Ems (ELMG) 8-K/A Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2010

EMS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Georgia	000-06072	58-1035424
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

660 Engineering Drive Norcross, Georgia	30092
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(770) 263-9200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 9Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

EMS Technologies, Inc. is organized into four reportable segments: LXE, Defense & Space, Aviation and Global Tracking; the Aviation and Global Tracking segments were formerly included in the “Communications & Tracking” reportable operating segment. The historical financial information for all four quarters of 2009 has been recast for the new segment structure. The following information is being furnished to revise certain data for the Global Tracking and Aviation segments for the quarters ended October 3, 2009 and December 31, 2009 previously included in Company’s Report on Form 8-K furnished on May 5, 2010 (in thousands):

	Quarters Ended
	April 4			July 4			October 3			December 31
	2009			2009			2009			2009
Net sales:
Aviation	$	34,513			33,408			25,667			30,321
LXE		23,944			29,807			26,237			29,453
Defense & Space		26,908			25,188			23,057			16,426
Global Tracking		6,913			8,535			10,770			8,825
Total	$	92,278			96,938			85,731			85,025
Operating income (loss):
Aviation	$	5,066			3,799			(451	)		2,545
LXE		(5,061	)		214			(1,348	)		(20,336	)
Defense & Space		2,892			2,301			2,140			(19	)
Global Tracking		(759	)		(4	)		883			304
Corporate & Other		(4,080	)		(2,955	)		1,342			(1,106	)
Total	$	(1,942	)		3,355			2,566			(18,612	)
Earnings (loss) from continuing operations before income taxes:
Aviation	$	5,556			3,999			(479	)		2,307
LXE		(5,138	)		(22	)		(1,213	)		(20,335	)
Defense & Space		2,892			2,301			2,218			(96	)
Global Tracking		(407	)		239			647			279
Corporate & Other		(5,871	)		(3,491	)		704			(1,505	)
Total	$	(2,968	)		3,026			1,877			(19,350	)

We also measure our performance based on the non-GAAP financial measure of earnings before interest expense, income taxes, depreciation and amortization, and before impairment loss and related charges, acquisition-related items and acquisition-related foreign exchange adjustment (“Adjusted EBITDA”). The following is a reconciliation of the net (loss) earnings from

continuing operations before income taxes to Adjusted EBITDA by segment for all four quarters of 2009 recast for the new segment structure (in thousands):

	Aviation			LXE			Defense & Space			Global Tracking
Three Months Ended April 4, 2009
Earnings (loss) from continuing operations before income taxes	$	5,556			(5,138	)		2,892			(407	)
Interest expense		43			85			—			—
Depreciation and amortization		2,003			966			806			547
Acquisition-related items		—			—			—			—
Acquisition-related foreign exchange adjustment		—			—			—			—
Adjusted EBITDA	$	7,602			(4,087	)		3,698			140
Three Months Ended July 4, 2009
Earnings (loss) from continuing operations before income taxes	$	3,999			(22	)		2,301			239
Interest expense		27			57			—			—
Depreciation and amortization		2,129			942			849			1,353
Acquisition-related items		—			—			—			—
Adjusted EBITDA	$	6,155			977			3,150			1,592
Three Months Ended October 3, 2009
Earnings (loss) from continuing operations before income taxes	$	(479	)		(1,213	)		2,218			647
Interest expense		(2	)		63			(78	)		—
Depreciation and amortization		2,190			728			838			858
Acquisition-related items		—			—			—			—
Adjusted EBITDA	$	1,709			(422	)		2,978			1,505
Three Months Ended December 31, 2009
Earnings (loss) from continuing operations before income taxes	$	2,307			(20,335	)		(96	)		279
Interest expense		—			(112	)		78			—
Depreciation and amortization		2,255			709			874			782
Impairment loss and related charges		—			19,891			—			—
Acquisition-related items		—			—			—			—
Adjusted EBITDA	$	4,562			153			856			1,061

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMS TECHNOLOGIES, INC.

Date: May 6, 2010	By:	/s/ Gary B. Shell
		Gary B. Shell
		Senior Vice President, Chief Financial Officer and Treasurer