EMS Technologies Comments on MMI Nominations
February 02 2011 - 2:27PM
Business Wire
EMS Technologies, Inc. (NASDAQ: ELMG) (“EMS”) today provided the
following statement in response to MMI Investments’ announcement
that it has submitted a slate of four director nominees for
election to the EMS Board of Directors at the 2011 annual meeting
of stockholders.
“We strongly believe EMS is well positioned for growth and is
executing well, as evidenced by our announcement issued earlier
today that we now expect to deliver record-setting Adjusted EBITDA
for the fourth quarter and full year 2010, and Adjusted EPS of
$0.90 for the full year, at the top of our previously announced
guidance range. In addition, we expect to report record quarterly
sales and strong positive cash flow from continuing operations for
the fourth quarter.
“These results reflect the benefits of the steps we have taken
to drive improved performance and position EMS to capitalize on
emerging opportunities in our rapidly evolving marketplace,
including the appointment of a new CEO just over a year ago. These
initiatives are part of a clear strategic plan, executed under the
oversight of our experienced directors who are committed to
delivering shareholder value, and resulted in stock appreciation of
39% in 2010.”
The EMS Board comprises ten directors with a broad array of
qualifications, including extensive industry and executive level
public company experience. The Board includes three new directors
added in the last 19 months. The Board and management team believe
that the EMS directors are well qualified to further advance the
interests of the Company's shareholders, as well as its employees
and customers.
BofA Merrill Lynch is serving as financial advisor, and King
& Spalding LLP is serving as legal counsel to EMS and its Board
of Directors.
Non-GAAP Measures
This press release contains information regarding our earnings
from continuing operations before interest expense, income taxes,
depreciation and amortization and excluding impairment-related
charges, acquisition-related items and stock-based compensation
(“Adjusted EBITDA”). The press release also references earnings per
share from continuing operations, excluding impairment-related
charges, acquisition-related items, and adjustments, if any, for
changes to the valuation allowance for deferred tax assets
resulting from changes in judgment about the potential realization
of these assets (“Adjusted Earnings Per Share”). The Company
believes that earnings that are based on these non-GAAP financial
measures provide useful information to investors, lenders and
financial analysts because (i) these measures are more comparable
with the results for prior fiscal periods, and (ii) by excluding
the potential volatility related to the timing and extent of
non-operating 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 the Company's ongoing
operating activities. Also, the Company uses this information,
together with other appropriate metrics, to set goals for and
measure the performance of its operating businesses, to determine
management’s incentive compensation, and to assess the Company’s
compliance with debt covenants. Management further considers
Adjusted EBITDA an important indicator of operational strengths and
performance of its 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 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 by the
Company. This information should not be considered in isolation or
in lieu of the Company’s 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.
We have not provided a quantitative reconciliation of projected
Adjusted EBITDA or Adjusted Earnings Per Share. Not all of the
information necessary for quantitative reconciliation is available
to us prior to the completion of the closing process for the fourth
quarter, without unreasonable efforts; this is due primarily to
variability and difficulty in making accurate detailed forecasts
and projections. Accordingly, we do not believe that reconciling
information for such projected figures would be meaningful.
About EMS Technologies, Inc.
EMS Technologies, Inc. (NASDAQ: ELMG) 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 two broad market
sectors – Aero Connectivity and Global Resource Management, EMS
products and services enable universal mobility, visibility and
intelligence.
Forward-Looking Statements and Information
Statements contained in this press release, including statements
regarding the Company's expectations for its financial results for
2010, are forward-looking statements. Management’s expectations for
2010 reflect management’s current expectations. There can be no
assurance that actual financial results will not differ materially
from the most current estimates as a result of a wide variety of
factors, including completing the closing process for 2010 and our
annual audit. We discussed factors that may cause our actual
results to differ from management’s current expectation for our
2010 financial results in a press release issued earlier today. We
encourage you to review the items discussed in that release. Other
factors that could impact our actual results include, but are not
limited to those identified under the caption "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2009, as
well as other risks and uncertainties discussed under the caption
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the other periodic reports we have filed
with the SEC.
Additional Information and Where To Find It
In connection with the proxy contest initiated by MMI
Investments, L.P., the Company will be filing documents with the
SEC, including the filing by the Company of a proxy statement.
Shareholders are urged to read the Proxy Statement for the 2011
Annual Meeting of Shareholders when it becomes available, as well
as other documents filed with the SEC, because they will contain
important information. The final Proxy Statement will be mailed to
stockholders of the Company. Shareholders may obtain free copies of
these documents (when they are available) and other documents filed
with the SEC at the Company’s website (www.ems-t.com) under the
heading “Investor Relations”, the SEC’s website at (www.sec.gov),
or by contacting the Company at 770-729-6512.
Participants in the Solicitation of Proxies
The Company and its directors, executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from shareholders in
connection with the Company’s 2011 Annual Meeting of Shareholders.
Information concerning such participants is available in the
Company’s Proxy Statement for the 2010 Annual Meeting of
Shareholders filed with the SEC on April 5, 2010. Shareholders are
advised to read the Company’s Proxy Statement for the 2011 Annual
Meeting of Shareholders and other relevant documents when they
become available, because they will contain important information.
You can obtain free copies of these documents from the Company as
described above.
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