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.
(Exact name of registrant as specified in its charter)
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Georgia
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58-1035424
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(State or other jurisdiction of incorporation or
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(IRS Employer ID Number)
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organization)
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660 Engineering Drive, Norcross, Georgia
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30092
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (770) 263-9200
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
The number of shares outstanding of each of the issuers classes of common stock, as of the close
of business on November 5, 2010:
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Class
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Number of Shares
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Common Stock, $0.10 par value
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15,310,524
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
EMS Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share data)
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Three Months Ended
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Nine Months Ended
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October 2
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October 3
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October 2
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October 3
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2010
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2009
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2010
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2009
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Product net sales
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$
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69,913
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65,766
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209,896
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210,464
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Service net sales
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15,810
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19,965
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47,206
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64,483
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Net sales
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85,723
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85,731
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257,102
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274,947
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Product cost of sales
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47,098
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46,892
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140,664
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141,014
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Service cost of sales
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7,463
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10,843
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23,299
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45,391
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Cost of sales
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54,561
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57,735
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163,963
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186,405
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Selling, general and administrative expenses
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21,996
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20,496
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65,797
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65,468
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Research and development expenses
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4,898
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5,149
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15,028
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13,788
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Impairment loss on goodwill related charges
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384
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Acquisition-related items
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(215
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)
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563
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5,307
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Operating income
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4,268
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2,566
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11,367
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3,979
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Interest income
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60
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14
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341
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179
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Interest expense
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(467
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)
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(549
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)
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(1,486
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)
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(1,837
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)
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Foreign exchange gain (loss), net
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18
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(154
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)
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(431
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)
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(386
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)
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Earnings from continuing operations before
income taxes
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3,879
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1,877
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9,791
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1,935
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Income tax (expense) benefit
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(408
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)
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4,112
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(1,861
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)
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4,272
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Earnings from continuing operations
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3,471
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5,989
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7,930
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6,207
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Discontinued operations:
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Loss from discontinued operations before
income taxes
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(1,143
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)
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(1,143
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)
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Income tax benefit
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434
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434
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Loss from discontinued operations
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(709
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)
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(709
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)
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Net earnings
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$
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3,471
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5,280
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7,930
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5,498
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Net earnings (loss) per share:
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Basic:
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From continuing operations
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$
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0.23
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0.39
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0.52
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0.41
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From discontinued operations
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(0.05
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)
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(0.05
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)
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Net earnings
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$
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0.23
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0.34
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0.52
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0.36
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Diluted:
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From continuing operations
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$
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0.23
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0.39
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0.52
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0.41
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From discontinued operations
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(0.05
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)
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(0.05
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)
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Net earnings
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$
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0.23
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0.34
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0.52
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0.36
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Weighted-average number of common
shares outstanding:
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Basic
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15,197
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15,175
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15,189
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15,161
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Diluted
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15,251
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15,258
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15,229
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15,250
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See accompanying notes to interim unaudited consolidated financial statements.
2
EMS Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(in thousands)
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October 2
|
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December 31
|
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2010
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2009
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|
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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49,671
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47,174
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Trade accounts receivable, net of allowance for doubtful accounts of
$1,456 in 2010 and $1,208 in 2009
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65,264
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60,959
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Costs and
estimated earnings in excess of billings on long-term contracts
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17,418
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25,290
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Inventories
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48,779
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40,655
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Deferred income taxes
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|
4,426
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|
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4,306
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Other current assets
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10,122
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19,117
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Total current assets
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195,680
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197,501
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Property, plant and equipment:
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Land
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1,150
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1,150
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Buildings and leasehold improvements
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18,879
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18,792
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Machinery and equipment
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115,097
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107,712
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Furniture and fixtures
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10,750
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10,542
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|
|
|
|
|
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Total property, plant and equipment
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145,876
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138,196
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Less accumulated depreciation
|
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97,785
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90,256
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Net property, plant and equipment
|
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|
48,091
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|
|
|
47,940
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Deferred income taxes
|
|
|
9,436
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|
|
|
9,421
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Goodwill
|
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|
60,476
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|
|
|
60,336
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|
Other intangible assets, net of accumulated amortization
of $25,399 in 2010 and $18,817 in 2009
|
|
|
43,504
|
|
|
|
49,256
|
|
Costs and estimated earnings in excess of billings on long-term contracts
|
|
|
15,156
|
|
|
|
7,771
|
|
Other assets
|
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|
1,535
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|
|
|
1,920
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total assets
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|
$
|
373,878
|
|
|
|
374,145
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|
|
|
|
|
|
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|
See accompanying notes to interim unaudited consolidated financial statements.
3
EMS Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited), continued
(in thousands, except share data)
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|
|
|
|
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|
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|
October 2
|
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December 31
|
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2010
|
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2009
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
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Current liabilities:
|
|
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Current installments of long-term debt
|
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$
|
1,477
|
|
|
|
1,398
|
|
Accounts payable
|
|
|
28,468
|
|
|
|
27,333
|
|
Billings in
excess of contract costs and estimated earnings on long-term contracts
|
|
|
12,204
|
|
|
|
9,380
|
|
Accrued compensation and related costs
|
|
|
15,500
|
|
|
|
13,946
|
|
Deferred revenue
|
|
|
10,333
|
|
|
|
9,805
|
|
Contingent consideration arrangement liability
|
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|
6,833
|
|
|
|
13,729
|
|
Other current liabilities
|
|
|
10,546
|
|
|
|
23,763
|
|
|
|
|
|
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Total current liabilities
|
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|
85,361
|
|
|
|
99,354
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|
|
|
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|
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Long-term debt, excluding current installments
|
|
|
28,234
|
|
|
|
26,352
|
|
Deferred income taxes
|
|
|
4,933
|
|
|
|
5,757
|
|
Other liabilities
|
|
|
7,261
|
|
|
|
5,591
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
125,789
|
|
|
|
137,054
|
|
|
|
|
|
|
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Shareholders equity:
|
|
|
|
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Preferred stock of $1.00 par value per share; Authorized 10,000
shares; none issued
|
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|
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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
|
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|
1,531
|
|
|
|
1,525
|
|
Additional paid-in capital
|
|
|
137,487
|
|
|
|
136,112
|
|
Accumulated other comprehensive income foreign currency translation
adjustment
|
|
|
7,753
|
|
|
|
6,066
|
|
Retained earnings
|
|
|
101,318
|
|
|
|
93,388
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
248,089
|
|
|
|
237,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
373,878
|
|
|
|
374,145
|
|
|
|
|
|
|
|
|
See accompanying notes to interim unaudited consolidated financial statements.
4
EMS Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
October 2
|
|
|
October 3
|
|
|
|
2010
|
|
|
2009
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
7,930
|
|
|
|
5,498
|
|
Adjustments to reconcile net earnings to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
14,434
|
|
|
|
15,050
|
|
Deferred income taxes
|
|
|
(959
|
)
|
|
|
(2,865
|
)
|
Loss on sale of assets
|
|
|
|
|
|
|
68
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
709
|
|
Stock-based compensation expense
|
|
|
1,425
|
|
|
|
1,662
|
|
Change in fair value of contingent consideration liability
|
|
|
304
|
|
|
|
1,510
|
|
Payment 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
|
)
|
|
|
12,624
|
|
Costs and estimated earnings in excess of billings on long-term contracts
|
|
|
1,003
|
|
|
|
2,625
|
|
Billings in excess of costs and estimated earnings on long-term contracts
|
|
|
2,747
|
|
|
|
976
|
|
Inventories
|
|
|
(7,808
|
)
|
|
|
2,467
|
|
Accounts payable
|
|
|
(254
|
)
|
|
|
(1,479
|
)
|
Income taxes
|
|
|
555
|
|
|
|
(541
|
)
|
Accrued compensation and retirement costs
|
|
|
1,453
|
|
|
|
(2,433
|
)
|
Deferred revenue
|
|
|
2,556
|
|
|
|
151
|
|
Other
|
|
|
3,844
|
|
|
|
(3,062
|
)
|
|
|
|
|
|
|
|
Net cash provided by operating activities in continuing operations
|
|
|
21,739
|
|
|
|
32,960
|
|
Net cash used in operating activities in discontinued operations
|
|
|
(8,824
|
)
|
|
|
(484
|
)
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
12,915
|
|
|
|
32,476
|
|
|
|
|
|
|
|
|
Cash 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
|
|
|
|
58
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(6,869
|
)
|
|
|
(97,895
|
)
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Net borrowings under revolving credit facility
|
|
|
3,000
|
|
|
|
18,500
|
|
Repayment 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
|
|
|
|
620
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(4,063
|
)
|
|
|
17,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of changes in exchange rates on cash and cash equivalents
|
|
|
514
|
|
|
|
1,343
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
2,497
|
|
|
|
(46,293
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
47,174
|
|
|
|
86,979
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
49,671
|
|
|
|
40,686
|
|
|
|
|
|
|
|
|
See accompanying notes to interim unaudited consolidated financial statements.
5
EMS Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
October 2, 2010 and October 3, 2009
1. Basis of Presentation
EMS Technologies, Inc. (EMS) is a leading provider of wireless connectivity solutions over
satellite and terrestrial networks. EMS keeps people and systems connected, wherever they are on
land, at sea, in the air or in space. Serving the aeronautical, asset-tracking, defense, and
mobile computing industries, EMS products and services enable universal mobility, visibility and
intelligence.
The consolidated financial statements include the accounts of EMS Technologies, Inc. and its
subsidiaries, each of which is a wholly owned subsidiary of EMS (collectively, the Company). All
significant intercompany balances and transactions have been eliminated in consolidation. There
are no other entities controlled by the Company, either directly or indirectly. Certain
reclassifications have been made to the 2009 consolidated financial statements to conform to the
2010 presentation.
The accompanying unaudited consolidated financial statements included herein have been prepared in
accordance with U.S. generally accepted accounting principles (GAAP) for interim financial
statements and are based on the Securities and Exchange Commissions (SEC) Regulation S-X and its
instructions to Form 10-Q. They do not include all of the information and notes required by GAAP
for complete financial statements. In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments, consisting of normal recurring items,
necessary to present fairly the financial condition, results of operations and cash flows for the
interim periods presented. We have performed an evaluation of subsequent events through the date
the financial statements were issued. These interim consolidated financial statements should be
read in conjunction with the financial statements and related notes included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2009.
Managements Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make a
number of estimates and assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities as of the balance sheet date and reporting of
revenue and expenses during the period. Actual future results could differ materially from those
estimates.
Recently Adopted Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued guidance amending and
clarifying requirements for fair value measurements and disclosures in the FASB issued Accounting
Standards Update (ASU) 2010-06,
Improving Disclosures About Fair Value Measurements
. The new
guidance requires disclosure of transfers in and out of Level 1 and Level 2 and a reconciliation of
all activity in Level 3. The guidance also requires detailed disaggregation disclosure for each
class of assets and liabilities in all levels, and disclosures about inputs and valuation
techniques for Level 2 and Level 3. The guidance was effective for the Company in the first quarter
of 2010 and the disclosure reconciliation of all activity in Level 3 is effective for the Company
in the first quarter of 2011. The adoption of ASU 2010-06 did not have a material impact on the
Companys consolidated financial statements.
Recently Issued Pronouncements Not Yet Adopted
In October 2009 the FASB issued two accounting standards updates that could result in revenue being
recognized earlier in certain revenue arrangements with multiple deliverables. Both updates are
effective for the Company in the first quarter of 2011. Early adoption is permitted. If the
Company adopts this standard in a period other than the beginning of its fiscal year, the Company
will be required to apply this standard retrospectively to the beginning of its fiscal year, and
disclose certain financial information as revised for all interim periods previously reported in
the fiscal year adopted. The Company is evaluating when to adopt the updates and the effect the
adoption will have on its consolidated financial statements.
6
ASU 2009-13,
Revenue Recognition Multiple-Deliverable Revenue Arrangements,
amends the accounting
for revenue arrangements with multiple deliverables. Among other things, ASU 2009-13:
|
|
|
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.
|
ASU 2009-14,
Software Certain Revenue Arrangements That Include Software Elements
, amends the
guidance for revenue arrangements that contain tangible products and software elements. ASU
2009-14 redefines the scope of arrangements that fall within software revenue recognition guidance
by specifically excluding tangible products that contain software components that function together
to deliver the essential functionality of the tangible product.
Under current guidance, products that contain software that is more than incidental to the product
as a whole fall within the scope of software revenue recognition guidance, which requires, among
other things, the existence of vendor-specific objective evidence of fair value of all undelivered
items to allow a delivered item to be treated as a separate unit of accounting. Such tangible
products excluded from the requirements of software revenue recognition requirements under ASU
2009-14 would follow the revenue recognition requirements for other revenue arrangements, including
the new requirements for multiple-deliverable arrangements contained in ASU 2009-13.
In April 2010, the FASB issued ASU 2010-17,
Milestone Method of Revenue Recognition,
which provides
guidance on defining a milestone and determining when it may be appropriate to apply the milestone
method of revenue recognition for research and development arrangements in which one or more
payments are contingent upon achieving uncertain future events or circumstances. This update is
effective for the Company in the first quarter of 2011. Early adoption is permitted. If the
Company adopts this standard in a period other than the beginning of its fiscal year, the Company
will be required to apply this standard retrospectively to the beginning of its fiscal year, and
disclose certain financial information as revised for all interim periods previously reported in
the fiscal year adopted. The Company is evaluating when to adopt the updates and the effect, if
any, the adoption will have on its consolidated financial statements.
In July 2010, the FASB issued ASU 2010-20,
Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses
. ASU 2010-20 requires a greater level of
disaggregation in disclosures relating to the credit quality of financing receivables and the
allowance for doubtful accounts, and also requires enhanced disclosures around nonaccrual and past
due financing receivables, impaired loans and loan modifications. The provisions of this ASU are
effective for the Company for the annual reporting period ending December 31, 2010. Except for the
expanded disclosure requirements, the adoption of this ASU is not expected to have a material
impact on the Companys consolidated financial statements.
2. Business Combinations
During the nine months ended October 3, 2009, the Company completed the acquisitions of two
businesses that expanded its technology base. The Company completed the acquisition of all of the
equity interest in Formation, Inc. (Formation), of Moorestown, New Jersey, and Satamatics Global
Limited (Satamatics), of Tewkesbury, UK, on
January 9, 2009 and February
13, 2009,
respectively.
The Company was required to adopt Statement of Financial Accounting Standards (SFAS) No. 141(R),
Business Combinations
, which is included in FASB Accounting Standards Codification
TM
(ASC) Topic 805
, Business Combinations
, effective January
1, 2009,
and these acquisitions
were reflected in the consolidated financial statements in accordance with these revised standards.
7
The aggregate cash purchase price for these two entities was approximately $90.7 million. In
addition, one of the purchase agreements included a contingent consideration arrangement of up to
$15 million. The final payment
amount under the contingent consideration arrangement has been determined to be $14.0 million, of
which $7.2 million was paid in the second quarter of 2010. The remaining $6.8 million is due
December 31, 2010. Of the $7.2 million paid in the second quarter of 2010, $6.0 million is
reflected in the financing activities section of the consolidated statement of cash flows since
that amount was included in the estimated fair value of the contingent consideration liability as
of the acquisition date. The remaining $1.2 million, which is reflected as an acquisition-related
charge in the consolidated statement of operations since the acquisition date, is reflected as an
operating activity in the consolidated statement of cash flows. In
the third quarter 2010, $4.8 million of cash that had been previously
distributed into an escrow account for the purchase of these two businesses was released to the
sellers.
For the acquired companies, the results for the three and nine months ended October 2, 2010
included net sales of $9.9 million and $36.0 million, respectively, and a loss before income taxes
from continuing operations of $2.2 million and $2.6 million, respectively. The results for the
three and nine months ended October 3, 2009 included net sales of $13.3 million and $44.9 million,
and a loss before income taxes from continuing operations of $1.6 million and $0.5 million
respectively. During the nine months ended October 3, 2009, the Company recognized net
acquisition-related charges of $5.3 million. These net charges were principally a result of the
adoption of SFAS No. 141(R), including transaction costs, accretion of the contingent consideration
arrangement liability, and a net charge related to an increase in the contingent consideration
liability. The Company recognized a credit of $0.2 million in acquisition-related items in the
three months ended October 3, 2009, mainly due to a decrease in the estimated fair value of the
contingent consideration liability, reflecting a change in the expected probability of paying the
projected amounts, net of accretion. The nine months ended October 3, 2009 also included a $1.4
million foreign exchange loss related to the funding of one of the acquisitions, which was required
to be paid in British pounds sterling. The loss resulted from changes in foreign currency exchange
rates from the date the Company funded the transaction to the date the acquisition was completed.
3. Goodwill and Other Intangible Assets
The following table presents the changes in the carrying amount of goodwill by reportable operating
segment during the nine months ended October 2, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global
|
|
|
|
|
|
|
|
|
|
Aviation
|
|
|
Tracking
|
|
|
LXE
|
|
|
Total
|
|
Balance as of December 31, 2009
|
|
$
|
35,108
|
|
|
|
23,429
|
|
|
|
1,799
|
|
|
|
60,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment
|
|
|
|
|
|
|
|
|
|
|
140
|
|
|
|
140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 2, 2010
|
|
$
|
35,108
|
|
|
|
23,429
|
|
|
|
1,939
|
|
|
|
60,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company had $20.2 million of accumulated impairment losses recorded on LXEs goodwill as of
October 2, 2010.
The following table presents the gross carrying amounts and accumulated amortization, in total and
by major intangible asset class, for the Companys intangible assets subject to amortization as of
October 2, 2010 and December 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of October 2, 2010
|
|
|
|
Gross
|
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
|
$
|
41,039
|
|
|
|
17,514
|
|
|
|
23,525
|
|
Customer relationships
|
|
|
19,167
|
|
|
|
4,224
|
|
|
|
14,943
|
|
Trade names and
trademarks
|
|
|
6,269
|
|
|
|
1,744
|
|
|
|
4,525
|
|
Other
|
|
|
2,428
|
|
|
|
1,917
|
|
|
|
511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
68,903
|
|
|
|
25,399
|
|
|
|
43,504
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
|
|
|
|
Gross
|
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
|
$
|
40,385
|
|
|
|
13,460
|
|
|
|
26,925
|
|
Customer relationships
|
|
|
19,052
|
|
|
|
2,493
|
|
|
|
16,559
|
|
Trade names and trademarks
|
|
|
6,208
|
|
|
|
1,052
|
|
|
|
5,156
|
|
Other
|
|
|
2,428
|
|
|
|
1,812
|
|
|
|
616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
68,073
|
|
|
|
18,817
|
|
|
|
49,256
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense related to these intangible assets for the three months and nine months ended
October 2, 2010 was $2.0 million and $6.1 million, respectively, and for the three months and nine
months ended October 3, 2009 was $2.1 million and $7.3 million, respectively. Expected
amortization expense for the remainder of 2010 and for each of the five succeeding years is as
follows: 2010 $1.9 million, 2011 $7.7 million, 2012 $7.9 million, 2013 $7.3 million, 2014
- $3.8 million and 2015 $3.6 million.
As of October 2, 2010, we had approximately $60.5 million of goodwill and $43.5 million of other
intangible assets on our consolidated balance sheet, collectively representing approximately 28% of
our total assets. We test goodwill for impairment on an annual basis in the fourth quarter of the
year. We are also required to test goodwill and other long-lived assets on an interim basis if an
event occurs or circumstances change which indicate that an asset might be impaired. A significant
amount of judgment is involved in determining if an indicator of impairment has occurred. Such
indicators may include a sustained, significant decline in our share price and market
capitalization, a decline in expected future cash flows for one or more of our business units
(including our recently acquired businesses), a significant adverse change in legal factors or in
the business climate, unanticipated competition and/or slower-than-expected growth rates, among
others. If we are required to recognize an impairment loss related to goodwill or long-lived
assets, the related charge, although a noncash charge, could materially reduce reported earnings or
result in a loss for the period in which the impairment loss is recognized.
4. Fair Value Measurements
The Company measures financial and non-financial assets and liabilities in accordance with ASC
Topic 820,
Fair Value Measurements and Disclosures
. This guidance states that fair value is an
exit price, representing the amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants. As such, fair value is a
market-based measurement that should be determined based on assumptions that market participants
would use in pricing an asset or liability. As a basis for considering such assumptions, this
guidance establishes a three-tier fair-value hierarchy, which prioritizes the inputs used in
measuring fair value as follows:
|
|
|
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.
|
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable and
accrued expenses approximate their fair values because of the short-term maturity of these
instruments.
9
The Company uses derivative financial instruments, primarily in the form of foreign currency
forward contracts, in order to mitigate the risks associated with currency fluctuations on future
fair values of foreign denominated assets and liabilities. The fair values of foreign currency
contracts of $336,000 net asset at October 2, 2010 and $39,000 net asset at December 31, 2009 are
based on quoted market prices for similar instruments using the income approach (a level 2 input
per the provisions of ASC Topic 820) and are recorded in other current assets and other current
liabilities, respectively, in the consolidated balance sheets. Gains and losses related to these
forward contracts are included in foreign exchange gain (loss), net, in the consolidated statements
of operations.
The Company has two fixed-rate mortgages and has borrowings under its revolving credit facility.
One mortgage has an 8.0% interest rate and a carrying amount as of October 2, 2010 and December 31,
2009 of $5.8 million and $6.4 million, respectively. The other mortgage has a 7.1% interest rate
and a carrying amount as of October 2, 2010 and December 31, 2009 of $2.4 million and $2.9 million,
respectively. The Companys outstanding borrowings under its revolving credit facility were $21.5
million and $18.5 million as of October 2, 2010 and December 31, 2009, respectively. The estimated
fair value of the Companys total debt was $29.4 million at October 2, 2010 and is based on quoted
market prices for similar instruments (a level 2 input).
Management believes that these assets and liabilities can be liquidated without restriction.
5. Interim Segment Disclosures
The Company is organized into four reportable operating segments: Aviation, LXE, Defense & Space
and Global Tracking. The Company determines operating segments in accordance with the Companys
internal management structure, which is organized based on products and services that share
distinct operating characteristics. Each segment is separately managed and is evaluated primarily
upon operating income and earnings before interest, taxes, depreciation and amortization
(EBITDA).
The Aviation segment 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 satellite and air-to-ground links. This segment also
designs equipment to process data on board aircraft, including rugged data storage, cabin-wireless
connectivity, and air-to-ground connectivity equipment.
The LXE segment manufactures mobile terminals and wireless data collection equipment for logistics
management systems. 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; and direct sales to original equipment
manufacturers (OEM).
The Defense & Space segment manufactures custom-designed, highly engineered subsystems for defense
electronics and satellite applications. These applications include products from military
communications, radar, surveillance and countermeasures to high-definition television, satellite
radio, and live TV for commercial airlines. Orders typically involve development and production
schedules that can extend a year or more.
The Global Tracking segment 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.
Prior to 2010, the Company operated under three reportable operating segments: Communications &
Tracking, D&S and LXE. The Aviation and Global Tracking segments were previously included in our
Communications & Tracking segment. The Companys historical financial data has been recast in this
Quarterly Report on Form 10-Q to conform to its 2010 segment presentation.
10
Following is a summary of the Companys interim segment data (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
October 2
|
|
|
October 3
|
|
|
October 2
|
|
|
October 3
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviation
|
|
$
|
24,161
|
|
|
|
25,669
|
|
|
$
|
75,685
|
|
|
|
93,589
|
|
LXE
|
|
|
35,613
|
|
|
|
26,237
|
|
|
|
102,551
|
|
|
|
79,988
|
|
Defense & Space
|
|
|
16,784
|
|
|
|
23,056
|
|
|
|
50,076
|
|
|
|
75,153
|
|
Global Tracking
|
|
|
9,399
|
|
|
|
10,769
|
|
|
|
29,785
|
|
|
|
26,217
|
|
Less intercompany sales
|
|
|
(234
|
)
|
|
|
|
|
|
|
(995
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Tracking external sales
|
|
|
9,165
|
|
|
|
10,769
|
|
|
|
28,790
|
|
|
|
26,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
85,723
|
|
|
|
85,731
|
|
|
$
|
257,102
|
|
|
|
274,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviation
|
|
$
|
1,479
|
|
|
|
(451
|
)
|
|
$
|
3,604
|
|
|
|
8,415
|
|
LXE
|
|
|
2,096
|
|
|
|
(1,348
|
)
|
|
|
5,065
|
|
|
|
(6,195
|
)
|
Defense & Space
|
|
|
1,655
|
|
|
|
2,140
|
|
|
|
4,267
|
|
|
|
7,333
|
|
Global Tracking
|
|
|
68
|
|
|
|
883
|
|
|
|
906
|
|
|
|
119
|
|
Corporate & Other
|
|
|
(1,030
|
)
|
|
|
1,342
|
|
|
|
(2,475
|
)
|
|
|
(5,693
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,268
|
|
|
|
2,566
|
|
|
$
|
11,367
|
|
|
|
3,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from
continuing operations
before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviation
|
|
$
|
1,382
|
|
|
|
(479
|
)
|
|
$
|
3,187
|
|
|
|
9,077
|
|
LXE
|
|
|
2,434
|
|
|
|
(1,213
|
)
|
|
|
5,267
|
|
|
|
(6,373
|
)
|
Defense & Space
|
|
|
1,660
|
|
|
|
2,218
|
|
|
|
4,276
|
|
|
|
7,411
|
|
Global Tracking
|
|
|
(80
|
)
|
|
|
647
|
|
|
|
855
|
|
|
|
478
|
|
Corporate & Other
|
|
|
(1,517
|
)
|
|
|
704
|
|
|
|
(3,794
|
)
|
|
|
(8,658
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,879
|
|
|
|
1,877
|
|
|
$
|
9,791
|
|
|
|
1,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The results before income taxes for Corporate & Other for the first nine months of 2009 includes
$5.3 million of acquisition-related charges, (which includes a $1.4 million foreign exchange loss related to the
funding of the Satamatics acquisition) and other expenses that are not allocated to operating
segments in the financial data reviewed by the chief operating decision maker.
11
|
|
|
|
|
|
|
|
|
|
|
October 2
|
|
|
December 31
|
|
|
|
2010
|
|
|
2009
|
|
Assets:
|
|
|
|
|
|
|
|
|
Aviation
|
|
$
|
146,994
|
|
|
|
144,483
|
|
LXE
|
|
|
80,101
|
|
|
|
71,632
|
|
Defense & Space
|
|
|
47,725
|
|
|
|
53,883
|
|
Global Tracking
|
|
|
79,551
|
|
|
|
75,922
|
|
Corporate & Other
|
|
|
19,507
|
|
|
|
28,225
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
373,878
|
|
|
|
374,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concentration of net assets by geographic
region:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
69,166
|
|
|
|
72,826
|
|
Canada
|
|
|
67,577
|
|
|
|
62,239
|
|
Europe
|
|
|
103,223
|
|
|
|
97,216
|
|
Other
|
|
|
8,123
|
|
|
|
4,810
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
248,089
|
|
|
|
237,091
|
|
|
|
|
|
|
|
|
Sales to no individual customer exceeded 10% of our net sales during the three and nine months
ended October 2, 2010, or October 3, 2009.
6. Earnings Per Share
Following is a reconciliation of the denominators for basic and diluted earnings per share
calculations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
October 2
|
|
|
October 3
|
|
|
October 2
|
|
|
October 3
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Basic weighted-average number of common shares outstanding
|
|
|
15,197
|
|
|
|
15,175
|
|
|
|
15,189
|
|
|
|
15,161
|
|
Dilutive potential shares using the treasury share method
|
|
|
54
|
|
|
|
83
|
|
|
|
40
|
|
|
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average number of common shares outstanding
|
|
|
15,251
|
|
|
|
15,258
|
|
|
|
15,229
|
|
|
|
15,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares 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
7. Comprehensive Income
Following is a summary of comprehensive income (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
October 2
|
|
|
October 3
|
|
|
October 2
|
|
|
October 3
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
3,471
|
|
|
|
5,280
|
|
|
|
7,930
|
|
|
|
5,498
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation adjustment
|
|
|
4,932
|
|
|
|
5,922
|
|
|
|
1,687
|
|
|
|
8,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,403
|
|
|
|
11,202
|
|
|
|
9,617
|
|
|
|
14,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Inventories
Inventories as of October 2, 2010 and December 31, 2009 include the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
October 2
|
|
|
December 31
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Parts and materials
|
|
$
|
29,493
|
|
|
|
25,221
|
|
Work-in-process
|
|
|
6,406
|
|
|
|
5,142
|
|
Finished goods
|
|
|
12,880
|
|
|
|
10,292
|
|
|
|
|
|
|
|
|
|
|
$
|
48,779
|
|
|
|
40,655
|
|
|
|
|
|
|
|
|
Costs included in inventories related to long-term programs or contracts are primarily for
materials and work performed on programs that are awaiting funding, or on contracts not yet
finalized. Such costs were $2.1 million at October 2, 2010, and $1.1 million at December 31, 2009.
9. Revolving Credit Facility
As of October 2, 2010, the Company had $21.5 million of borrowings outstanding under its revolving
credit facility.
The Company has $2.1 million of standby letters of credit to satisfy performance guarantee
requirements under certain customer contracts. While these obligations are not normally called,
they could be called by the beneficiaries at any time before the expiration date should the Company
fail to meet certain contractual requirements. After deducting outstanding letters of credit, at
October 2, 2010 the Company had $38.5 million available for borrowing in the U.S. and $12.9 million
available for borrowing in Canada under the revolving credit agreement.
10. Warranty Liability
The Company provides a limited warranty for a variety of its products. The specific terms and
conditions of the warranties vary depending upon the specific products and markets. The Company
records a liability at the time of sale for the estimated costs to be incurred under warranties,
which is included in other current liabilities on the consolidated balance sheets. The amount of
this liability is based upon historical, as well as expected, experience.
13
The warranty liability is periodically reviewed for adequacy and adjusted as necessary. Following
is a summary of
the activity for the periods presented related to the Companys liability for limited warranties
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
October 2
|
|
|
October 3
|
|
|
October 2
|
|
|
October 3
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Balance at beginning of the period
|
|
$
|
4,524
|
|
|
|
3,796
|
|
|
|
4,085
|
|
|
|
2,789
|
|
Additions at dates of acquisition for
businesses acquired during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
516
|
|
Accruals for warranties issued during the period
|
|
|
831
|
|
|
|
734
|
|
|
|
2,887
|
|
|
|
2,987
|
|
Settlements 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
The Company has granted nonvested restricted stock and nonqualified stock options to key employees
and directors under several stock award plans. The Company granted stock awards with an aggregate
fair value of approximately $2.6 million during the first nine months of 2010, and $2.5 million
during the first nine months of 2009. The Company recognized expense in the third quarter and
first nine months of $0.5 million and $1.4 million in 2010, and $0.6 million and $1.7 million in
2009, respectively, before income tax benefits for all the Companys stock plans.
12. Income Taxes
The Companys effective income tax rate is generally less than the amounts computed by applying the
U.S. federal income tax rate of 34% due to a portion of earnings being earned in Canada, where the
Companys effective rate is much lower than the rate in the U.S. due to research-related tax
benefits. In the three and nine months ended October 2, 2010, the rate was impacted by tax
benefits for certain loss jurisdictions that have not been recognized. In the three and nine
months ended October 3, 2009, the Company recognized a benefit of $1.9 million for its prior-year
research and development credits in the U.S. after completion of an Internal Revenue Service
examination. Furthermore, a benefit of $2.2 million and $2.4 million was recognized in the third
quarter and first nine months of 2009, respectively, related to the year-to-date loss before income
taxes in certain jurisdictions since a loss had been projected for the full year in those
jurisdictions. Of this benefit, $0.4 million was allocated to discontinued operations.
The Company is under audit in Canada at the federal level for the years 2008 and 2009. The Company
expects the audits to be completed in the next twelve months. Any related unrecognized tax
benefits could be adjusted based on the results of the audits. The Company cannot estimate the
range of the change that is reasonably possible at this time.
13. Discontinued Operations
Prior to 2009, the Company disposed of its S&T/Montreal, SatNet, and EMS Wireless divisions. The
sales agreements for each of these disposals contained standard indemnification provisions for
various contingencies that could not be resolved before the dates of closing and for various
representations and warranties provided by the Company and the purchasers. The purchaser of EMS
Wireless asserted claims under such representations and warranties. The parties agreed to
arbitration, which commenced in the third quarter of 2009. In March of 2010, the Company received
an interim decision from the arbitrator on these claims awarding the purchaser a total of
approximately $9.2 million under the warranty provisions of the purchase agreement. As a result,
the Company accrued a liability for the award costs, based on the interim decision, in discontinued
operations in the fourth quarter of 2009. On April 30, 2010, the arbitrator issued the final
decision awarding the purchaser of the Companys former EMS Wireless division $8.6 million. Based
on this final award, the Company reduced its estimated liability by $0.6 million in the first
quarter of 2010. This favorable adjustment in discontinued operations in the three months ended
April 3, 2010 was offset by additional charges related to estimated contingent liabilities
associated with other divisions disposed of prior to 2009.
14
In conjunction with the sale of S&T/Montreal in 2005, an existing contractual requirement for the
Company to post approximately $3 million to secure in-orbit incentive performance of the Radarsat-2
payload was eliminated, but the Company continues to warrant that amount in the event of specified
in-orbit payload failures. Based upon the available information, management believes that the
outcome for this particular contingency is not probable and cannot be estimated. As a result, the
Company has not incurred any costs to date, and has not recorded a liability as of October 2, 2010,
with respect to this contingency. The Company incurred no additional costs related to this
disposition through the third quarter of 2010.
The Company has an agreement with the purchaser of the former S&T/Montreal division to acquire a
license for $8 million in payments over a seven-year period, beginning in December 2008, for the
rights to a certain satellite territory. The Company and the purchaser have a corresponding
sublicense agreement that granted the territory rights back to the purchaser, under which the
Company is to receive a portion of the satellite service revenues from the specific market
territory over the same period. The purchaser had previously guaranteed that the revenues derived
under the sublicense would equal or exceed the acquisition cost of the license. As part of the
agreement to sell the net assets of S&T/Montreal, the Company released the purchaser from this
guarantee. Without the guarantee, the Company estimates that its portion of the satellite service
revenues will be less than the acquisition cost, and the Company has accordingly reflected a
liability for the net cost in its consolidated balance sheet. As of October 2, 2010, no payments
have been made by the Company under this license agreement. The satellite service revenues from the
specific market territory included under the sublicense agreement are considerably lower than
expected. The Company believes that sufficient efforts are not being made by the purchaser of the
former S&T/Montreal division to market this satellite service. The parties are finalizing a
settlement under these agreements. The Company believes that the net liability recorded in its
consolidated balance sheet is its best estimate of the settlement amount. If a settlement is
reached, it is expected to be paid in the following twelve months, and therefore the net liability
is recorded as a current liability in the Companys consolidated balance sheet as of October 2,
2010.
14. Repurchases of Common Shares
On July 29, 2008, the Companys Board of Directors authorized a stock repurchase program for up to
$20 million of the Companys common shares. As of October 2, 2010, the Company had repurchased
495,000 common shares for approximately $10.1 million. Further repurchases are no longer permitted
under the terms of the Companys principal credit agreements. There were no repurchases of common
shares under this program during the nine months ended October 2, 2010.
15. Litigation
The Company is involved in various claims and legal actions arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these matters will not have a
material adverse effect on the Companys consolidated financial position, results of operations or
cash flows.
15
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial
statements and related notes included in Item 1 of Part 1 of this Quarterly Report and the audited
consolidated financial statements and notes and Managements Discussion and Analysis of Financial
Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended
December 31, 2009.
We are a leading provider of wireless connectivity solutions over satellite and terrestrial
networks. We keep people and systems connected, wherever they are on land, at sea, in the air or
in space. Serving the aeronautical, asset-tracking, defense, and mobile computing industries, our
products and services enable universal mobility, visibility and intelligence. Our operations
include the following four reportable operating segments:
|
|
|
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.
|
Following is a summary of significant factors affecting or related to our results of operations for
the three months and nine months ended October 2, 2010:
|
|
|
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
Results of Operations
The following table sets forth items from the consolidated statements of operations as reported and
as a percentage of net sales (or product net sales and service net sales for product cost of sales
and service cost of sales, respectively) for each period (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
October 2
|
|
|
October 3
|
|
|
October 2
|
|
|
October 3
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Product 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
|
|
|
|
23.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
85,723
|
|
|
|
100.0
|
|
|
|
85,731
|
|
|
|
100.0
|
|
|
|
257,102
|
|
|
|
100.0
|
|
|
|
274,947
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product cost of sales
|
|
|
47,098
|
|
|
|
67.4
|
|
|
|
46,892
|
|
|
|
71.3
|
|
|
|
140,664
|
|
|
|
67.0
|
|
|
|
141,014
|
|
|
|
67.0
|
|
Service cost of sales
|
|
|
7,463
|
|
|
|
47.2
|
|
|
|
10,843
|
|
|
|
54.3
|
|
|
|
23,299
|
|
|
|
49.4
|
|
|
|
45,391
|
|
|
|
70.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
54,561
|
|
|
|
63.6
|
|
|
|
57,735
|
|
|
|
67.4
|
|
|
|
163,963
|
|
|
|
63.9
|
|
|
|
186,405
|
|
|
|
67.8
|
|
Selling, general and administrative
expenses
|
|
|
21,996
|
|
|
|
25.7
|
|
|
|
20,496
|
|
|
|
23.9
|
|
|
|
65,797
|
|
|
|
25.6
|
|
|
|
65,468
|
|
|
|
23.8
|
|
Research and development expenses
|
|
|
4,898
|
|
|
|
5.7
|
|
|
|
5,149
|
|
|
|
6.0
|
|
|
|
15,028
|
|
|
|
5.8
|
|
|
|
13,788
|
|
|
|
5.0
|
|
Impairment loss on goodwill related
charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
384
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
Acquisition-related items
|
|
|
|
|
|
|
|
|
|
|
(215
|
)
|
|
|
(0.3
|
)
|
|
|
563
|
|
|
|
0.2
|
|
|
|
5,307
|
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4,268
|
|
|
|
5.0
|
|
|
|
2,566
|
|
|
|
3.0
|
|
|
|
11,367
|
|
|
|
4.4
|
|
|
|
3,979
|
|
|
|
1.5
|
|
Interest income
|
|
|
60
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
341
|
|
|
|
0.2
|
|
|
|
179
|
|
|
|
0.1
|
|
Interest 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
|
|
|
|
0.7
|
|
Income tax (expense) benefit
|
|
|
(408
|
)
|
|
|
(0.5
|
)
|
|
|
4,112
|
|
|
|
4.8
|
|
|
|
(1,861
|
)
|
|
|
(0.7
|
)
|
|
|
4,272
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
|
|
|
3,471
|
|
|
|
4.0
|
|
|
|
5,989
|
|
|
|
7.0
|
|
|
|
7,930
|
|
|
|
3.1
|
|
|
|
6,207
|
|
|
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss 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:
Net sales of $85.7 million in the third quarter of 2010 were the same level as the net sales in
2009. Higher net sales from our LXE segment were offset by lower net sales from our D&S, Aviation
and Global Tracking segments. LXEs net sales in the third quarter of 2010 were $9.4 million
higher than in the same period in 2009, an increase of 35.7%, driven primarily by higher product
shipments in the Americas market. LXEs product sales were also higher, but to a lesser extent, in
the International market, and from a new source of revenue from direct sales to OEMs. Net sales
were lower at D&S mainly due to the conclusion of work performed on a significant military
communications research project in the fourth quarter of 2009, and therefore not included in the
2010 results. Net sales were lower at Aviation primarily due to a lower volume of shipments of
air-to-ground in-cabin connectivity products into the air transport market due to a change in the
airlines rollout schedule of connectivity, partially offset by an increase in Inmarsat
high-speed-data and antenna product shipments to the military market. The decrease in net sales at
Global Tracking was primarily a result of the completion of a significant emergency management
project in the third quarter of 2009 that triggered revenue recognition in that period, partially
offset by an increase in airtime revenue from a higher number of terminals in use from our
asset-tracking product lines.
Product net sales of $69.9 million in the third quarter of 2010 were 6.3% higher than product net
sales in the third quarter of 2009. These higher product net sales were primarily due to a higher
volume of terminals shipped by LXE, partially offset by lower product net sales at Aviation, Global
Tracking and D&S. The lower product net sales at Aviation were mainly due to a lower volume of
shipments of air-to-ground connectivity products. The lower product net sales at Global Tracking
were primarily due to the timing of revenue recognized on emergency management projects as
described above. The lower sales level at D&S was mainly due to the timing of revenue recognized
on long-term contracts. Service net sales of $15.8 million in the third quarter of 2010 were 20.8%
lower than service net sales in the same period in 2009, mainly due to the conclusion of
significant work performed on a military communications research project by D&S partially offset by
an increase in airtime revenue at Global Tracking generated from our asset-tracking product line
acquired during the first quarter of 2009. As a result, product net sales comprised a higher
percentage of total net sales in the third quarter of 2010 compared with the third quarter of 2009.
17
Overall cost of sales as a percentage of consolidated net sales was lower in the third quarter of
2010 compared with the same period of 2009 due to lower cost-of-sales percentages reported by each
of our four reportable operating segments and a higher percentage of net sales generated from our
LXE segment, which has a lower cost-of-sales percentage than the consolidated group. Product cost
of sales and service cost of sales as a percentage of their respective net sales were lower in the
third quarter of 2010 compared with the same period in 2009. The product cost-of-sales percentage
was lower in all four of our segments due to a more favorable product mix, cost reduction efforts
targeted at reducing product costs at Aviation and Global Tracking, a higher production volume at
LXE, and improved program execution at D&S. The decrease in the service cost-of-sales percentage
was mainly due to a lower proportion of service revenues generated from our D&S segment, which has
a higher service cost-of-sales percentage than our other three reportable operating segments.
Selling, general and administrative expenses were $1.5 million higher in the third quarter of 2010
compared with the same period in 2009 mainly due to additional marketing and selling costs related
to the higher sales at LXE which has a higher commission structure than our other operating
segments, higher incentive compensation costs due to the improved performance projected for the
Company in 2010 as compared with 2009, and an increase in outside service expense mainly for tax
related services.
Research and development expenditures were slightly lower in the third quarter of 2010 compared
with the third quarter of 2009. Expenditures during the third quarter 2010 were higher than the
third quarter in 2009 from the development of new product offerings in 2010. However, a higher
proportion of these expenditures were recoverable in the third quarter of 2010 compared with the
same period in 2009 from the Canadian government and certain commercial contracts.
We recognized income tax expense of $0.4 million in the third quarter of 2010 equal to 11% of
earnings from continuing operations before income taxes. The Companys effective income tax rate is
generally less than the amounts computed by applying the U.S. federal income tax rate of 34% due to
a portion of earnings being earned in Canada, where the Companys effective rate is much lower than
the rate in the U.S. due to research-related tax benefits. In the three months ended October 2,
2010, the rate was higher than it otherwise would have been since tax benefits for certain loss
jurisdictions have not been recognized. We recognized an income tax benefit of $4.1 million in the
third quarter of 2009. During the quarter we recognized a benefit of $1.9 million for prior-year
R&D credits in the U.S. after completion of an Internal Revenue Service examination. Furthermore,
a benefit of $2.2 million was recognized related to the year-to-date losses before income taxes in
certain jurisdictions in which losses had been projected for the full year. The effective rate in
2010 was also higher than 2009 since the earnings in Canada in 2010 are expected to be subject to
higher rates due to provincial taxes, and the rate used for U.S. taxable income is higher since
certain key provisions of the U.S. tax law, including the research and development credit, have not
been extended to be in effect for 2010 as of the end of the third quarter. If these provisions are
extended, our effective tax rate will be lower than the year-to-date rate for the remainder of
2010. However, we can make no assurances that these provisions will be extended to be in effect for
2010.
Nine Months ended October 2, 2010 and October 3, 2009:
Net sales of $257.1 million in the first nine months of 2010 were 6.5% lower than the $274.9
million in the same period in 2009. Lower net sales from our D&S and Aviation segments were
partially offset by higher net sales from our LXE and Global Tracking segments. Net sales were
lower at D&S mainly due to the conclusion of work performed on a significant military
communications research project in the fourth quarter of 2009, and therefore not included in the
2010 results. Net sales were lower at Aviation primarily due to a lower volume of shipments of connectivity
products and Inmarsat high-speed-data and antenna products reflecting the slow-down in the Aviation
commercial business since the third quarter of 2009. LXEs net sales in the first nine months of
2010 were $22.6 million higher than in the same period in 2009, an increase of 28.2%, mainly due to
higher product shipments in the Americas market. LXEs product sales were also higher, but to a
lesser extent, in the International market, and from a new source of revenue from direct sales to
OEMs. The increase in net sales at Global Tracking was primarily a result of the timing of the
acquisition of our asset-tracking product line February 2009 and additional airtime revenues.
18
Product net sales of $209.9 million in the first nine months of 2010 were relatively unchanged from
the same period in 2009. A higher volume of terminals shipped by LXE, and the additional product
net sales generated from our asset-tracking product lines acquired in February 2009, were offset by
lower product net sales at Aviation and D&S. The lower product net sales at Aviation were mainly
due to a lower volume of shipments of our connectivity products and Inmarsat high-speed-data and
antenna products to the commercial markets. The lower product net sales at D&S were mainly due to
the timing of revenue recognized on long-term contracts. Service net sales of $47.2 million in the
first nine months of 2010 were 26.8% lower than service net sales in the same period in 2009,
mainly due to the conclusion of significant work performed on a military communications research
project by D&S partially offset by an increase in airtime revenue at Global Tracking and Aviation
generated from our new lines of business acquired during the first quarter of 2009. As a result,
product net sales comprised a higher percentage of total net sales in the first nine months of 2010
compared with the first nine months of 2009.
Overall cost of sales as a percentage of consolidated net sales was lower in the first nine months
of 2010 compared with the same period of 2009 due to lower cost-of-sales percentages reported by
three of our four reportable operating segments and a higher percentage of net sales generated from
our LXE and Global Tracking segments which have lower cost-of-sales percentages than our other two
segments. Product cost of sales and service cost of sales as a percentage of their respective net
sales were lower in the first nine months of 2010 compared with the same period in 2009. Product
cost of sales was lower in three of our four segments due to a more favorable product mix, and cost
reduction efforts targeted at reducing product costs at Aviation and Global Tracking, a higher
production volume at LXE, and improved program execution at D&S. The lower service cost-of-sales
percentage was mainly due to a lower proportion of service revenues generated from our D&S segment,
which has a higher service cost-of-sales percentage than our other three reportable operating
segments.
Selling, general and administrative expenses as a percentage of consolidated net sales increased
for the first nine months of 2010 compared with the first nine months in 2009. Actual expenses were
only $0.3 million higher in the first nine months of 2010 compared with the same period in 2009
mainly due to additional marketing and selling costs related to the higher sales at LXE which has a
higher commission structure than our other operating segments, additional costs related to the
acquired product lines, and higher incentive compensation costs due to the improved performance
projected for the Company in 2010 as compared with 2009. These increased costs were partially
offset by managements cost reduction efforts at our Aviation and D&S segments, and the net
favorable effect of changes in foreign currency exchange rates on our international operations. The
first nine months of 2009 also included higher severance charges of approximately $1.1 million.
Research and development expenses were $1.2 million higher in the first nine months of 2010 than in
the comparable period in 2009 mainly for the development of new product offerings, and the
expansion of our technology base in 2010. Research and development expenses also increased in the
first nine months of 2010 due to the unfavorable effects of changes in foreign currency exchange
rates on our Canadian operations. A higher proportion of these expenditures were recoverable in
the first nine months of 2010 compared with the same period in 2009 from the Canadian government
and certain commercial contracts which partially offset the higher research and development
expenditures.
Acquisition-related items included charges of $0.6 million in the first nine months of 2010. These
costs were primarily for professional fees related to acquired research and development tax credits
and an adjustment in the earn-out liability for changes in payments to be made for one of the
acquisitions completed in the first quarter of 2009. Acquisition-related charges were $5.3 million
in the first nine months of 2009. These costs were primarily related to professional fees for
legal, due-diligence, valuation, and integration services for the acquisition of our Formation and
Satamatics businesses (see Note 2 to the consolidated financial statements in this Quarterly Report
for additional information on these business acquisitions).
We recognized income tax expense of $1.9 million in the first nine months of 2010 equal to 19% of
earnings from continuing operations before income taxes. The Companys effective income tax rate is
generally less than the amounts computed by applying the U.S. federal income tax rate of 34% due to
a portion of earnings being earned in Canada, where the Companys effective rate is much lower than
the rate in the U.S. due to research-related tax benefits. In the nine months ended October 2,
2010, the rate was higher than it otherwise would have been since tax benefits for certain loss
jurisdictions have not been recognized. We recognized an income tax benefit of $4.3 million in the
first nine months of 2009. This benefit was primarily realized during the third quarter, an
explanation for which is included in the quarterly comparisons section of our managements
discussion and analysis section of this Quarterly Report. In addition, the effective rate in 2010
was higher than 2009 since the earnings in Canada in 2010 are expected to be subject to higher
rates due to provincial taxes and the rate used for U.S. taxable income is higher since certain key
provisions of the U.S. tax law, including the research and development credit, have not been
extended to be in effect for 2010 as of the end of the third quarter.
19
Segment Analysis
Our segment net sales, cost of sales as a percentage of respective segment net sales, segment
operating income (loss) and Adjusted EBITDA were as follows (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
Increase (Decrease)
|
|
|
|
October 2
|
|
|
October 3
|
|
|
October 2
|
|
|
October 3
|
|
|
Three
|
|
|
Nine
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Months
|
|
|
Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net 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
|
|
|
|
28.2
|
|
Defense & 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
|
)
|
|
|
13.6
|
|
Less intercompany sales
|
|
|
(234
|
)
|
|
|
|
|
|
|
(995
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Tracking external sales
|
|
|
9,165
|
|
|
|
10,769
|
|
|
|
28,790
|
|
|
|
26,217
|
|
|
|
(14.9
|
)
|
|
|
9.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
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
|
)
|
|
|
1.8
|
|
LXE
|
|
|
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
|
|
|
|
2
|
Defense & Space
|
|
|
1,655
|
|
|
|
2,140
|
|
|
|
4,267
|
|
|
|
7,333
|
|
|
|
(22.7
|
)
|
|
|
(41.8
|
)
|
Global Tracking
|
|
|
68
|
|
|
|
883
|
|
|
|
906
|
|
|
|
119
|
|
|
|
(92.3
|
)
|
|
|
661.3
|
|
Corporate & Other
|
|
|
(1,030
|
)
|
|
|
1,342
|
|
|
|
(2,475
|
)
|
|
|
(5,693
|
)
|
|
|
|
2
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,268
|
|
|
|
2,566
|
|
|
|
11,367
|
|
|
|
3,979
|
|
|
|
66.2
|
|
|
|
185.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviation
|
|
$
|
3,418
|
|
|
|
1,755
|
|
|
|
9,290
|
|
|
|
15,586
|
|
|
|
94.8
|
|
|
|
(40.4
|
)
|
LXE
|
|
|
3,229
|
|
|
|
(361
|
)
|
|
|
8,012
|
|
|
|
(3,348
|
)
|
|
|
|
2
|
|
|
|
2
|
Defense & Space
|
|
|
2,343
|
|
|
|
3,047
|
|
|
|
6,790
|
|
|
|
10,028
|
|
|
|
(23.1
|
)
|
|
|
(32.3
|
)
|
Global Tracking
|
|
|
863
|
|
|
|
1,514
|
|
|
|
3,626
|
|
|
|
3,252
|
|
|
|
(43.0
|
)
|
|
|
11.5
|
|
Corporate & 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:
Net sales decreased by $1.5 million and $17.9 million in the third quarter and first nine
months of 2010, respectively, as compared with the same periods in 2009, mainly due to a lower
volume of shipments of Aviations air-to-ground connectivity products. Shipments were lower for
Aviations air-to-ground in-cabin connectivity products into the air transport market due to delays
in customer orders resulting from changes in the airlines rollout schedule of connectivity, and to
a transition to a new buying pattern by our customer to acquire inventory as needed to meet
scheduled installations instead of maintaining a stock of inventory of on-hand. The lower shipments
of air-to-ground connectivity products in the third quarter of 2010 compared with the same period
of 2009 were partially offset by an increase in Aviations Inmarsat high-speed-data terminal and
antenna products, mainly to the military market, indicating continued strength in the demand for
Aviation products in that market. The decrease in net sales in the first nine months of 2010 were
also due to a lower volume of shipment of Aviations Inmarsat high-speed-data terminal and antenna
products reflecting the slow-down in the
Aviation commercial business beginning in the third quarter of 2009.
20
Cost of sales as a percentage of net sales was lower in the third quarter 2010 as compared with the
third quarter of 2009 mainly due to a more favorable mix of Inmarsat products partially offset by
the unfavorable effect of changes in foreign currency exchange rates that affected our reported
international costs, and the negative impact of a net increase in estimated costs on long-term
projects in the third quarter of 2010. The cost-of-sales percentage was higher in the first nine
months of 2010 as compared with the same period of 2009 mainly due to a lower production volume
over which fixed costs were absorbed, the unfavorable effect of changes in foreign currency
exchange rates, and the negative impact of a net increase in estimated costs on long-term projects.
These increases in the cost-of-sales percentage were partially offset by lower amortization costs
of intangible assets and a more favorable mix of Inmarsat products in the first nine months of
2010.
Operating income increased by $1.9 million in the third quarter of 2010 compared with the third
quarter of 2009 due to a lower cost-of-sales percentage, and lower selling, general and
administrative and research and development expenses in the third quarter of 2010. These lower
selling, general and administrative expenses were mainly due to staff reductions made in the second
quarter of 2010, and from certain cost centers that supported the Aviation segment in 2009 that
began supporting Global Tracking in 2010. The lower research and development expenses were
primarily a result of additional funding received from the Canadian government under a program to
encourage technology development in areas such as satellite communications. Operating income
decreased by $4.8 million in the first nine months of 2010 compared with the same period in 2009
mainly as a result of lower net sales in 2010. Operating income as a percentage of net sales was
6.1% and a negative 1.8% in the third quarters of 2010 and 2009, respectively, and was 4.8% and
9.0% in the first nine months of 2010 and 2009, respectively.
Adjusted EBITDA increased by $1.7 million in the third quarter of 2010 compared with the same
period in 2009 mainly due to an increase in operating income in the third quarter of 2010.
Adjusted EBITDA decreased by $6.3 million in the first nine months of 2010 compared with the same
period in 2009 due to a decrease in operating income and an unfavorable swing in foreign currency
gains and losses.
LXE:
Net sales exceeded $35 million in both the second and third quarters of 2010, and were higher
than the net sales of each of the preceding five quarters, indicating a recovery in the North
American markets for our logistics business. Net sales were higher by $9.4 million in the third
quarter of 2010, and by $22.6 million in the first nine months of 2010 compared with the same
periods of 2009 mainly due to an increase in net sales in the Americas market, and to a lesser
extent in the International market in the third quarter and first nine months of 2010. The
increase in net sales in the Americas market resulted primarily from a higher volume of terminals
shipped in that market in response to a higher demand for rugged handheld computer products. The
increase in net sales in the International market was mainly due to a higher volume of terminals
shipped in that market partially offset by the unfavorable effect of changes in foreign currency
exchange rates on the reported net sales. Sales generated from handheld computer products
introduced in the fourth quarter of 2009 to the OEM market gained acceptance in certain service
industries in 2010 and represents $1.7 million, or 4.7%, and $6.1 million, or 5.9%, of net sales in
the third quarter and first nine months of 2010, respectively.
Cost of sales as a percentage of net sales was lower in the third quarter and first nine months of
2010 compared with the same periods in 2009 mainly due to managements cost reduction efforts, and
a higher production volume over which fixed costs were absorbed. Another factor impacting the cost
of sales as a percentage of net sales in the first nine months of 2010 was a $0.9 million reduction
in cost of sales for purchased items previously included in accounts payable that were determined
to no longer be liabilities. The effects of these reductions in cost of sales as a percentage of
net sales were partially offset by an unfavorable effect of changes in foreign currency exchange
rates that affected our reported International net sales in the first nine months of 2010. Revenues
are generally denominated in the local functional currency but product costs are denominated in the
U.S. dollar, which was stronger relative to the foreign currencies in the first nine months of 2010
compared with the same period in 2009.
21
LXEs operating income improved in each of the first three quarters of 2010 compared with the
previous quarter mainly due to the strength of the recovering North American markets. LXE
generated operating income of $2.1 million and $5.1 million in the third quarter and first nine
months of 2010 compared with operating losses of $1.3 million and $6.2 million in the third quarter
and the first nine months of 2009, respectively. These increases in operating income in 2010 were
mainly a result of the margin contributed by the higher net sales and more favorable cost-of-sales
percentages. These increases in operating income were partially offset by higher research and
development expenses reflecting the development of three new products to be released in early 2011
and higher selling, general and administrative expenses mainly due to increased commissions and
other selling expenses as a result of higher sales. These higher selling, general and
administrative expenses were partially offset by the favorable effect of changes in foreign
currency exchange rates on reported costs and lower severance charges. Severance charges were lower
by approximately $1.4 million in the first nine months of 2010 compared with the same period in
2009. Operating income as a percentage of net sales was 5.9% and negative 5.1% in the third
quarter of 2010 and 2009, respectively, and was 4.9% and negative 7.7% in the first nine months of
2010 and 2009, respectively.
Adjusted EBITDA increased by $3.6 million and $11.4 million in the third quarter and first nine
months of 2010, respectively, compared with the third quarter and first nine months of 2009, in
line with the increases in operating income in 2010.
Defense & Space
: Net sales were $6.3 million and $25.1 million lower in the third quarter and first
nine months of 2010, respectively, compared with the same periods in 2009 mainly due to work
performed on military programs that were included in the third quarter and first nine months of
2009, including a large military satellite communications research project, but were completed in
the fourth quarter of 2009 and will not contribute to net sales in future quarters. Order backlog
of long-term contracts was $71.2 million at October 2, 2010, a decrease of $18.4 million from
December 31, 2009. Orders for long-term defense contracts slowed during the third quarter of 2010
as a result of delays in customer funding.
Cost of sales as a percentage of net sales was lower in the third quarter and first nine months of
2010 compared with the same periods in 2009. These lower cost-of-sale percentages were mainly due
to a net decrease in estimated costs to complete long-term programs resulting from improved program
execution, and production efficiencies gained on certain long-term defense-related projects in the
third quarter and first nine months of 2010. Cost of sales for the first nine months of 2009
included approximately $0.7 million of severance changes.
Operating income was lower by $0.5 million and $3.1 million in the third quarter and first nine
months of 2010, respectively, compared with the third quarter and first nine months of 2009. The
lower operating income was mainly due to the decrease in net sales generated in the third quarter
and first nine months of 2010. The lower operating income in the first nine months of 2010 was
also due to higher research and development expenses, partially offset by lower selling, general
and administrative expenses. The lower selling, general and administrative costs reflect the
impact of managements cost reduction efforts initiated in 2009. Operating income as a percentage
of net sales was 9.9% and 9.3% in the third quarter of 2010 and 2009, respectively, and was 8.5%
and 9.8% in the first nine months of 2010 and 2009, respectively.
Adjusted EBITDA decreased by $0.7 million and $3.2 million in the third quarter and first nine
months of 2010, respectively, compared with the third quarter and first nine months of 2009, in
line with the decrease in operating income in 2010.
22
Global Tracking:
Net sales were $1.4 million lower in the third quarter of 2010 compared with the
third quarter of 2009 mainly due to the completion of a significant emergency management project in
the third quarter of 2009 that triggered revenue recognition in that period, partially offset by an
increase in airtime revenue in the third quarter of 2010. The increase in airtime revenue in the
third quarter 2010 was mainly a result of a higher number of terminals in use by customers. Net
sales were $3.6 million higher in the first nine months of 2010 compared with the same period in
2009. The increase in net sales in the first nine months of 2010 was mainly due to timing of the
acquisition of our new asset-tracking product line (acquired on February 13, 2009), and higher
airtime revenue, which contributed $3.3 million of additional net sales in the first nine months of
2010 compared to the same period in 2009. The increase in airtime revenue in the first nine months
of 2010 was a result of a higher number of terminals in use, and a more favorable mix of airtime
contracts reflecting the migration of existing customers to current network platforms which yield
higher airtime rates. As a result, the average revenue being generated per terminal by the new
asset-tracking product line has grown in the first nine months of 2010 compared with the first nine
months of 2009. Net sales also included a higher concentration of product shipments to the security
market in the third quarter and first nine months of 2010 compared with the third quarter and first
nine months of 2009, reflecting growth in that market.
Cost of sales as a percentage of net sales was lower for the third quarter and first nine months of
2010 as compared with the same periods in 2009. The cost-of-sales percentage for the third quarter
and first nine months of 2010 included a more favorable product mix, the effects of managements
efforts to lower costs on certain hardware products targeted for improvement, and a higher
proportion of airtime revenue, which has a lower cost-of-sales percentage than product net sales. The cost-of-sales percentage comparison was also affected by lower
intangible asset amortization expense in 2010.
Operating income was $0.8 million lower in the third quarter of 2010 compared with the third
quarter of 2009, mainly due to higher selling, general and administrative and research and
development expenses. The lower net sales in the third quarter of 2010 were offset by the lower
cost of sales in that period compared with the same period in 2009. Operating income was $0.8
million higher in the first nine months of 2010, compared with the same period in 2009 primarily as
a result of the increased gross margin contributed from higher net sales and the lower
cost-of-sales percentage, partially offset by higher selling, general and administrative and
research and development expenses. These higher selling, general and administrative costs were
mainly from certain cost centers that supported the Aviation segment in 2009 that began supporting
Global Tracking in 2010, and the timing of the acquisition of our new line of business in the first
quarter of 2009; the costs related to the newly acquired business were included in the operating
results of our Global Tracking segment for the first nine months in 2009 from the date of
acquisition, but were included in the full nine months of 2010. Research and development expenses
were higher for the third quarter and first nine months of 2010 compared with the same period of
2009 due to increased efforts on development projects for next generation products. Operating
income as a percentage of net sales was 0.7% and 8.2% in the third quarter of 2010 and 2009,
respectively and was 3.1% and 0.5% in the first nine months of 2010 and 2009, respectively.
Adjusted EBITDA decreased by $0.7 million in the third quarter of 2010 compared with the third
quarter of 2009, primarily due to a decrease in operating income in 2010. Adjusted EBITDA
increased by $0.4 million in the first nine months of 2010 compared with the first nine months of
2009 mainly due to an increase in operating income in 2010. The increase in Adjusted EBITDA for
the first nine months of 2010 as compared with the same period of 2009 was partially offset by an
unfavorable change in foreign currency gains year over year.
23
Adjusted EBITDA
In addition to traditional GAAP financial measures, 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 on goodwill related charges, stock-based compensation,
acquisition-related items and acquisition-related foreign exchange adjustments (Adjusted EBITDA).
The following table is a reconciliation of net earnings (which is the most directly comparable
GAAP operating performance measure) and earnings (loss) from continuing operations before income taxes by segment to Adjusted EBITDA for the three and nine months ended
October 2, 2010 and October 3, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corp &
|
|
|
|
|
|
|
Aviation
|
|
|
LXE
|
|
|
D&S
|
|
|
GT
|
|
|
Other
|
|
|
Total
|
|
Three Months Ended October 2, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,471
|
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
before income taxes
|
|
$
|
1,382
|
|
|
|
2,434
|
|
|
|
1,660
|
|
|
|
(80
|
)
|
|
|
(1,517
|
)
|
|
|
3,879
|
|
Interest expense
|
|
|
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
2
|
|
|
|
486
|
|
|
|
467
|
|
Depreciation and amortization
|
|
|
1,972
|
|
|
|
762
|
|
|
|
638
|
|
|
|
923
|
|
|
|
320
|
|
|
|
4,615
|
|
Stock-based compensation
|
|
|
64
|
|
|
|
54
|
|
|
|
45
|
|
|
|
18
|
|
|
|
359
|
|
|
|
540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
3,418
|
|
|
|
3,229
|
|
|
|
2,343
|
|
|
|
863
|
|
|
|
(352
|
)
|
|
$
|
9,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended October 2, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,930
|
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
before income taxes
|
|
$
|
3,187
|
|
|
|
5,267
|
|
|
|
4,276
|
|
|
|
855
|
|
|
|
(3,794
|
)
|
|
|
9,791
|
|
Interest expense
|
|
|
4
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
3
|
|
|
|
1,482
|
|
|
|
1,486
|
|
Depreciation and amortization
|
|
|
5,892
|
|
|
|
2,551
|
|
|
|
2,348
|
|
|
|
2,716
|
|
|
|
927
|
|
|
|
14,434
|
|
Impairment loss on goodwill related charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
384
|
|
|
|
384
|
|
Stock-based compensation
|
|
|
207
|
|
|
|
197
|
|
|
|
166
|
|
|
|
52
|
|
|
|
803
|
|
|
|
1,425
|
|
Acquisition-related items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
563
|
|
|
|
563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
9,290
|
|
|
|
8,012
|
|
|
|
6,790
|
|
|
|
3,626
|
|
|
|
365
|
|
|
$
|
28,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 3, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,280
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
709
|
|
Income tax benefit from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
before income taxes
|
|
$
|
(479
|
)
|
|
|
(1,213
|
)
|
|
|
2,218
|
|
|
|
646
|
|
|
|
705
|
|
|
|
1,877
|
|
Interest expense
|
|
|
(2
|
)
|
|
|
63
|
|
|
|
(78
|
)
|
|
|
|
|
|
|
566
|
|
|
|
549
|
|
Depreciation and amortization
|
|
|
2,190
|
|
|
|
728
|
|
|
|
838
|
|
|
|
858
|
|
|
|
276
|
|
|
|
4,890
|
|
Stock-based compensation
|
|
|
46
|
|
|
|
61
|
|
|
|
69
|
|
|
|
10
|
|
|
|
406
|
|
|
|
592
|
|
Acquisition-related items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(215
|
)
|
|
|
(215
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
1,755
|
|
|
|
(361
|
)
|
|
|
3,047
|
|
|
|
1,514
|
|
|
|
1,738
|
|
|
$
|
7,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended October 3, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,498
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
709
|
|
Income tax benefit from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,272
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
before income taxes
|
|
$
|
9,077
|
|
|
|
(6,373
|
)
|
|
|
7,411
|
|
|
|
478
|
|
|
|
(8,658
|
)
|
|
|
1,935
|
|
Interest expense
|
|
|
68
|
|
|
|
205
|
|
|
|
(78
|
)
|
|
|
|
|
|
|
1,642
|
|
|
|
1,837
|
|
Depreciation and amortization
|
|
|
6,322
|
|
|
|
2,636
|
|
|
|
2,493
|
|
|
|
2,758
|
|
|
|
841
|
|
|
|
15,050
|
|
Stock-based compensation
|
|
|
119
|
|
|
|
184
|
|
|
|
202
|
|
|
|
16
|
|
|
|
1,140
|
|
|
|
1,661
|
|
Acquisition-related items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,307
|
|
|
|
5,307
|
|
Acquisition-related foreign exchange
adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,370
|
|
|
|
1,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
15,586
|
|
|
|
(3,348
|
)
|
|
|
10,028
|
|
|
|
3,252
|
|
|
|
1,642
|
|
|
$
|
27,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
We believe that earnings that are based on this non-GAAP financial measure provide useful
information to investors, lenders and financial analysts because (i) this measure is more
comparable with the results for prior fiscal periods, and (ii) by excluding the potential
volatility related to the timing and extent of nonoperating activities, such as acquisitions or
revisions of the estimated value of post-closing earn-outs, such results provide a useful means of
evaluating the success of our ongoing operating activities. Also, we use this information,
together with other appropriate metrics, to set goals for and measure the performance of our
operating businesses, and to assess our compliance with debt covenants. Management further
considers Adjusted EBITDA an important indicator of operational strengths and performance of our
businesses. EBITDA measures are used historically by investors, lenders and financial analysts to
estimate the value of a company, to make informed investment decisions and to evaluate performance.
Management believes that Adjusted EBITDA facilitates comparisons of our results of operations with
those of companies having different capital structures. In addition, a measure similar to Adjusted
EBITDA is a component of our bank lending agreement, which requires certain levels of Adjusted
EBITDA to be achieved. This information should not be considered in isolation or in lieu of our
operating and other financial information determined in accordance with GAAP. In addition, because
EBITDA and adjustments to EBITDA are not determined consistently by all entities, Adjusted EBITDA
as presented may not be comparable to similarly titled measures of other companies.
Backlog
Backlog is very important for our D&S segment due to the long delivery cycles for its projects.
Many customers of our LXE segment typically require short delivery cycles. As a result, LXE
usually converts orders into revenues within a few weeks, and it generally does not build up an
order backlog that extends substantially beyond one fiscal quarter except for annual or multi-year
maintenance service agreements. Our Aviation and Global Tracking businesses have customer
arrangements with both short delivery cycles and delivery cycles that extend beyond the next twelve
months. Our segment backlog levels as of October 2, 2010 and December 31, 2009 were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
October 2
|
|
|
December 31
|
|
|
|
2010
|
|
|
2009
|
|
Aviation
|
|
$
|
45.8
|
|
|
|
49.4
|
|
LXE
|
|
|
23.1
|
|
|
|
22.0
|
|
Defense & Space
|
|
|
71.2
|
|
|
|
89.6
|
|
Global Tracking
|
|
|
18.5
|
|
|
|
17.2
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
158.6
|
|
|
|
178.2
|
|
|
|
|
|
|
|
|
Included in the backlog of firm orders for our D&S segment were approximately $2.6 million and
$22.5 million of unfunded orders, mainly for military contracts, as of October 2, 2010, and
December 31, 2009, respectively. Of the orders in backlog as of October 2, 2010, the following are
expected to be filled in the following twelve months: Aviation 84%; LXE 73%; D&S 52%; and
Global Tracking 72%.
Liquidity and Capital Resources
During the first nine months of 2010,
net cash and cash equivalents increased by $2.5 million to $49.7 million as of October 2, 2010.
Of the $49.7 million of cash as of October 2, 2010, $45.8 million is held by subsidiaries
outside of the U.S. and is not available for our use in the U.S. since the undistributed earnings
of these subsidiaries are considered to be permanently reinvested.
The primary cash flow activities during the period included the following:
|
|
|
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.
|
25
Operating activities from continuing operations contributed $21.7 million in positive cash flows in
the first nine months of 2010, through net earnings for the period of $7.9 million and noncash
charges of $14.4 million, primarily for depreciation and amortization.
During 2009, we completed acquisitions of two entities. Of the total purchase price of these
businesses, $4.8 million of cash was held in escrow and payable to the sellers within specified
periods following the respective dates of acquisition, subject to claims made against the sellers.
This amount was released to the sellers in the third quarter of 2010.
During the first nine months of 2009, cash and cash equivalents decreased by $46.3 million to $40.7
million at October 3, 2009. The primary factor contributing to the decrease during the period was
cash utilized for our Formation and Satamatics acquisitions.
Operating activities from continuing operations contributed $33.0 million in positive cash flows in
the first nine months of 2009. We generated positive cash flow during the period mainly due to net
earnings of $5.5 million, noncash charges of $15.1 million for depreciation and amortization, and
decreases in working capital. We experienced good customer collections during the period and were
able to lower inventory levels. Acquisition-related charges of $3.0 million paid in the first nine
months of 2009 are included as reductions of cash provided by operating activities in the
consolidated statement of cash flows. Discontinued operations used cash of $0.5 million mainly for
legal fees to defend the Company against claims asserted by the purchaser of our EMS Wireless
division, net of tax benefits.
During the first nine months of 2009, we used $87.3 million of cash to acquire our Formation and
Satamatics businesses. These acquisitions were partially funded with approximately $33.8 million of
borrowings under our revolving credit facility. We subsequently repaid approximately $15.3 million
of borrowings under our revolving credit facility. We spent $10.7 million on capital expenditures
during the first nine months of 2009.
We have a revolving credit facility under an agreement with a syndicate of banks with a $60 million
total capacity for borrowing in the U.S. and $15 million total capacity for borrowing in Canada.
The agreement also has a provision permitting an increase in the total borrowing capacity of up to
an additional $50 million, subject to additional commitments from the current lenders or from new
lenders. The existing lenders have no obligation to increase their commitments. The credit
facility provides for borrowings through February 28, 2013, with no principal payments required
prior to that date. The credit facility is secured by substantially all of our tangible and
intangible assets, with certain exceptions for real estate that secures existing mortgages, for
other permitted liens, and for certain assets outside the U.S.
As of October 2, 2010, we had $21.5 million of borrowings outstanding, $2.1 million of outstanding
letters of credit, and $51.4 million available borrowing capacity under the revolving credit
facility. At October 2, 2010, we were in compliance with all the covenants under the credit
agreement.
We expect that capital expenditures in 2010 will range from $10 million to $12 million, excluding
acquisitions of businesses. These expenditures are being used to purchase equipment that increases
or enhances capacity and productivity, and to upgrade the enterprise reporting system of our LXE
division.
Management believes that existing cash and cash equivalent balances, cash provided from operations,
and borrowings available under our credit facility will provide sufficient liquidity to meet the
operating and capital expenditure needs for existing operations during the next twelve months.
Our Board of Directors has authorized a stock repurchase program for up to $20 million of our
common shares. As of October 2, 2010, we had repurchased approximately 495,000 of our common
shares for approximately $10.1 million. Further repurchases are no longer permitted under the
terms of the Companys credit agreement. There were no repurchases under the program during the
nine months ended October 2, 2010.
26
A cash payment of $7.2 million was made in the first nine months of 2010 related to an acquisition
completed in 2009 based upon the achievement of performance targets in 2009, and an additional $6.8
million is due December 31, 2010 based on an agreement to settle the 2010 earn-out amount. Refer
to Note 2 of the consolidated financial statements for additional information on these
acquisitions.
On April 30, 2010, the arbitrator issued the final award related to claims made by the purchaser of
our former EMS Wireless division. The final award of $8.6 million was paid by EMS to the purchaser
in the first nine months of 2010.
Off-Balance Sheet Arrangements
We have $2.1 million of standby letters of credit outstanding under our revolving credit facility
to satisfy performance guarantee requirements under certain customer contracts. While these
obligations are not normally called, they could be called by the beneficiaries at any time before
the expiration date if we failed to meet certain contractual requirements. After deducting the
outstanding letters of credit, at October 2, 2010 we had $38.5 million available for borrowing in
the U.S. and $12.9 million available for borrowing in Canada under the revolving credit facility.
We have an agreement with the purchaser of our former S&T/Montreal division to warrant
approximately $3 million in the event of specified in-orbit failures of the Radarsat-2 payload.
Based upon the available information, management believes that the outcome for this particular
contingency is not probable and cannot be estimated. As a result, we have not incurred any costs
to date, and have not recorded a liability as of October 2, 2010, with respect to this contingency.
We also have an agreement with the purchaser of our former S&T/Montreal division to acquire a
license for $8 million in payments over a seven-year period, beginning in December 2008, for the
rights to a certain satellite territory. We have a corresponding sublicense agreement with the
purchaser that granted the territory rights back to the purchaser, under which we are to receive a
portion of the satellite service revenues from the specific market territory over the same period.
The purchaser had previously guaranteed that the revenues derived under the sublicense would equal
or exceed the acquisition cost of the license. As part of the agreement to sell the net assets of
S&T/Montreal, we released the purchaser from this guarantee. Without the guarantee, we estimate
that our portion of the satellite service revenues will be less than the acquisition cost, and we
have accordingly reflected a liability for the net cost in our consolidated balance sheet. As of
October 2, 2010, we have made no payments under this license agreement. The satellite service
revenues from the specific market territory included under the sublicense agreement are
considerably lower than expected. We believe that sufficient efforts are not being made by the
purchaser of the former S&T/Montreal division to market this satellite service. The parties are
finalizing a settlement under these agreements. We believe that the net liability recorded in our
consolidated balance sheet is our best estimate of the settlement amount. If a settlement is
reached, it is expected to be paid in the following twelve months, and therefore the net liability
is recorded as a current liability in our consolidated balance sheet as of October 2, 2010.
Commitments and Contractual Obligations
As of October 2, 2010, our material contractual cash commitments and material other commercial
commitments have not changed significantly from those disclosed in Item 7, Managements Discussion
and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K
for the year ended December 31, 2009, other than an increase in purchase commitments of $16.1
million and a decrease of $7.2 million in our obligation of acquisition costs for earn-out
provisions. Longer-term purchase commitments required by certain suppliers to maintain minimum
stock levels of materials for our products as a result of current market conditions, and additional
materials needed to support higher production levels anticipated in the fourth quarter of 2010, and
the launch of new product offerings in the fourth quarter of 2010 and in early 2011, have resulted
in a higher level of purchase commitments outstanding as of October 2, 2010 compared with December
31, 2009. In addition, purchase commitments are higher due to a significant order placed by D&S in
the third quarter of 2010 for a key component needed for a significant commercial airborne antenna
program that is ready for production. Our obligation of acquisition costs for earn-out provisions
decreased as a result of earnout amounts paid in the second quarter of 2010.
27
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which often
require the judgment of management in the selection and application of certain accounting
principles and methods. We discuss our critical accounting policies in Item 7, Managements
Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on
Form 10-K for the year ended December 31, 2009. There have been no significant changes in our
critical accounting policies since the end of 2009.
Risk Factors and Forward-Looking Statements
We have included forward-looking statements in managements discussion and analysis of financial
condition and results of operations. All statements, other than statements of historical fact,
included in this report that address activities, events or developments that we expect or
anticipate will or may occur in the future, or that necessarily depend upon future events,
including such matters as our expectations with respect to future financial performance, future
capital expenditures, business strategy, competitive strengths, goals, expansion, market and
industry developments, and the growth of our businesses and operations, are forward-looking
statements. Actual results could differ materially from those suggested in any forward-looking statements as a result of a variety
of factors. Such factors include, but are not limited to:
|
|
|
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
|
|
|
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.
|
Further information concerning relevant factors and risks are identified under the caption Risk
Factors in Part II Item 1A. of this Quarterly Report on Form 10-Q, and in our Annual Report on
Form 10-K for the year ended December 31, 2009.
Effect of New Accounting Pronouncements
Recently Issued Pronouncements Not Yet Adopted
In October 2009 the Financial Accounting Standards Board (FASB) issued two accounting standards
updates that could result in revenue being recognized earlier in certain revenue arrangements with
multiple deliverables. Both updates will become effective for us in the first quarter of 2011.
Early adoption is permitted. If we adopt this standard in a period other than the beginning of its
fiscal year, we will be required to apply this standard retrospectively to beginning of its fiscal
year, and disclose certain financial information as revised for all interim periods previously
reported in the fiscal year adopted. We are evaluating when to adopt the updates and the effect
the adoption will have on its consolidated financial statements.
29
ASU 2009-13,
Revenue Recognition Multiple-Deliverable Revenue Arrangements,
amends the accounting
for revenue arrangements with multiple deliverables. Among other things, ASU 2009-13:
|
|
|
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.
|
ASU 2009-14,
Software Certain Revenue Arrangements That Include Software Elements
, amends the
guidance for revenue arrangements that contain tangible products and software elements. ASU
2009-14 redefines the scope of arrangements that fall within software revenue recognition guidance
by specifically excluding tangible products that contain software components that function together
to deliver the essential functionality of the tangible product.
Under current guidance, products that contain software that is more than incidental to the product
as a whole fall within the scope of software revenue recognition guidance, which requires, among
other things, the existence of vendor-specific objective evidence of fair value of all undelivered
items to allow a delivered item to be treated as a separate unit of accounting. Such tangible
products excluded from the requirements of software revenue recognition requirements under ASU
2009-14 would follow the revenue recognition requirements for other revenue arrangements, including
the new requirements for multiple-deliverable arrangements contained in ASU 2009-13.
In April 2010, the FASB issued ASU 2010-17,
Milestone Method of Revenue Recognition,
which provides
guidance on defining a milestone and determining when it may be appropriate to apply the milestone
method of revenue recognition for research and development arrangements in which one or more
payments are contingent upon achieving uncertain future events or circumstances. This update is
effective for us in the first quarter of 2011. Early adoption is permitted. If we adopt this
standard in a period other than the beginning of its fiscal year, we will be required to apply this
standard retrospectively to beginning of its fiscal year, and disclose certain financial
information as revised for all interim periods previously reported in the fiscal year adopted. We
are evaluating when to adopt the updates and the effect, if any, the adoption will have on its
consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As of October 2, 2010, we had the following market-risk sensitive instruments (in thousands):
|
|
|
|
|
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)
|
|
$
|
8,234
|
|
|
|
|
|
|
Revolving 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
|
|
A 100 basis-point change in the interest rates of our market-risk sensitive instruments would have
changed interest income by approximately $36,000 for the third quarter of 2010 based upon their
respective average outstanding balances.
Our revolving credit agreement includes variable interest rates based on the lead banks prime rate
or the then-published LIBOR for the applicable borrowing period. As of October 2, 2010, we had
approximately $21.5 million of borrowings outstanding in the U.S., and no borrowings outstanding in
Canada under our revolving credit agreement. A 100 basis-point change in the interest rate on our
revolving credit facility would have changed interest expense by approximately $59,000 for the
third quarter of 2010 based upon the average outstanding borrowings under these obligations.
30
At October 2, 2010, we also had intercompany accounts that eliminate in consolidation but that are
considered market-risk sensitive instruments because they are denominated in a currency other than
the local functional currency. These include short-term amounts due to the parent (payable by
international subsidiaries arising from purchase of the parents products for sale), intercompany sales of products from foreign
subsidiaries to a U.S. subsidiary, and cash advances to foreign subsidiaries as follows:
|
|
|
|
|
|
|
|
|
Exchange Rate
|
|
USD
|
|
|
|
(USD per unit of
|
|
in thousands
|
|
|
|
local currency)
|
|
(reporting currency)
|
|
|
|
|
|
|
|
|
Australia
|
|
0.9730 /AUD
|
|
$
|
3,253
|
|
Canada
|
|
0.9799 /CAD
|
|
|
1,772
|
|
Sweden
|
|
0.1490 /SEK
|
|
|
1,490
|
|
Belgium
|
|
1.3780 /EUR
|
|
|
509
|
|
Netherlands
|
|
1.3780 /EUR
|
|
|
307
|
|
France
|
|
1.3780 /EUR
|
|
|
251
|
|
Italy
|
|
1.3780 /EUR
|
|
|
107
|
|
United Kingdon
|
|
1.5836 /GBP
|
|
|
33
|
|
Germany
|
|
1.3780 /EUR
|
|
|
(35
|
)
|
|
|
|
|
|
|
Total amount subject to
foreign currency risk
|
|
|
|
$
|
7,687
|
|
|
|
|
|
|
|
We had accounts receivable and accounts payable balances denominated in currencies other than the
functional currency of the local entity at October 2, 2010 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Rate
|
|
|
|
|
|
|
|
|
Functional
|
|
|
|
|
|
|
|
|
Currency per
|
|
|
USD
|
|
Currency
|
|
Functional
|
|
Denominated
|
|
|
Equivalent
|
|
Denomination
|
|
Currency
|
|
Currency
|
|
|
(in thousands)
|
|
Accounts Receivable
|
|
|
|
|
|
|
|
|
|
|
USD
|
|
CAD
|
|
|
1.0205
|
|
|
$
|
17,752
|
|
USD
|
|
EUR
|
|
|
0.7257
|
|
|
|
664
|
|
EUR
|
|
CAD
|
|
|
1.4049
|
|
|
|
392
|
|
GBP
|
|
CAD
|
|
|
1.6167
|
|
|
|
287
|
|
GBP
|
|
EUR
|
|
|
1.1508
|
|
|
|
240
|
|
Other currencies
|
|
|
|
|
|
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
19,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
|
|
|
|
|
|
|
|
USD
|
|
CAD
|
|
|
1.0205
|
|
|
$
|
1,029
|
|
EUR
|
|
USD
|
|
|
1.3780
|
|
|
|
271
|
|
GBP
|
|
USD
|
|
|
1.5836
|
|
|
|
226
|
|
Other currencies
|
|
|
|
|
|
|
|
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,655
|
|
|
|
|
|
|
|
|
|
|
|
31
We also had cash accounts denominated in currencies other than the functional currency of the local
entity at
October 2, 2010 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Rate
|
|
|
|
|
|
|
|
|
|
|
Functional
|
|
|
|
|
|
|
|
|
|
|
Currency per
|
|
|
USD
|
|
Currency
|
|
Functional
|
|
|
Denominated
|
|
|
Equivalent
|
|
Denomination
|
|
Currency
|
|
|
Currency
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD
|
|
CAD
|
|
|
1.0205
|
|
|
$
|
8,250
|
|
GBP
|
|
CAD
|
|
|
1.6167
|
|
|
|
1,325
|
|
GBP
|
|
USD
|
|
|
1.5836
|
|
|
|
446
|
|
AUD
|
|
CAD
|
|
|
0.9919
|
|
|
|
436
|
|
USD
|
|
GBP
|
|
|
0.6315
|
|
|
|
292
|
|
Other
currencies
|
|
|
|
|
|
|
|
|
|
|
802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We enter into foreign currency forward contracts in order to mitigate the risks associated with
currency fluctuations on future fair values of foreign denominated assets and liabilities. At
October 2, 2010, we had forward contracts as follows (in thousands, except average contract rate):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Fair
|
|
|
|
Notional
|
|
|
Contract
|
|
|
Value
|
|
|
|
Amount
|
|
|
Rate
|
|
|
(USD)
|
|
Foreign currency forward contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars (sell for Canadian
dollars)
|
|
19,000 USD
|
|
|
1.0380
|
|
|
$
|
340
|
|
Euros (sell for U.S. dollars)
|
|
850 EUR
|
|
|
1.3741
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company has established and maintains disclosure controls and procedures (as defined in
Securities Exchange Act Rules 13a-15(e)). The objective of these controls and procedures is to
ensure that information relating to the Company, including its consolidated subsidiaries, and
required to be filed by it in reports under the Securities Exchange Act, as amended, is effectively
communicated to the Companys CEO and CFO, and is recorded, processed, summarized and reported on a
timely basis.
The CEO and CFO have evaluated the Companys disclosure controls and procedures as of the end of
the period covered in this report. Based upon this evaluation, the CEO and CFO have concluded that
the Companys disclosure controls and procedures were effective as of October 2, 2010 to ensure
that information required to be disclosed in the reports that the Company files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Commissions rules and forms and is accumulated and communicated to the Companys management
including its CEO and CFO as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
During the third quarter of 2010, there were no changes that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting (as defined
in Rule 13a 15(f) under the Exchange Act).
33
PART II
OTHER INFORMATION
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully
consider the factors discussed in Part I, Item 1A. Risk Factors, in our Annual Report on Form
10-K for the year ended December 31, 2009, which could materially affect our business, financial
condition or future results. The risks described in our Annual Report on Form 10-K, and this
Quarterly Report on Form 10-Q, are not the only risks we face. Additional risks and uncertainties
not currently known to us or that we currently believe are immaterial also may materially adversely
affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the Companys purchases of its common shares for the three months
ended October 2, 2010:
ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) Maximum Number
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number
|
|
|
(or Approximate
|
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Dollar Value) of
|
|
|
|
|
|
|
|
|
|
|
|
Purchased as
|
|
|
Shares that May Yet
|
|
|
|
|
|
|
|
|
|
|
|
Part of Publicly
|
|
|
Be Purchased
|
|
|
|
(a) Total Number
|
|
|
(b) Average
|
|
|
Announced
|
|
|
Under the Plans or
|
|
|
|
of 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 Companys $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 Companys credit agreement.
|
|
(3)
|
|
This balance represents the value of shares that could be repurchased under the Program
as of October 2, 2010.
|
34
Item 5. Other Information
On November 5, 2010, the Board of Directors (the Board) of EMS Technologies, Inc. (the Company)
voted to amend and restate the Companys Bylaws (the Bylaws), effective immediately, to update
the Companys advance notice provisions applicable to proposals for nominations of directors or
other business at shareholder meetings.
The amended Bylaws change the period for shareholders to provide notice of proposals for
nominations of directors or other business at an annual meeting to not less than 90 days and not
more than 120 days before the anniversary of the Companys prior annual meeting. However, if the
annual meeting is not held within 30 days of the anniversary of the prior years annual meeting,
notice must be provided by the later of (i) the tenth day after the public announcement of the
annual meeting date or (ii) 90 days before the annual meeting. As a result, for the Companys 2011
annual meeting, notices of proposals for nominations of directors or other business must be
delivered to the corporate secretary not before the close of business on Tuesday, January 11, 2011
and not after the close of business on Thursday, February 10, 2011.
The amended Bylaws require shareholders (and certain of their affiliates) proposing nominations or
other business to disclose additional information, including hedging and derivative positions
relating to the Companys stock, whether they intend to appear in person or by proxy at the annual
meeting, whether they intend to solicit proxies in support of the nomination or proposal and any
other information related to such shareholder or affiliate (or any proposed nominee) required to be
disclosed in a proxy statement for a contested solicitation or election of directors. The amended
Bylaws also require shareholders to update the information disclosed with any changes, as of the
record date and shortly before the meeting date. In addition, the amended Bylaws apply the
informational disclosure requirements described above to shareholders requesting a special meeting
and conform certain of the Bylaws previously-existing provisions applicable to proposals of
director nominations to those applicable to proposals of other business.
The foregoing summary of the amendments to the Bylaws is not complete and is qualified in its
entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is
filed as Exhibit 3.1 to this report and incorporated herein by reference.
35
Item 6. Exhibits
The following exhibits are filed as part of this report:
|
|
|
|
|
|
3.1
|
|
|
Second Amended and Restated Articles of Incorporation of EMS Technologies, Inc., effective
March 22, 1999 (incorporated by reference to Exhibit 3.1 to 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 Companys 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. *
|
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
EMS TECHNOLOGIES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Neilson A. Mackay
|
|
|
|
Date: November 8, 2010
|
|
|
|
|
|
|
|
|
|
Neilson A. Mackay
|
|
|
|
|
|
|
President, and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gary B. Shell
|
|
|
|
Date: November 8, 2010
|
|
|
|
|
|
|
|
|
|
Gary B. Shell
|
|
|
|
|
|
|
Senior Vice President, Chief Financial
|
|
|
|
|
|
|
Officer and Treasurer (Principal Financial Officer)
|
|
|
|
|
AVAILABLE INFORMATION
EMS Technologies, Inc. makes available free of charge, on or through its website at
www.ems-t.com
,
its annual, quarterly and current reports, and any amendments to those reports, as soon as
reasonably practicable after electronically filing such reports with the Securities and Exchange
Commission. Information contained on the Companys website is not part of this report.
37
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