs
    
    
    15,500
    
    
    
    13,946Deferred revenue
    
    
    10,333
    
    
    
    9,805Contingent consideration arrangement liability
    
    
    6,833
    
    
    
    13,729Other current liabilities
    
    
    10,546
    
    
    
    23,763Total current liabilities
    
    
    85,361
    
    
    
    99,354Long-term debt, excluding current installments
    
    
    28,234
    
    
    
    26,352Deferred income taxes
    
    
    4,933
    
    
    
    5,757Other liabilities
    
    
    7,261
    
    
    
    5,591Total liabilities
    
    
    125,789
    
    
    
    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 15,311 in 2010 and 15,249 in 2009
    
    
    1,531
    
    
    
    1,525Additional paid-in capital
    
    
    137,487
    
    
    
    136,112Accumulated other comprehensive income  foreign currency translation
adjustment
    
    
    7,753
    
    
    
    6,066Retained earnings
    
    
    101,318
    
    
    
    93,388Total shareholders equity
    
    
    248,089
    
    
    
    237,091Commitments and contingenciesTotal liabilities and shareholders equity
    
    $
    373,878
    
    
    
    374,145
   4




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EMS Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows

 (Unaudited)
 (in thousands)
 Nine Months EndedOctober 2
    
    
    October 32010
    
    
    2009Cash flows from operating activities:Net earnings
    
    $
    7,930
    
    
    
    5,498Adjustments to reconcile net earnings to net cash provided by operating
activities:Depreciation and amortization
    
    
    14,434
    
    
    
    15,050Deferred income taxes
    
    
    (959
    )
    
    
    (2,865
    )Loss on sale of assets
    
    
    
    
    
    
    68Loss from discontinued operations
    
    
    
    
    
    
    709Stock-based compensation expense
    
    
    1,425
    
    
    
    1,662Change in fair value of contingent consideration liability
    
    
    304
    
    
    
    1,510Payment for acquisition of business under contingent consideration
arrangement
    
    
    (1,248
    )
    
    
    Changes in operating assets and liabilities, net of effects of acquisitions:Trade accounts receivable
    
    
    (4,243
    )
    
    
    12,624Costs and estimated earnings in excess of billings on long-term contracts
    
    
    1,003
    
    
    
    2,625Billings in excess of costs and estimated earnings on long-term contracts
    
    
    2,747
    
    
    
    976Inventories
    
    
    (7,808
    )
    
    
    2,467Accounts payable
    
    
    (254
    )
    
    
    (1,479
    )Income taxes
    
    
    555
    
    
    
    (541
    )Accrued compensation and retirement costs
    
    
    1,453
    
    
    
    (2,433
    )Deferred revenue
    
    
    2,556
    
    
    
    151Other
    
    
    3,844
    
    
    
    (3,062
    )Net cash provided by operating activities in continuing operations
    
    
    21,739
    
    
    
    32,960Net cash used in operating activities in discontinued operations
    
    
    (8,824
    )
    
    
    (484
    )Net cash provided by operating activities
    
    
    12,915
    
    
    
    32,476Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (7,091
    )
    
    
    (10,689
    )Payments for acquisitions of businesses, net of cash acquired
    
    
    
    
    
    
    (87,264
    )Proceeds from sales of assets
    
    
    222
    
    
    
    58Net cash used in investing activities
    
    
    (6,869
    )
    
    
    (97,895
    )Cash flows from financing activities:Net borrowings under revolving credit facility
    
    
    3,000
    
    
    
    18,500Repayment of other debt
    
    
    (1,037
    )
    
    
    (961
    )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
    
    
    (61
    )
    
    
    (125
    )Proceeds from exercises of stock options
    
    
    15
    
    
    
    620Net cash (used in) provided by financing activities
    
    
    (4,063
    )
    
    
    17,783Effect of changes in exchange rates on cash and cash equivalents
    
    
    514
    
    
    
    1,343Net change in cash and cash equivalents
    
    
    2,497
    
    
    
    (46,293
    )Cash and cash equivalents at beginning of period
    
    
    47,174
    
    
    
    86,979Cash and cash equivalents at end of period
    
    $
    49,671
    
    
    
    40,686
   5




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EMS Technologies, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements (Unaudited)
 October 2, 2010 and October 3, 2009
 1. Basis of Presentation
    Managements Use of Estimates
  Recently Adopted Pronouncements
 Improving Disclosures About Fair Value Measurements
 Recently Issued Pronouncements Not Yet Adopted
   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,
 Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses
 2. Business Combinations
 13, 2009,
 Business Combinations TM , Business Combinations 1, 2009,
  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
    
    
    
    
    
    
    
    
    
    
    140
    
    
    
    140Balance as of October 2, 2010
    
    $
    35,108
    
    
    
    23,429
    
    
    
    1,939
    
    
    
    60,476
   As of October 2, 2010Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountDeveloped technology
    
    $
    41,039
    
    
    
    17,514
    
    
    
    23,525Customer relationships
    
    
    19,167
    
    
    
    4,224
    
    
    
    14,943Trade names and
trademarks
    
    
    6,269
    
    
    
    1,744
    
    
    
    4,525Other
    
    
    2,428
    
    
    
    1,917
    
    
    
    511$
    68,903
    
    
    
    25,399
    
    
    
    43,504
  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
    
    
    Nine Months EndedOctober 2
    
    
    October 3
    
    
    October 2
    
    
    October 32010
    
    
    2009
    
    
    2010
    
    
    2009Net sales:Aviation
    
    $
    24,161
    
    
    
    25,669
    
    
    $
    75,685
    
    
    
    93,589LXE
    
    
    35,613
    
    
    
    26,237
    
    
    
    102,551
    
    
    
    79,988Defense & Space
    
    
    16,784
    
    
    
    23,056
    
    
    
    50,076
    
    
    
    75,153Global Tracking
    
    
    9,399
    
    
    
    10,769
    
    
    
    29,785
    
    
    
    26,217Less intercompany sales
    
    
    (234
    )
    
    
    
    
    
    
    (995
    )
    
    
    Global Tracking external sales
    
    
    9,165
    
    
    
    10,769
    
    
    
    28,790
    
    
    
    26,217Total
    
    $
    85,723
    
    
    
    85,731
    
    
    $
    257,102
    
    
    
    274,947Operating income (loss):Aviation
    
    $
    1,479
    
    
    
    (451
    )
    
    $
    3,604
    
    
    
    8,415LXE
    
    
    2,096
    
    
    
    (1,348
    )
    
    
    5,065
    
    
    
    (6,195
    )Defense & Space
    
    
    1,655
    
    
    
    2,140
    
    
    
    4,267
    
    
    
    7,333Global Tracking
    
    
    68
    
    
    
    883
    
    
    
    906
    
    
    
    119Corporate & Other
    
    
    (1,030
    )
    
    
    1,342
    
    
    
    (2,475
    )
    
    
    (5,693
    )Total
    
    $
    4,268
    
    
    
    2,566
    
    
    $
    11,367
    
    
    
    3,979Earnings (loss) from
continuing operations
before income taxes:Aviation
    
    $
    1,382
    
    
    
    (479
    )
    
    $
    3,187
    
    
    
    9,077LXE
    
    
    2,434
    
    
    
    (1,213
    )
    
    
    5,267
    
    
    
    (6,373
    )Defense & Space
    
    
    1,660
    
    
    
    2,218
    
    
    
    4,276
    
    
    
    7,411Global Tracking
    
    
    (80
    )
    
    
    647
    
    
    
    855
    
    
    
    478Corporate & Other
    
    
    (1,517
    )
    
    
    704
    
    
    
    (3,794
    )
    
    
    (8,658
    )Total
    
    $
    3,879
    
    
    
    1,877
    
    
    $
    9,791
    
    
    
    1,935
   11




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October 2
    
    
    December 312010
    
    
    2009Assets:Aviation
    
    $
    146,994
    
    
    
    144,483LXE
    
    
    80,101
    
    
    
    71,632Defense & Space
    
    
    47,725
    
    
    
    53,883Global Tracking
    
    
    79,551
    
    
    
    75,922Corporate & Other
    
    
    19,507
    
    
    
    28,225Total
    
    $
    373,878
    
    
    
    374,145Concentration of net assets by geographic
region:United States
    
    $
    69,166
    
    
    
    72,826Canada
    
    
    67,577
    
    
    
    62,239Europe
    
    
    103,223
    
    
    
    97,216Other
    
    
    8,123
    
    
    
    4,810Total
    
    $
    248,089
    
    
    
    237,091
  6. Earnings Per Share
  Three Months Ended
    
    
    Nine Months EndedOctober 2
    
    
    October 3
    
    
    October 2
    
    
    October 32010
    
    
    2009
    
    
    2010
    
    
    2009Basic weighted-average number of common shares outstanding
    
    
    15,197
    
    
    
    15,175
    
    
    
    15,189
    
    
    
    15,161Dilutive potential shares using the treasury share method
    
    
    54
    
    
    
    83
    
    
    
    40
    
    
    
    89Diluted weighted-average number of common shares outstanding
    
    
    15,251
    
    
    
    15,258
    
    
    
    15,229
    
    
    
    15,250Shares 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
    
    
    1,005
    
    
    
    526
    
    
    
    1,031
    
    
    
    557
  12




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7. Comprehensive Income
  Three Months Ended
    
    
    Nine Months EndedOctober 2
    
    
    October 3
    
    
    October 2
    
    
    October 32010
    
    
    2009
    
    
    2010
    
    
    2009Net earnings
    
    $
    3,471
    
    
    
    5,280
    
    
    
    7,930
    
    
    
    5,498Other comprehensive income:Foreign currency
translation adjustment
    
    
    4,932
    
    
    
    5,922
    
    
    
    1,687
    
    
    
    8,818$
    8,403
    
    
    
    11,202
    
    
    
    9,617
    
    
    
    14,316
 8. Inventories
  October 2
    
    
    December 312010
    
    
    2009Parts and materials
    
    $
    29,493
    
    
    
    25,221Work-in-process
    
    
    6,406
    
    
    
    5,142Finished goods
    
    
    12,880
    
    
    
    10,292$
    48,779
    
    
    
    40,655
  9. Revolving Credit Facility
 
 10. Warranty Liability
   13




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Three Months Ended
    
    
    Nine Months EndedOctober 2
    
    
    October 3
    
    
    October 2
    
    
    October 32010
    
    
    2009
    
    
    2010
    
    
    2009Balance at beginning of the period
    
    $
    4,524
    
    
    
    3,796
    
    
    
    4,085
    
    
    
    2,789Additions at dates of acquisition for
businesses acquired during period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    516Accruals for warranties issued during the period
    
    
    831
    
    
    
    734
    
    
    
    2,887
    
    
    
    2,987Settlements made during the period
    
    
    (679
    )
    
    
    (694
    )
    
    
    (2,296
    )
    
    
    (2,456
    )Balance at end of period
    
    $
    4,676
    
    
    
    3,836
    
    
    
    4,676
    
    
    
    3,836
 11. Stock-Based Compensation
  12. Income Taxes
   13. Discontinued Operations
   14




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##### Table of Contents



14. Repurchases of Common Shares
  15. Litigation
   15




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##### Table of Contents



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 equipment;
 
    
    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 satellite applications from military communications, radar, surveillance and
countermeasures to high-definition television, satellite radio, and live TV for commercial
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 solutions for rescue
coordination worldwide.
  
    
    Consolidated net sales from continuing operations were $85.7 million and $257.1 million
in third quarter and first nine months of 2010, reflecting another quarter of strong sales,
though down by 7% compared with the first nine months of 2009. Net sales in 2010 reflect
a recovery in our logistics business and the additional net sales from the acquisitions
made in 2008 and 2009.
 
    
    Operating profits were contributed by each of the four operating segments in the third
quarter and the first nine months of 2010, respectively. In total, operating profits
improved by $1.7 million and $7.4 million from the third quarter and first nine months of
2009, respectively, mainly from the higher volume of logistics products shipped, the lower
cost-of-sales percentages reported by our operating segments, and lower acquisition-related
charges and amortization expense in 2010. For the first nine months of 2010,
acquisition-related charges were lower by $4.7 million and amortization expense was lower
by $1.2 million compared with the same period of 2009.
 
    
    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 middle of 2011. 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.
  16




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Results of Operations
  Three Months Ended
    
    
    Nine Months EndedOctober 2
    
    
    October 3
    
    
    October 2
    
    
    October 32010
    
    
    2009
    
    
    2010
    
    
    2009Product net sales
    
    $
    69,913
    
    
    
    81.6
    %
    
    $
    65,766
    
    
    
    76.7
    %
    
    $
    209,896
    
    
    
    81.6
    %
    
    $
    210,464
    
    
    
    76.5
    %Service net sales
    
    
    15,810
    
    
    
    18.4
    
    
    
    19,965
    
    
    
    23.3
    
    
    
    47,206
    
    
    
    18.4
    
    
    
    64,483
    
    
    
    23.5Net sales
    
    
    85,723
    
    
    
    100.0
    
    
    
    85,731
    
    
    
    100.0
    
    
    
    257,102
    
    
    
    100.0
    
    
    
    274,947
    
    
    
    100.0Product cost of sales
    
    
    47,098
    
    
    
    67.4
    
    
    
    46,892
    
    
    
    71.3
    
    
    
    140,664
    
    
    
    67.0
    
    
    
    141,014
    
    
    
    67.0Service cost of sales
    
    
    7,463
    
    
    
    47.2
    
    
    
    10,843
    
    
    
    54.3
    
    
    
    23,299
    
    
    
    49.4
    
    
    
    45,391
    
    
    
    70.4Cost of sales
    
    
    54,561
    
    
    
    63.6
    
    
    
    57,735
    
    
    
    67.4
    
    
    
    163,963
    
    
    
    63.9
    
    
    
    186,405
    
    
    
    67.8Selling, general and administrative
expenses
    
    
    21,996
    
    
    
    25.7
    
    
    
    20,496
    
    
    
    23.9
    
    
    
    65,797
    
    
    
    25.6
    
    
    
    65,468
    
    
    
    23.8Research and development expenses
    
    
    4,898
    
    
    
    5.7
    
    
    
    5,149
    
    
    
    6.0
    
    
    
    15,028
    
    
    
    5.8
    
    
    
    13,788
    
    
    
    5.0Impairment loss on goodwill related
charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    0.1
    
    
    
    
    
    
    
    Acquisition-related items
    
    
    
    
    
    
    
    
    
    
    (215
    )
    
    
    (0.3
    )
    
    
    563
    
    
    
    0.2
    
    
    
    5,307
    
    
    
    1.9Operating income
    
    
    4,268
    
    
    
    5.0
    
    
    
    2,566
    
    
    
    3.0
    
    
    
    11,367
    
    
    
    4.4
    
    
    
    3,979
    
    
    
    1.5Interest income
    
    
    60
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    341
    
    
    
    0.2
    
    
    
    179
    
    
    
    0.1Interest expense
    
    
    (467
    )
    
    
    (0.5
    )
    
    
    (549
    )
    
    
    (0.6
    )
    
    
    (1,486
    )
    
    
    (0.6
    )
    
    
    (1,837
    )
    
    
    (0.7
    )Foreign exchange gain (loss), net
    
    
    18
    
    
    
    
    
    
    
    (154
    )
    
    
    (0.2
    )
    
    
    (431
    )
    
    
    (0.2
    )
    
    
    (386
    )
    
    
    (0.2
    )Earnings from continuing operations
before income taxes
    
    
    3,879
    
    
    
    4.5
    
    
    
    1,877
    
    
    
    2.2
    
    
    
    9,791
    
    
    
    3.8
    
    
    
    1,935
    
    
    
    0.7Income tax (expense) benefit
    
    
    (408
    )
    
    
    (0.5
    )
    
    
    4,112
    
    
    
    4.8
    
    
    
    (1,861
    )
    
    
    (0.7
    )
    
    
    4,272
    
    
    
    1.6Earnings from continuing operations
    
    
    3,471
    
    
    
    4.0
    
    
    
    5,989
    
    
    
    7.0
    
    
    
    7,930
    
    
    
    3.1
    
    
    
    6,207
    
    
    
    2.3Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (709
    )
    
    
    (0.8
    )
    
    
    
    
    
    
    
    
    
    
    (709
    )
    
    
    (0.3
    )Net earnings
    
    $
    3,471
    
    
    
    4.0
    %
    
    $
    5,280
    
    
    
    6.2
    %
    
    $
    7,930
    
    
    
    3.1
    %
    
    $
    5,498
    
    
    
    2.0
    %
 Three Months ended October 2, 2010 and October 3, 2009:
    17




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Nine Months ended October 2, 2010 and October 3, 2009:
   18




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19




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Segment Analysis
  PercentageThree Months Ended
    
    
    Nine Months Ended
    
    
    Increase (Decrease)October 2
    
    
    October 3
    
    
    October 2
    
    
    October 3
    
    
    Three
    
    
    Nine2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    Months
    
    
    MonthsNet sales:Aviation
    
    $
    24,161
    
    
    
    25,669
    
    
    
    75,685
    
    
    
    93,589
    
    
    
    (5.9)
    %
    
    
    (19.1
    )LXE
    
    
    35,613
    
    
    
    26,237
    
    
    
    102,551
    
    
    
    79,988
    
    
    
    35.7
    
    
    
    28.2Defense & Space
    
    
    16,784
    
    
    
    23,056
    
    
    
    50,076
    
    
    
    75,153
    
    
    
    (27.2
    )
    
    
    (33.4
    )Global Tracking
    
    
    9,399
    
    
    
    10,769
    
    
    
    29,785
    
    
    
    26,217
    
    
    
    (12.7
    )
    
    
    13.6Less intercompany sales
    
    
    (234
    )
    
    
    
    
    
    
    (995
    )
    
    
    
    
    
    
    
    
    
    
    Global Tracking external sales
    
    
    9,165
    
    
    
    10,769
    
    
    
    28,790
    
    
    
    26,217
    
    
    
    (14.9
    )
    
    
    9.8Total
    
    $
    85,723
    
    
    
    85,731
    
    
    
    257,102
    
    
    
    274,947
    
    
    
    
    
    
    
    (6.5
    )Cost of sales percentage:Aviation
    
    
    65.4
    %
    
    
    67.2
    
    
    
    65.1
    
    
    
    63.3
    
    
    
    (1.8
    )
    
    
    1.8LXE
    
    
    60.1
    
    
    
    62.9
    
    
    
    59.4
    
    
    
    63.5
    
    
    
    (2.8
    )
    
    
    (4.1
    )Defense & Space
    
    
    75.4
    
    
    
    79.6
    
    
    
    75.8
    
    
    
    79.5
    
    
    
    (4.2
    )
    
    
    (3.7
    )Global Tracking
    
    
    46.0
    
    
    
    52.7
    
    
    
    50.0
    
    
    
    61.8
    
    
    
    (6.7
    )
    
    
    (11.8
    )Total
    
    
    63.6
    
    
    
    67.3
    
    
    
    63.9
    
    
    
    67.8
    
    
    
    (3.7
    )
    
    
    (3.9
    )Operating income (loss):Aviation
    
    $
    1,479
    
    
    
    (451
    )
    
    
    3,604
    
    
    
    8,415
    
    
    
    
    2
    
    
    (57.2
    )LXE
    
    
    2,096
    
    
    
    (1,348
    )
    
    
    5,065
    
    
    
    (6,195
    )
    
    
    
    2
    
    
    
    2Defense & Space
    
    
    1,655
    
    
    
    2,140
    
    
    
    4,267
    
    
    
    7,333
    
    
    
    (22.7
    )
    
    
    (41.8
    )Global Tracking
    
    
    68
    
    
    
    883
    
    
    
    906
    
    
    
    119
    
    
    
    (92.3
    )
    
    
    661.3Corporate & Other
    
    
    (1,030
    )
    
    
    1,342
    
    
    
    (2,475
    )
    
    
    (5,693
    )
    
    
    
    2
    
    
    
    2Total
    
    $
    4,268
    
    
    
    2,566
    
    
    
    11,367
    
    
    
    3,979
    
    
    
    66.2
    
    
    
    185.7Adjusted EBITDA (1)Aviation
    
    $
    3,418
    
    
    
    1,755
    
    
    
    9,290
    
    
    
    15,586
    
    
    
    94.8
    
    
    
    (40.4
    )LXE
    
    
    3,229
    
    
    
    (361
    )
    
    
    8,012
    
    
    
    (3,348
    )
    
    
    
    2
    
    
    
    2Defense & Space
    
    
    2,343
    
    
    
    3,047
    
    
    
    6,790
    
    
    
    10,028
    
    
    
    (23.1
    )
    
    
    (32.3
    )Global Tracking
    
    
    863
    
    
    
    1,514
    
    
    
    3,626
    
    
    
    3,252
    
    
    
    (43.0
    )
    
    
    11.5Corporate & Other
    
    
    (352
    )
    
    
    1,738
    
    
    
    365
    
    
    
    1,642
    
    
    
    
    2
    
    
    (77.8
    )Total
    
    $
    9,501
    
    
    
    7,693
    
    
    
    28,083
    
    
    
    27,160
    
    
    
    23.5
    
    
    
    3.4
 (1)
    
    Adjusted EBITDA is a financial measure that is not defined with generally
accepted accounting principles (GAAP) in the United States. See section entitled
Adjusted EBITDA for an explanation of this measure and a reconciliation to net earnings.(2)
    
    The percentage change is not calculable. Aviation:
  20




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LXE:
   21




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##### Table of Contents



Defense & Space
     22




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##### Table of Contents



Global Tracking:
     23




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##### Table of Contents



Adjusted EBITDA
  Corp &Aviation
    
    
    LXE
    
    
    D&S
    
    
    GT
    
    
    Other
    
    
    TotalThree Months Ended October 2, 2010Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,471Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    408Earnings (loss) from continuing operations
before income taxes
    
    $
    1,382
    
    
    
    2,434
    
    
    
    1,660
    
    
    
    (80
    )
    
    
    (1,517
    )
    
    
    3,879Interest expense
    
    
    
    
    
    
    (21
    )
    
    
    
    
    
    
    2
    
    
    
    486
    
    
    
    467Depreciation and amortization
    
    
    1,972
    
    
    
    762
    
    
    
    638
    
    
    
    923
    
    
    
    320
    
    
    
    4,615Stock-based compensation
    
    
    64
    
    
    
    54
    
    
    
    45
    
    
    
    18
    
    
    
    359
    
    
    
    540Adjusted EBITDA
    
    $
    3,418
    
    
    
    3,229
    
    
    
    2,343
    
    
    
    863
    
    
    
    (352
    )
    
    $
    9,501Nine Months Ended October 2, 2010Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,930Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,861Earnings (loss) from continuing operations
before income taxes
    
    $
    3,187
    
    
    
    5,267
    
    
    
    4,276
    
    
    
    855
    
    
    
    (3,794
    )
    
    
    9,791Interest expense
    
    
    4
    
    
    
    (3
    )
    
    
    
    
    
    
    3
    
    
    
    1,482
    
    
    
    1,486Depreciation and amortization
    
    
    5,892
    
    
    
    2,551
    
    
    
    2,348
    
    
    
    2,716
    
    
    
    927
    
    
    
    14,434Impairment loss on goodwill related charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    384Stock-based compensation
    
    
    207
    
    
    
    197
    
    
    
    166
    
    
    
    52
    
    
    
    803
    
    
    
    1,425Acquisition-related items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    563
    
    
    
    563Adjusted EBITDA
    
    $
    9,290
    
    
    
    8,012
    
    
    
    6,790
    
    
    
    3,626
    
    
    
    365
    
    
    $
    28,083Three Months Ended October 3, 2009Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,280Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    709Income tax benefit from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,112
    )Earnings (loss) from continuing operations
before income taxes
    
    $
    (479
    )
    
    
    (1,213
    )
    
    
    2,218
    
    
    
    646
    
    
    
    705
    
    
    
    1,877Interest expense
    
    
    (2
    )
    
    
    63
    
    
    
    (78
    )
    
    
    
    
    
    
    566
    
    
    
    549Depreciation and amortization
    
    
    2,190
    
    
    
    728
    
    
    
    838
    
    
    
    858
    
    
    
    276
    
    
    
    4,890Stock-based compensation
    
    
    46
    
    
    
    61
    
    
    
    69
    
    
    
    10
    
    
    
    406
    
    
    
    592Acquisition-related items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (215
    )
    
    
    (215
    )Adjusted EBITDA
    
    $
    1,755
    
    
    
    (361
    )
    
    
    3,047
    
    
    
    1,514
    
    
    
    1,738
    
    
    $
    7,693Nine Months Ended October 3, 2009Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,498Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    709Income tax benefit from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,272
    )Earnings (loss) from continuing operations
before income taxes
    
    $
    9,077
    
    
    
    (6,373
    )
    
    
    7,411
    
    
    
    478
    
    
    
    (8,658
    )
    
    
    1,935Interest expense
    
    
    68
    
    
    
    205
    
    
    
    (78
    )
    
    
    
    
    
    
    1,642
    
    
    
    1,837Depreciation and amortization
    
    
    6,322
    
    
    
    2,636
    
    
    
    2,493
    
    
    
    2,758
    
    
    
    841
    
    
    
    15,050Stock-based compensation
    
    
    119
    
    
    
    184
    
    
    
    202
    
    
    
    16
    
    
    
    1,140
    
    
    
    1,661Acquisition-related items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,307
    
    
    
    5,307Acquisition-related foreign exchange
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,370
    
    
    
    1,370Adjusted EBITDA
    
    $
    15,586
    
    
    
    (3,348
    )
    
    
    10,028
    
    
    
    3,252
    
    
    
    1,642
    
    
    $
    27,160
  24




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##### Table of Contents



Backlog
  October 2
    
    
    December 312010
    
    
    2009Aviation
    
    $
    45.8
    
    
    
    49.4LXE
    
    
    23.1
    
    
    
    22.0Defense & Space
    
    
    71.2
    
    
    
    89.6Global Tracking
    
    
    18.5
    
    
    
    17.2Total
    
    $
    158.6
    
    
    
    178.2
  Liquidity and Capital Resources
   
    
    Operating activities from continuing operations contributed $21.7 million in positive
cash flow;
 
    
    We paid the final award of $8.6 million to the purchaser of our former EMS Wireless
division in the second quarter of 2010 related to claims made by the purchaser;
 
    
    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 $7.7 million in property, plant and equipment.
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26




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Off-Balance Sheet Arrangements
    Commitments and Contractual Obligations
   27




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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 and contract-award
schedules;
 
    
    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, space-based communications and commercial and private
aviation), 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;
  28




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
    
    the success of certain of our customers in marketing our line of high-speed commercial
airline communications products as a complementary offering with their own lines of
avionics products;
 
    
    the availability of financing for various mobile and high-speed data communications
systems;
 
    
    risk that unsettled conditions in the credit markets may make it more difficult for some
customer 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
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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,
 
 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 0.62% at October 2, 2010)
    
    $
    8,234Revolving credit facility with U.S.
and Canadian banks, maturing in
February 2013, interest payable
quarterly at a variable rate (4.0%
at October 2, 2010)
    
    $
    21,500
    30




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##### Table of Contents



Exchange Rate
    
    USD(USD per unit of
    
    in thousandslocal currency)
    
    (reporting currency)Australia
    
    0.9730 /AUD
    
    $
    3,253Canada
    
    0.9799 /CAD
    
    
    1,772Sweden
    
    0.1490 /SEK
    
    
    1,490Belgium
    
    1.3780 /EUR
    
    
    509Netherlands
    
    1.3780 /EUR
    
    
    307France
    
    1.3780 /EUR
    
    
    251Italy
    
    1.3780 /EUR
    
    
    107United Kingdon
    
    1.5836 /GBP
    
    
    33Germany
    
    1.3780 /EUR
    
    
    (35
    )Total amount subject to
foreign currency risk
    
    
    
    $
    7,687
  Exchange RateFunctionalCurrency per
    
    
    USDCurrency
    
    Functional
    
    Denominated
    
    
    EquivalentDenomination
    
    Currency
    
    Currency
    
    
    (in thousands)Accounts ReceivableUSD
    
    CAD
    
    
    1.0205
    
    
    $
    17,752USD
    
    EUR
    
    
    0.7257
    
    
    
    664EUR
    
    CAD
    
    
    1.4049
    
    
    
    392GBP
    
    CAD
    
    
    1.6167
    
    
    
    287GBP
    
    EUR
    
    
    1.1508
    
    
    
    240Other currencies
    
    
    
    
    
    
    
    
    84$
    19,419Accounts PayableUSD
    
    CAD
    
    
    1.0205
    
    
    $
    1,029EUR
    
    USD
    
    
    1.3780
    
    
    
    271GBP
    
    USD
    
    
    1.5836
    
    
    
    226Other currencies
    
    
    
    
    
    
    
    
    129$
    1,655
  31




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##### Table of Contents



Exchange RateFunctionalCurrency per
    
    
    USDCurrency
    
    Functional
    
    
    Denominated
    
    
    EquivalentDenomination
    
    Currency
    
    
    Currency
    
    
    (in thousands)USD
    
    CAD
    
    
    1.0205
    
    
    $
    8,250GBP
    
    CAD
    
    
    1.6167
    
    
    
    1,325GBP
    
    USD
    
    
    1.5836
    
    
    
    446AUD
    
    CAD
    
    
    0.9919
    
    
    
    436USD
    
    GBP
    
    
    0.6315
    
    
    
    292Other
currencies
    
    
    
    
    
    
    
    
    
    
    802$
    11,551
  Average
    
    
    FairNotional
    
    
    Contract
    
    
    ValueAmount
    
    
    Rate
    
    
    (USD)Foreign currency forward contracts:U.S. dollars (sell for Canadian
dollars)
    
    19,000 USD
    
    
    1.0380
    
    
    $
    340Euros (sell for U.S. dollars)
    
    850 EUR
    
    
    1.3741
    
    
    
    (4
    )$
    336
  32




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Item 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   (b) Changes in Internal Control Over Financial Reporting
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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 7 2010 (July 4 to July 31)
    
    
    635
    
    
    $
    16.18
    
    
    
    Period 8 2010 (August 1 to
August 28)
    
    
    
    
    
    
    
    
    
    
    Period 9 2010 (August 29 to
October 2)
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    635
    
    
    $
    16.18
    
    
    
    
    
    
    $
    
 (1)
    
    The category includes 635 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 October 2, 2010. 
  34




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Item 5. Other Information
     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 and restated through November 5, 2010. *10.1
    
    
    Letter dated July 30, 2010 between the Company and Marion Van Fosson concerning the terms of
his employment as General Manager of D&S. *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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SIGNATURES
  EMS TECHNOLOGIES, INC.By:
    
    /s/ Neilson A. Mackay
    
    
    
    Date: November 8, 2010Neilson A. MackayPresident, and Chief Executive Officer(Principal Executive Officer)By:
    
    /s/ Gary B. Shell
    
    
    
    Date: November 8, 2010Gary B. ShellSenior Vice President, Chief FinancialOfficer and Treasurer (Principal Financial Officer)
 AVAILABLE INFORMATION
 www.ems-t.com
  37